Capitacommercial Trust CIRCULAR DATED 9 JUNE 2008 Overview

capitacommercial trust CIRCULAR DATED 9 JUNE 2008 Overview

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

(Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended))

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

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

Meanings of capitalised terms may be found in the Glossary of this Circular. CIRCULAR DATED 9 JUNE 2008 (1 GEORGE STREET)

CIRCULAR TO UNITHOLDERS IN RELATION TO: (1) The proposed acquisition of 1 George Street, Singapore; and (2) The proposed general mandate for the issue of new Units and/or Prime Landmark Office Building Convertible Securities. 1 George Street is one of the newest premier commercial properties prominently located in the core of Singapore’s CBD with large column-free floor plates and state-of-the-art building specifications IMPORTANT DATES AND TIMES FOR UNITHOLDERS MANAGED BY CAPITACOMMERCIAL TRUST designed to suit tenants in the financial services industry and Last date and time for lodgment of Proxy Forms : Wed, 25 June 2008 at 10.30 a.m. MANAGEMENT LIMITED multinational companies. Its major tenants include The Royal Bank Date and time of Extraordinary General Meeting : Fri, 27 June 2008 at 10.30 a.m. A member of of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’s Place of Extraordinary General Meeting : STI Auditorium, Level 9 of London (Asia) Pte Ltd and the Canadian High Commission. gold award 168 Robinson Road, Capital Tower Singapore 068912 CAPITACOMMERCIAL TRUST CIRCULAR DATED 9 JUNE 2008 OVERVIEW

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

(Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended)) FOR INFORMATION ONLY

Meanings of capitalised terms may be found in the Glossary of this Circular. CIRCULAR DATED 9 JUNE 2008 (1 GEORGE STREET)

CIRCULAR TO UNITHOLDERS IN RELATION TO: (1) The proposed acquisition of 1 George Street, Singapore; and (2) The proposed general mandate for the issue of new Units and/or Prime Landmark Ofﬁ ce Building Convertible Securities. 1 George Street is one of the newest premier commercial properties prominently located in the core of Singapore’s CBD with large column-free fl oor plates and state-of-the-art building specifi cations IMPORTANT DATES AND TIMES FOR UNITHOLDERS MANAGED BY CAPITACOMMERCIAL TRUST designed to suit tenants in the fi nancial services industry and Last date and time for lodgment of Proxy Forms : Wed, 25 June 2008 at 10.30 a.m. MANAGEMENT LIMITED multinational companies. Its major tenants include The Royal Bank Date and time of Extraordinary General Meeting : Fri, 27 June 2008 at 10.30 a.m. A MEMBER OF of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’s Place of Extraordinary General Meeting : STI Auditorium, Level 9 of London (Asia) Pte Ltd and the Canadian High Commission. GOLD AWARD 168 Robinson Road, Capital Tower Singapore 068912

CCCT_c1.inddCT_c1.indd 1 66/6/2008/6/2008 11:47:52:47:52 AAMM BENEFITS TO UNITHOLDERS BENEFITS TO UNITHOLDERS

Please refer to Paragraph 2 of the Letter to Unitholders in the 3. GROWTH POTENTIAL FROM RENTAL REVERSIONS 4. STRENGTHEN FOCUS IN PRIME The table below sets out the contribution of each property to Circular for more details. IN A ROBUST SINGAPORE OFFICE MARKET OFFICE MARKET CCT’s Net Property Income for the Forecast Period 2008.

1 The Acquisition will bring the following key benefi ts to With more than 50.0% of 1 George Street’s existing leases The Acquisition will increase the Gross Rental Income Net Property Income Contribution for the Forecast Unitholders: due to expire in 2008 and 2009, the Manager believes contribution from the Offi ce Component in CCT’s Existing Period 2008 that 1 George Street is in a good position to capitalise on Properties from 62.1% to 66.5%. This will reinforce CCT as 1. ACQUISITION FITS THE MANAGER’S INVESTMENT the current buoyant Singapore offi ce market. The current one of the leading commercial REITs in Singapore with a Properties(1) Before the After the STRATEGY average passing rent for 1 George Street is signifi cantly prime focus on premier quality offi ce space. Acquisition Acquisition below the achieved rents of between S$18.00 to S$20.00 per Raffl es City 36.9% 30.0% The Acquisition is in line with the Manager’s principal sq ft per month for Grade A Offi ce space within the Raffl es After Acquisition Singapore(2) investment strategy to deliver stable distribution and Place micro-market in the fi rst quarter of 2008, thereby sustainable total returns to the Unitholders. presenting CCT with high growth potential from future rental 6 Battery Road 28.7% 23.3% reversions. In addition, CBRE expects Grade A Offi ce and 13.9% Capital Tower 12.5% 10.2% It is also in line with the Manager’s stated target (announced prime rents to stay fairly robust from 2010 to 2012 on the in July 2006) to grow CCT’s Deposited Property to S$6.0 back of an expected healthy Singapore economy, with such Starhub Centre 6.0% 4.9% 19.6% billion by 2009. With the inclusion of 1 George Street, rents generally expected to be within an estimated range of 66.5% Robinson Point 4.2% 3.4% CCT’s Deposited Property will increase from approximately S$12.00 to S$15.00 per sq ft per month. S$5.3 billion as at 31 December 2007 to approximately HSBC Building 4.1% 3.3% S$6.5 billion. This will further strengthen CCT’s position The chart below shows the leases which are expiring at Bugis Village 3.6% 2.9% as the largest commercial REIT by total assets and market 1 George Street by percentage of monthly Gross Rental capitalisation in Singapore. Income from 2008 to 2010 and the weighted average gross Golden Shoe Car 3.5% 2.9% Park rental rate per sq ft per month as at 1 May 2008, and the Office Retail Hotels & Convention Centre Grade A Offi ce rent in the fi rst quarter of 2008 reported by Market Street 0.5% 0.4% 2. YIELD ACCRETION CBRE. In addition, the Acquisition will increase the Gross Rental Car Park Income1 contribution from CCT’s Grade A Offi ces, which Unitholders will enjoy a higher DPU as a result of the currently comprises Capital Tower and 6 Battery Road, from 1 George Street – 18.7% % S$ Acquisition. The minimum net property yield of 4.25% per 40.5% to 47.4%. 60 Achieved Grade A Office rent in Raffles Place Total 100.0% 100.0% annum of the purchase consideration for 1 George Street is micro-market: S$18.00 - S$20.00 per sq ft per month 20 After Acquisition more than the average net property yield of CCT’s Grade A 18 Notes: 50 Offi ces of 3.6%. (1) Excludes Wilkie Edge, a property under development. 16 (2) Based on CCT’s 60.0% interest in Raffl es City Singapore. 40 14 % 32.0% 17.9 Forecast and Projected DPU(1) (assuming 30.2% 12 7. ECONOMIES OF SCALE 30 that CCT’s Aggregate Leverage is 10 47.4% With the addition of 1 George Street to the Existing increased to approximately 37.6% after 18.6% 8 Completion). 20 $6.60 Properties, CCT will have NLA of 302,885 sq m. This will $5.88 6 $5.56 34.7% benefi t Unitholders in the long term due to economies 4 10 of scale which the Manager and the Property Manager 2.7% 2 will enjoy through greater effi cient allocation of resources 12.34¢ 0 0 including staff and personnel, and cost savings from bulk 2008 2009 2010 purchase synergies and dealings with service providers. 12.02¢ Grade A Office Buildings Raffles City Singapore Others By Gross Rental Income 3.3% Gross Rental Income of Expiring Leases (S$ per sq ft per month) 5. ENHANCE TENANT BASE THE PROPOSED FINANCING PLAN 5.63¢ The Acquisition is expected to further enhance CCT’s 5.45¢ The Manager has put in place committed funding for tenant base with the addition of major tenants. This will add 100.0% of the Total Acquisition Cost (which is approximately to CCT’s existing core of blue chip tenants which include S$1,180.2 million). The Manager may fi nance the Acquisition government agencies, fi nancial institutions and multinational through a combination of the following committed funding corporations. (i) the Secured Term Loan, (ii) the proceeds from the issue of Forecast Period 2008 Projection Year 2009 S$370.0 million of aggregate principal amount of Convertible 6. INCOME DIVERSIFICATION Bonds, (iii) the proceeds from the MTN Programme and (iv) drawing down on the other short-term loan facilities. The Existing portfolio Enlarged portfolio Following the Acquisition, the maximum contribution to debt incurred for the fi nancing of the Acquisition is expected Note: CCT’s Net Property Income by any single property within to increase CCT’s Aggregate Leverage to approximately (1) For the computation of DPU, the total number of Units issued includes CCT’s property portfolio will decrease from approximately the Existing Units and the Units issued for the acquisition fee and the 37.6%. management fee for RCS Trust, Wilkie Edge and 1 George Street. 36.9% to approximately 30.0% based on the Net Property Income contribution for the Forecast Period 2008.

1 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

CCCT_c2.inddCT_c2.indd 1 66/6/2008/6/2008 55:15:58:15:58 AAMM BENEFITS TO UNITHOLDERS BENEFITS TO UNITHOLDERS

1 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

CCCT_c2.inddCT_c2.indd 1 66/6/2008/6/2008 55:15:58:15:58 AAMM ENLARGED PROPERTIES ENLARGED PROPERTIES

ENLARGED PROPERTIES (COMPRISING 1 GEORGE STREET AND THE EXISTING PROPERTIES)

The table below sets out selected information about the Enlarged Properties as at 31 March 2008 except for 1 George Street, where the information is as at 1 May 2008.

1 George Street Existing Properties(1) Enlarged Properties

NLA (sq m) 41,621 261,264 302,885 – Offi ce (sq m) 41,621 215,378 256,999 1 2 3 4 – Retail – 45,886 45,886 CAPITAL TOWER 6 BATTERY ROAD HSBC BUILDING RAFFLES CITY SINGAPORE Number of Tenants 31 480 511 North South Line – Offi ce 31 218 249 North East Line – Retail – 261 261 East West Line

Circle Line – Hotels and Convention Centre – 1 1 10 5 Number of Hotel Rooms – 2,028 2,028 7 Dhoby Ghaut Car Park Lots 178 3,665 3,843 Interchange Bugis Somerset Bras Basah Valuation (S$ Million) 1,165 5,110 6,275 (Under Construction) Committed Occupancy 100.0% 99.3% 99.4% 5 4 Esplanade (Under Construction) – Offi ce 100.0% 99.4% 99.5% STARHUB CENTRE City Hall Interchange – Retail – 99.0% 99.0% Clarke Quay 11 11 Marina Bay 2 Note: 3 1 GEORGE STREET (1) Excluding Wilkie Edge, a property under development. For Raffl es City Singapore, all the information in the table, except for the valuation, is based on 100.0% interest in Raffl es City Singapore. 8 Rafﬂes Place 9 Interchange

6 1

Tanjong Pagar

ROBINSON POINT

7 8 9 10

BUGIS VILLAGE GOLDEN SHOE CAR PARK MARKET STREET CAR PARK WILKIE EDGE

CCCT_tip1.inddCT_tip1.indd 1 66/6/2008/6/2008 55:14:31:14:31 AAMM ENLARGED PROPERTIES ENLARGED PROPERTIES

ENLARGED PROPERTIES (COMPRISING 1 GEORGE STREET AND THE EXISTING PROPERTIES)

The table below sets out selected information about the Enlarged Properties as at 31 March 2008 except for 1 George Street, where the information is as at 1 May 2008.

1 George Street Existing Properties(1) Enlarged Properties

6 1

Tanjong Pagar

ROBINSON POINT

7 8 9 10

BUGIS VILLAGE GOLDEN SHOE CAR PARK MARKET STREET CAR PARK WILKIE EDGE

CCCT_tip1.inddCT_tip1.indd 1 66/6/2008/6/2008 55:14:31:14:31 AAMM OVERVIEW

ABOUT CAPITACOMMERCIAL TRUST

CapitaCommercial Trust is Singapore’s fi rst listed commercial REIT with a market 6 BATTERY ROAD 1 GEORGE STREET CAPITAL TOWER capitalisation of S$3.1 billion based on the closing price of S$2.24 per Unit on 2 June 2008. CCT aims to own and invest in real estate and real estate-related assets which are income producing and used, or predominantly used, for commercial purposes. The total asset size of CCT is S$5.3 billion as at 31 December 2007, including a portfolio of nine prime properties and one property under development in Singapore, as well as investments in Malaysia. The properties in Singapore are Capital Tower, 6 Battery Road, HSBC Building, Raffl es City (60% interest through RCS Trust), Starhub Centre, Robinson Point, Bugis Village, Golden Shoe Car Park, Market Street Car Park and Wilkie Edge (currently under development and expected to be completed by the end of 2008). In addition, CCT is a substantial unitholder of Quill Capita Trust with 30% unitholdings. CCT has also invested in a 7.4% stake in Malaysia Commercial Development Fund Pte. Ltd.. Quill Capita Trust is a commercial REIT listed on Bursa Malaysia Securities Berhad, with a portfolio of nine commercial properties located in Kuala Lumpur and Cyberjaya, Malaysia. MCDF is CapitaLand’s fi rst and largest private real estate fund in Malaysia with a focus on real estate development properties primarily located in Kuala Lumpur and the Klang Valley.

THE PROPOSED ACQUISITION CCT was assigned a corporate family rating of “A3” by Moody’s Investors Service. On 26 March 2008, CapitaCommercial Trust entered into a CCT is managed by an external manager, CapitaCommercial Trust Management Clarke Quay call option agreement with George Street Pte Ltd pursuant Limited, which is an indirect wholly-owned subsidiary of CapitaLand, the largest to which it was granted a call option for the acquisition of Boat Quay Singapore listed real estate company in Southeast Asia by market capitalisation. 1 George Street at a purchase consideration of S$1,165.0 River million. 1 George Street enjoys the following competitive Hong Lim Park North Canal Rd strengths: Upper Pickering St (1) prominent location within the core of Singapore’s South Canal Rd CBD;

(2) accessibility to major transport networks and within UOB Plaza walking distance to Raffl es Place MRT interchange PickeringGeorge St St OCBC station and Clarke Quay MRT station; and South BridgeGreat Rd Centre Rafﬂes (3) anchored by quality tenants with a 100.0% occupancy Eastern Place Hong Lim Centre rate as at 1 May 2008. The stable and sustainable Complex Golden income stream from 1 George Street is expected to China Capital Shoe complement and enhance CCT’s current property Cross St Square China St Square Carpark portfolio. Central Far East Square

CCCT_tip2.inddCT_tip2.indd 1 66/6/2008/6/2008 55:15:31:15:31 AAMM OVERVIEW

ABOUT CAPITACOMMERCIAL TRUST

CCCT_tip2.inddCT_tip2.indd 1 66/6/2008/6/2008 55:15:31:15:31 AAMM TABLE OF CONTENTS

Page

CORPORATE INFORMATION ...... ii

SUMMARY ...... 1

INDICATIVE TIMETABLE ...... 7

LETTER TO UNITHOLDERS

1. Summary of Approvals Sought ...... 8

2. The Proposed Acquisition and its Rationale ...... 9

3. Details of the Acquisition ...... 16

4. Method of Proposed Financing...... 24

5. The General Mandate and its Rationale ...... 30

6. Recommendations ...... 31

7. Extraordinary General Meeting...... 31 8. Abstentions from Voting ...... 32 9. Action to be Taken by Unitholders ...... 32 10. Directors’ Responsibility Statement...... 32 11. Consents...... 32 12. Documents on Display ...... 33

IMPORTANT NOTICE ...... 34

GLOSSARY ...... 35

APPENDICES

Appendix A 1 George Street and the Existing Properties...... A-1

Appendix B Profit Forecast and Profit Projection ...... B-1

Appendix C Independent Accountants’ Report on the Profit Forecast and Profit Projection ...... C-1

Appendix D Valuation Certificates ...... D-1

Appendix E Independent Financial Adviser’s Letter ...... E-1

Appendix F Existing Interested Person Transactions ...... F-1

Appendix G Directors and Substantial Unitholders’ Interest ...... G-1

Appendix H Singapore Property Market Reviews by the Independent Property Consultants ...... H-1

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

PROXY FORM

i CORPORATE INFORMATION

Directors of CapitaCommercial : Mr Richard Edward Hale (Chairman & Independent Trust Management Limited Director) the manager of CCT Mr Liew Mun Leong (Deputy Chairman) (the “Manager”) Ms Lynette Leong Chin Yee (Chief Executive Officer) Mr Stewart Fraser Ewen OAM (Independent Director) Mr Fong Kwok Jen (Independent Director) Mr Ho Swee Huat (Independent Director) Mr Kee Teck Koon Mr Olivier Lim Tse Ghow Mr Wen Khai Meng

Registered Office of the : 39 Robinson Road Manager #18-01 Robinson Point Singapore 068911

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

Legal Adviser for the : Allen & Gledhill LLP Acquisition and to the Manager One Marina Boulevard #28-00 Singapore 018989

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

Unit Registrar and Unit : Boardroom Corporate & Advisory Services Pte. Ltd. Transfer Office (formerly known as Lim Associates (Pte) Ltd) 3 Church Street #08-01 Samsung Hub Singapore 049483

Independent Financial Adviser : ANZ Singapore Limited to the Independent Directors 1 Raffles Place and Audit Committee of the #32-00 OUB Centre Manager, and the Trustee Singapore 048616 (the “IFA”)

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

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

Knight Frank Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581

Independent Property : CB Richard Ellis (Pte) Ltd Consultants for the Singapore 6 Battery Road #32-01 Property Market Reviews Singapore 049909 (the “Independent Property Consultants”) DTZ Debenham Tie Leung (SEA) Pte Ltd 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 be found in the Glossary on pages 35 to 43 of this Circular. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding.

SUMMARY OF APPROVALS SOUGHT The Manager seeks approvals from the unitholders of CapitaCommercial Trust (“CCT”, and the unitholders of CCT, “Unitholders”) for the resolutions stated below:

(1) The Proposed Acquisition (Ordinary Resolution) The proposed acquisition of the property located at 1 George Street, Singapore 049145 (“1 George Street”, and the proposed acquisition of 1 George Street, the “Acquisition”).

(2) The Proposed General Mandate for the Issue of New Units and/or Convertible Securities (Ordinary Resolution) The proposed general mandate to be given to the Manager for the issue of new units in CCT (“Units”) and/or convertible securities (“Convertible Securities”) in the financial year ending 31 December 2008 (“FY2008”) such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the number of Units in issue as at 31 December 2007 (the “Base Figure”), of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted), where the Units and/or Convertible Securities are issued other than on a pro rata basis to existing Unitholders, must not be more than 20.0% of the Base Figure (the “General Mandate”).

RESOLUTION 1: THE PROPOSED ACQUISITION

Overview of the Proposed Acquisition On 26 March 2008, the Trustee entered into a call option agreement (the “Call Option Agreement”) with George Street Pte Ltd (the “Vendor”) pursuant to which the Trustee was granted a call option for the acquisition of 1 George Street (the “Call Option”) at a purchase consideration of S$1,165.0 million (the “Purchase Consideration”). Pursuant to the Call Option Agreement, the Vendor shall procure that CapitaLand Commercial Limited (“CCL”) shall negotiate and enter into a deed of yield protection (“Deed of Yield Protection”) to provide yield protection to CCT to ensure a minimum Net Property Income (as defined herein) of S$49,512,500 per annum, which is equal to 4.25% per annum of the Purchase Consideration (the “Yield Protection”). The Yield Protection is granted for a period of five years commencing from (and including) the date of completion of the sale and purchase of 1 George Street (“Completion”)1 and ending on the day immediately preceding the fifth anniversary of such date of Completion (which is expected to fall within 2013) (the “Yield Protection Period”).

1 George Street is a three-year old 23-storey premier Grade A Office (as defined herein) building prominently located in the core of Singapore’s Central Business District (“CBD”) within the Raffles Place micro-market, along George Street and near the junction of South Bridge Road and Pickering Street. 1 George Street has a net lettable area (“NLA”) of approximately 41,621 square metres (“sq m”) and a committed occupancy of 100.0% as at 1 May 2008. 1 George Street was completed in December 2004 and is one of the newest premier commercial properties in Singapore with state-of-the-art building

1 The date of Completion shall be a date which is not less than seven business days and not more than 14 business days, after the date on which the Trustee has exercised the Call Option.

1 specifications designed to suit tenants in the financial services industry and also multinational companies. Its major tenants include The Royal Bank of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’s of London (Asia) Pte Ltd and the Canadian High Commission.

The Purchase Consideration of 1 George Street was arrived at on a willing-buyer and willing-seller basis. The Manager has commissioned an independent property valuer, Jones Lang LaSalle Property Consultants Pte Ltd (“JLL”) and the Trustee has commissioned an independent property valuer, Knight Frank Pte Ltd (“Knight Frank”) to value 1 George Street. JLL in its report dated 16 April 2008 stated that the open market value of 1 George Street is S$1,165.0 million and Knight Frank in its report dated 16 April 2008 stated that the open market value of 1 George Street is S$1,170.0 million. In arriving at the open market value, JLL and Knight Frank did not take into consideration the Yield Protection. If the Yield Protection was taken into account in the valuation workings, the open market value derived would be in excess of S$1,165.0 million and S$1,170.0 million respectively. (See Appendix D — Valuation Certificates.)

The total cost of the Acquisition (the “Total Acquisition Cost”) is currently estimated to be approximately S$1,180.2 million, comprising: (i) the Purchase Consideration of S$1,165.0 million; (ii) the acquisition fee payable to the Manager (the “Acquisition Fee”) which amounts to S$11.7 million; and (iii) the estimated professional and other fees and expenses incurred by CCT in connection with the Acquisition which amounts to S$3.5 million. (See paragraph 3 of the Letter to Unitholders for further details.)

As the Acquisition will constitute an “interested party transaction” in the Property Funds Guidelines in Appendix 2 of the Code on Collective Investment Schemes (the “Property Funds Guidelines”) issued by the Monetary Authority of Singapore (the “MAS”), the Acquisition Fee will be made in the form of Units, which shall not be sold within one year from the date of issuance.

Under the terms of the property management agreement entered into between the Trustee, the Manager and the Property Manager on 1 March 2004 (the “Property Management Agreement”), the properties of CCT will, in general, be managed by CapitaLand Commercial Management Pte. Ltd. (the “Property Manager”). The Property Management Agreement provides that in respect of each property acquired by CCT, the Trustee, the Manager and the Property Manager will enter into a separate property management agreement in the form set out in a schedule to the Property Management Agreement, in order to incorporate the relevant terms of the Property Management Agreement.

If CCT acquires 1 George Street, 1 George Street will be managed by the Property Manager, and the Trustee, the Manager and the Property Manager will enter into a property management agreement in the form set out in a schedule to the Property Management Agreement (the “OGS PMA”). Under the terms of the OGS PMA, the Property Manager will be paid certain fees for property management, lease management and marketing services rendered in respect of 1 George Street (see paragraph 3.5 of the Letter to Unitholders for further details).

2 Interested Person Transaction and Interested Party Transaction As at 2 June 2008, being the latest practicable date prior to the printing of this Circular (the “Latest Practicable Date”), CapitaLand Limited (“CapitaLand”) held an aggregate indirect interest of 423,799,901 Units, which is equivalent to approximately 30.6% of the total number of Units then in issue (“Existing Units”), and is therefore regarded as a “controlling Unitholder”1 of CCT under both the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property Funds Guidelines.

CapitaLand has, through CCL, an indirect interest of 100% in the issued and paid-up share capital of the Vendor. For the purposes of Chapter 9 of the Listing Manual, the Vendor (being a subsidiary of a controlling Unitholder) is an “interested person” of CCT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, the Vendor (being a subsidiary of a controlling Unitholder) is an “interested party” of CCT.

Therefore, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual as well as an “interested party transaction” under the Property Funds Guidelines, in respect of which the approval of Unitholders is required (see paragraph 3.8.2 of the Letter to Unitholders for further details).

Major Transaction The Acquisition also constitutes a “major transaction” by CCT under Chapter 10 of the Listing Manual (see paragraph 3.8.1 of the Letter to Unitholders for further details).

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

Prime Landmark Office Building 1 George Street is a premier quality asset which will further enhance CCT’s existing portfolio of prime commercial properties. 1 George Street enjoys the following competitive strengths: (i) prominent location within the core of Singapore’s CBD; (ii) accessibility to major transport networks and within walking distance to Raffles Place Mass Rapid Transit (“MRT”) interchange station and Clarke Quay MRT station; (iii) one of the newest premier commercial properties in Singapore (1 George Street was completed only three years ago) with large column-free floor plates and state-of-the-art building specifications; and (iv) anchored by quality tenants with a 100.0% committed occupancy rate as at 1 May 2008.

Acquisition fits the Manager’s Investment Strategy The Acquisition is in line with the Manager’s principal investment strategy to invest in real estate and real estate-related assets which are yield-accretive and used or predominantly used for commercial purposes, with a focus on prime assets in strategic locations, premier building specifications and quality tenants so as to deliver stable distribution and sustainable total returns to the Unitholders.

This is also in line with the Manager’s stated target (announced in July 2006) to grow CCT’s total assets (“Deposited Property”) to S$6.0 billion by 2009. With the inclusion of 1 George Street, CCT’s Deposited Property will increase from approximately S$5.3 billion as at 31 December 2007 to approximately S$6.5 billion. This will further strengthen CCT’s position as the largest commercial REIT by total assets and market capitalisation in Singapore.

1 A person with an interest in one or more Units constituting not less than 15.0% of all outstanding Units.

3 Yield Accretion Unitholders will enjoy a higher distribution per Unit (“DPU”) as a result of the Acquisition. The minimum net property yield of 4.25% per annum of the Purchase Consideration for 1 George Street is more than the average net property yield of CCT’s Grade A Offices of 3.6%1. Following the Acquisition and based on the assumptions outlined in Appendix B of this Circular, CCT’s DPU is expected to improve as follows: (i) from 5.45 cents to 5.63 cents (an increase of approximately 3.3%) for the financial period commencing from 1 July 2008 to 31 December 2008 (the “Forecast Period 2008”); and (ii) from 12.02 cents to 12.34 cents (an increase of approximately 2.7%) for the financial year ending 31 December 2009 (the “Projection Year 2009”). This expected increase in DPU will result from, among others, the acquisition of 1 George Street at an attractive price relative to the income stream from a good tenant base together with the Yield Protection provided by CCL.

Growth Potential from Rental Reversions in a Robust Singapore Office Market With more than 50.0% of 1 George Street’s existing leases due to expire in 2008 and 2009, the Manager believes that 1 George Street is in a good position to capitalise on the current buoyant Singapore office market. The current average passing rent for 1 George Street is significantly below the achieved rents of between S$18.00 to S$20.00 per sq ft per month for Grade A Office space within the Raffles Place micro-market in the first quarter of 2008 (see Appendix H — Singapore Property Market Reviews by the Independent Property Consultants), thereby presenting CCT with high growth potential from future rental reversions. In addition, CB Richard Ellis (Pte) Ltd (“CBRE”) expects Grade A Office and prime rents to stay fairly robust from 2010 to 2012 on the back of an expected healthy Singapore economy, with such rents generally expected to be within an estimated range of S$12.00 to S$15.00 per sq ft per month. Based on the assumptions for the profit forecast for 1 George Street as set out in Appendix B and assuming all leases expiring between 2010 and 2011 are renewed based on the forecast rental rate of S$12.00 to S$15.00 per sq ft per month, the net property yield in 2011 is projected to be 4.4% to 4.9% based on the Purchase Consideration, which is above the minimum 4.25% net property yield offered through the Yield Protection by CCL.

In addition, the Acquisition is augmented by the Yield Protection of 4.25% per annum of the Purchase Consideration provided by CCL for a period of five years, commencing from the date of Completion and ending on the day immediately preceding the fifth anniversary of such date of Completion (which is expected to fall within 2013). The Acquisition, in conjunction with the Yield Protection, will allow CCT and its Unitholders to benefit from all the upside potential from rental reversions in 1 George Street while eliminating downside market rental risk during the Yield Protection Period.

Strengthen Focus in Prime Office Market Given 1 George Street’s premier Grade A quality, the Acquisition will be a valuable addition to CCT’s existing portfolio of prime commercial properties and strengthen CCT’s focus on premier office properties. The Acquisition will increase the Gross Rental Income2 (as defined herein) contribution from the Office Component (as defined herein) in CCT’s Existing Properties from 62.1% to 66.5%. This will reinforce CCT as one of the leading commercial REITs in Singapore with a prime focus on premier quality office space. In addition, the Acquisition will increase the Gross Rental Income2 contribution from CCT’s Grade A Offices, which currently comprises Capital Tower and 6 Battery Road, from 40.5% to 47.4%.

1 Based on the Net Property Income contribution for the Forecast Period 2008 and the valuation as at 1 December 2007 for Capital Tower and 6 Battery Road. 2 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties (as defined herein) and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

4 Enhance Tenant Base The Acquisition is expected to further enhance CCT’s tenant base with the addition of major tenants that include The Royal Bank of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’sof London (Asia) Pte Ltd and the Canadian High Commission. This will add to CCT’s existing core of blue chip tenants which include government agencies, financial institutions and multinational corporations.

Income Diversification The Acquisition is expected to benefit Unitholders by improving income diversification and reducing the reliance of CCT’s income stream on any single asset. Following the Acquisition, the maximum contribution to CCT’s Net Property Income by any single property within CCT’s property portfolio will decrease from approximately 36.9% to approximately 30.0% based on the Net Property Income contribution for the Forecast Period 2008.

Following the Acquisition, CCT’s top 10 committed tenants will contribute to 47.1% of CCT portfolio’s Gross Rental Income1 as compared to 53.2% before the Acquisition. The Manager is of the view that a wider tenant base will help diversify CCT’s Net Property Income.

Economies of Scale With the addition of 1 George Street to the Existing Properties (collectively, the “Enlarged Properties”), CCT will have a NLA of 302,885 sq m. This will benefit Unitholders in the long term due to economies of scale which the Manager and the Property Manager will enjoy through greater efficient allocation of resources including staff and personnel, and cost savings from bulk purchase synergies and dealings with service providers.

Method of Proposed Financing The Manager has put in place a range of committed funding for 100.0% of the Total Acquisition Cost. The Manager may finance the Acquisition through a combination of any of the following committed funding: (i) drawing down on all or a portion of the two-year secured term loan facility of up to S$700.0 million (the “Secured Term Loan”); (ii) using the proceeds from the issue of S$370.0 million of aggregate principal amount of bonds convertible into Units (the “Convertible Bonds”); (iii) using the proceeds from the issuance of notes from the S$1.0 billion Medium Term Notes Programme (the “MTN Programme”) including the S$150.0 million two-year fixed rate notes issued in March 2008; and (iv) drawing down on other short term loan facilities which CCT has put in place. (See paragraph 4 of the Letter to Unitholders for further details.)

1 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

5 RESOLUTION 2: THE PROPOSED GENERAL MANDATE FOR THE ISSUE OF NEW UNITS AND/OR CONVERTIBLE SECURITIES The Manager proposes to seek approval from Unitholders for a general mandate to be given to the Manager for the issue of new Units and/or Convertible Securities in FY2008 such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the Base Figure, of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted), where the Units and/or Convertible Securities are issued other than on a pro rata basis to existing Unitholders, must not be more than 20.0% of the Base Figure.

The Manager is of the view that the General Mandate will allow CCT to raise funds more expeditiously without the time and expense of convening extraordinary general meetings and to be more responsive in the acquisition of new properties in a competitive environment.

6 INDICATIVE TIMETABLE

Event Date and Time

Last date and time for lodgment of : Wednesday, 25 June 2008 at 10.30 a.m. Proxy Forms

Date and time of the Extraordinary : Friday, 27 June 2008 at 10.30 a.m. General Meeting (the “EGM”)

If the approval for the Acquisition is obtained at the EGM:

Target Date for Completion : A date no earlier than seven business days but no later than 14 business days from the date of issue of the notice to exercise the Call Option which, in general, must be exercised within three business days of the EGM.

(See paragraph 3.1 of the Letter to Unitholders for more details.)

The timetable for the events which are scheduled to take place after the EGM is indicative only and is subject to change at the Manager’s absolute discretion.

7 CAPITACOMMERCIAL TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended))

Directors of the Manager Registered Office Mr Richard Edward Hale (Chairman & Independent Director) 39 Robinson Road Mr Liew Mun Leong (Deputy Chairman) #18-01 Robinson Point Ms Lynette Leong Chin Yee (Chief Executive Officer) Singapore 068911 Mr Stewart Fraser Ewen OAM (Independent Director) Mr Fong Kwok Jen (Independent Director) Mr Ho Swee Huat (Independent Director) Mr Kee Teck Koon Mr Olivier Lim Tse Ghow Mr Wen Khai Meng 9 June 2008

To: Unitholders of CapitaCommercial Trust

Dear Sir/Madam

1. SUMMARY OF APPROVALS SOUGHT The following paragraphs set forth a summary of the approvals which the Manager seeks from Unitholders. Approval by way of an Ordinary Resolution (as defined herein) is required in respect of resolutions relating to the Acquisition (Resolution 1) and the General Mandate (Resolution 2).

1.1 Resolution 1: The Proposed Acquisition (Ordinary Resolution)

1.1.1 The Proposed Acquisition CapitaLand held an aggregate indirect interest of 423,799,901 Units, which is equivalent to approximately 30.6% of the total number of Units in issue, as at the Latest Practicable Date, and is therefore regarded as a “controlling Unitholder” of CCT under both the Listing Manual and the Property Funds Guidelines.

As at the Latest Practicable Date, CapitaLand has, through CCL, an indirect interest of 100.0% in the issued and paid-up share capital of the Vendor. For the purposes of Chapter 9 of the Listing Manual, the Vendor (being a subsidiary of a controlling Unitholder) is an “interested person” of CCT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, the Vendor (being a subsidiary of a controlling Unitholder) is an “interested party” of CCT.

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

Approval of the Unitholders is sought because the Purchase Consideration in connection with the Acquisition exceeds both the aforementioned thresholds stated in Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds Guidelines.

8 In compliance with the requirements of the Listing Manual and the Property Funds Guidelines, the Manager is therefore seeking Unitholders’ approval for the Acquisition. By approving the Acquisition, Unitholders will be deemed to also have approved the principal terms of the Sale and Purchase Agreement (as set out in paragraph 3.2), the Deed of Yield Protection (as set out in paragraph 3.4) and all documents which are required to be executed by the Parties in order to give effect to the provisions of the Sale and Purchase Agreement or in order to facilitate Completion.

The Acquisition also constitutes a “major transaction” by CCT under Chapter 10 of the Listing Manual.

(See paragraphs 2, 3 and 4 below for further details about the proposed Acquisition.)

1.1.2. Abstention from Voting CapitaLand will abstain, and will ensure that E-Pavilion Pte. Ltd., SBR Private Limited and the Manager (which are all wholly-owned subsidiaries of CapitaLand) will abstain, from voting at the EGM on the resolution relating to the Acquisition.

(See paragraph 8 below for further details about the abstention from voting.)

1.2 Resolution 2: The Proposed General Mandate for the Issue of New Units and/or Convertible Securities (Ordinary Resolution) The Manager is seeking Unitholders’ approval for the General Mandate so that the Manager may issue new Units and/or Convertible Securities in FY2008, such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the Base Figure of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted), where the Units and/or the Convertible Securities are issued other than on a pro rata basis to existing Unitholders, must not be more than 20.0% of the Base Figure.

(See paragraph 5 below for further details about the General Mandate.)

2. THE PROPOSED ACQUISITION AND ITS RATIONALE

2.1 Description of 1 George Street 1 George Street is a three-year old 23-storey premier Grade A Office building prominently located in the core of Singapore’s CBD within the Raffles Place micro-market, along George Street and near the junction of South Bridge Road and Pickering Street. 1 George Street comprises office units from the 7th to 23rd storeys, retail units on the 1st and 5th storeys, a gymnasium on the 5th storey, 178 car park lots and four sky gardens located on the 5th, 12th, 15th and 22nd storeys. 1 George Street has a NLA of 41,621 sq m and a committed occupancy rate of 100.0% as at 1 May 2008.

1 George Street was completed in December 2004 and is one of the newest premier commercial properties in Singapore with state-of-the-art building specifications designed to suit tenants in the financial services industry and also multinational companies. Its major tenants include The Royal Bank of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’s of London (Asia) Pte Ltd and the Canadian High Commission.

(See Appendix A of this Circular for further details about 1 George Street.)

9 2.2 Rationale for the Acquisition The Manager believes that the Acquisition will bring the following key benefits to Unitholders:

2.2.1 Prime Landmark Office Building 1 George Street is a premier quality asset which will further enhance CCT’s existing portfolio of prime commercial properties. 1 George Street enjoys the following competitive strengths: (i) prominent location within the core of Singapore’s CBD; (ii) accessibility to major transport networks and within walking distance to Raffles Place MRT interchange station and Clarke Quay MRT station; (iii) one of the newest premier commercial properties in Singapore (1 George Street was completed only three years ago). Its large column-free floor plates and state-of-the-art building specifications are designed to suit tenants in the financial services industry and multinational companies. In addition, the building is structurally designed to allow future extension floors, which eliminates the need to demolish and rebuild in future; and (iv) 1 George Street is anchored by quality tenants with a 100.0% committed occupancy rate as at 1 May 2008. The stable and sustainable income stream from 1 George Street is expected to complement and enhance CCT’s current property portfolio.

2.2.2 Acquisition fits the Manager’s Investment Strategy The Acquisition is in line with the Manager’s principal investment strategy to invest in real estate and real estate-related assets which are yield-accretive and used or predominantly used for commercial purposes, with a focus on prime assets in strategic locations, premier building specifications and quality tenants so as to deliver stable distribution and sustainable total returns to the Unitholders.

It is also in line with the Manager’s stated target (announced in July 2006) to grow CCT’s Deposited Property to S$6.0 billion by 2009. With the inclusion of 1 George Street, CCT’s Deposited Property will increase from approximately S$5.3 billion as at 31 December 2007 to approximately S$6.5 billion. This will further strengthen CCT’s position as the largest commercial REIT by total assets and market capitalisation in Singapore.

10 CCT was first listed on the SGX-ST in May 2004, and the initial seven properties in the portfolio were Capital Tower, 6 Battery Road, Starhub Centre, Robinson Point, Bugis Village, Golden Shoe Car Park and Market Street Car Park. Since then, CCT has successfully completed six yield-accretive acquisitions and value-added investments as set out in the table below:

Asset Properties Date of Value(1) Acquired/Investments Acquisition/Investments (S$ Million) HSBC Building April 2005 147.0 100.0% investment in Junior Bonds of April 2006 19.7 Aragorn ABS Berhad (“Aragorn”)(2) 60.0% interest in Raffles City Singapore(3) September 2006 1,299.6 30.0% interest in Quill Capita Trust (“QCT”) January 2007 & 58.8 August 2007 7.4% interest in Malaysia Commercial N.A. 30.5(4) Development Fund Pte. Ltd. (“MCDF”) Wilkie Edge November 2007 182.7(5)

Notes: (1) Based on the purchase price of the asset or investment. (2) The Junior Bonds have been fully redeemed on 3 October 2007. (3) This is held through RCS Trust, a joint ownership vehicle in the form of an unlisted special purpose sub-trust constituted by a trust deed with CCT holding an interest of 60.0% and CapitaMall Trust (“CMT”) holding the remaining 40.0%. (4) Committed investment. (5) Wilkie Edge is under development and is expected to be completed by the end of 2008. In the event the agreement for lease with Ascott Scotts Pte. Ltd. is annulled or terminated, the purchase price (including the serviced apartments component) will be S$262.0 million. Ascott Scotts Pte. Ltd. is a wholly-owned subsidiary of The Ascott Group Limited, which in turn is a wholly-owned subsidiary of CapitaLand.

As set out in the table below, the CCT’s Deposited Property is approximately S$5.3 billion as at 31 December 2007. After the completion of the Acquisition, the total Deposited Property of CCT will increase to approximately S$6.5 billion.

(S$ Million) CCT’s Deposited Property as at 31 December 2007 5,278.7 Add: Total Acquisition Cost 1,180.2 CCT’s Deposited Property after the Acquisition 6,458.9

2.2.3 Yield Accretion Unitholders will enjoy a higher DPU as a result of the Acquisition. The minimum net property yield of 4.25% per annum of the Purchase Consideration for 1 George Street is more than the average net property yield of CCT’s Grade A Offices of 3.6%1.

Based on the Manager’s forecast, the Acquisition will generate an annualised property yield of not less than 4.25% for the Forecast Period 2008 and not less than 4.25% for the Projection Year 2009, after taking into account the Yield Protection.

1 Based on the Net Property Income forecast for the Forecast Period 2008 and the valuation as at 1 December 2007 for Capital Tower and 6 Battery Road.

11 To illustrate the overall yield-accretive nature of the Acquisition, combined with the issue of the Convertible Bonds, the draw down of the Secured Term Loan, the proceeds from the MTN Programme and the short term loan facilities, the table below shows CCT’s forecast and projected DPU in relation to: (i) Capital Tower, 6 Battery Road, HSBC Building, Starhub Centre, Robinson Point, Bugis Village, Golden Shoe Car Park, Market Street Car Park, the 60.0% interest in Raffles City Singapore and Wilkie Edge (collectively, the “Existing Properties”) and CCT’s 30.0% interest in QCT and CCT’s 7.4% interest in MCDF (together with the Existing Properties, the “Existing Portfolio”); and (ii) the Existing Portfolio with 1 George Street (the “Enlarged Portfolio”), for the Forecast Period 2008 and the Projection Year 2009 based on the assumption that: (a) an aggregate principal amount of S$370.0 million for the Convertible Bonds issued at a conversion price of S$2.6762 for each new Unit; and (b) the Manager’s management fee (the “Management Fee”) and the Acquisition Fee for 1 George Street is paid in the form of Units, in the following scenarios: (A) Scenario A: the Convertible Bonds issued are not converted into Units (“Conversion Units”) during the Forecast Period 2008 and the Projection Year 2009; and (B) Scenario B: the Convertible Bonds issued are fully converted into Conversion Units on 21 May 2008, being the commencement date of the conversion period.

Forecast and Projected DPU(1) (assuming that CCT’s aggregate leverage (“Aggregate Leverage”) is increased to approximately 37.6% after Completion)

Forecast Period 2008 Projection Year 2009 (1 July 2008 to (Financial Year ending 31 December 2008) 31 December 2009) Existing Enlarged Existing Enlarged Portfolio Portfolio Portfolio Portfolio Scenario A DPU (cents) 5.45(2) 5.63 12.02(2) 12.34 DPU — 0.18 — 0.32 increase over Existing Portfolio Scenario B DPU (cents) 4.96(2) 5.36 10.93(2) 11.71 DPU — 0.40 — 0.78 increase over Existing Portfolio

Notes: (1) For the computation of DPU, the total number of Units issued includes the Existing Units and the Units issued for the acquisition fee and the management fee for RCS Trust, Wilkie Edge and 1 George Street. (2) In the event the Acquisition is not approved by Unitholders, CCT will still incur interest on the Convertible Bonds and the S$150.0 million MTN that were issued for the Acquisition. In such event, the DPU for the Forecast Period 2008 and the Projection Year 2009 will be 5.23 cents and 12.14 cents under Scenario A and 4.75 cents and 11.04 cents under Scenario B respectively.

This expected increase in DPU will result from, among others, the acquisition of 1 George Street at an attractive price relative to the income stream from a good tenant base together with the Yield Protection provided by CCL.

12 2.2.4 Growth Potential from Rental Reversions in a Robust Singapore Office Market The Singapore office market is expected to remain strong in 2008. According to CBRE’s Singapore Property Market Review, the average occupancy rate in the Raffles Place area, the micro-market in which 1 George Street is located, is 98.1% as at the end of the first quarter of 2008, the highest since 2001. The office leasing market is likely to remain active in 2008, with deals being dominated by the banking and financial sector. Supply of office space, on the other hand, will remain fairly inelastic until 2010, which will continue to drive rental growth over the next two to three years. Prime office rents are expected to reach a projected average of S$17.00 per sq ft per month, while average Grade A Office rents would likely be in the region of S$19.00 per sq ft per month at end-2008. CBRE also projects that the average prime and Grade A Office rents would rise further to S$17.50 per sq ft per month and S$20.00 per sq ft per month respectively by end-2009.

With more than 50.0% of 1 George Street’s existing leases due to expire in 2008 and 2009, the Manager believes that 1 George Street is in a good position to capitalise on the current buoyant Singapore office market. The current average passing rent for 1 George Street is significantly below the achieved rents of between S$18.00 to S$20.00 per sq ft per month for Grade A Office space within the Raffles Place micro-market in the first quarter of 2008 (see Appendix H — Singapore Property Market Reviews by the Independent Property Consultants), thereby presenting CCT with high growth potential from future rental reversions. In addition, CBRE expects Grade A Office and prime rents to stay fairly robust from 2010 to 2012 on the back of an expected healthy Singapore economy, with such rents generally expected to be within an estimated range of S$12.00 to S$15.00 per sq ft per month. Based on the assumptions for the profit forecast for 1 George Street as set out in Appendix B and assuming all leases expiring between 2010 and 2011 are renewed based on the forecast rental rate of S$12.00 to S$15.00 per sq ft per month, the net property yield in 2011 is projected to be 4.4% to 4.9% based on the Purchase Consideration, which is above the minimum 4.25% net property yield offered through the Yield Protection by CCL.

The chart below shows the leases which are expiring at 1 George Street by percentage of monthly Gross Rental Income from 2008 to 2010 and the weighted average gross rental rate per sq ft per month as at 1 May 2008, compared to the Grade A Office rent in the first quarter of 2008 reported by CBRE.

60.0% Achieved Grade A Office rent in Raffles Place micro-market: S$18.00 -S$20.00 per sq ft per month S$20.00 50.0% S$18.00 S$16.00 40.0% S$14.00 32.0% 30.2% S$12.00 30.0% S$10.00 18.6% S$8.00 20.0% $6.60 $5.56 $5.88 S$6.00 10.0% S$4.00 S$2.00

2008 2009 2010 By Gross Rental Income Gross Rental Income of Expiring Leases (S$ per sq ft per month)

13 In addition, the Acquisition is augmented by the Yield Protection of 4.25% per annum of the Purchase Consideration provided by CCL for a period of five years, commencing from the date of Completion and ending on the day immediately preceding the fifth anniversary of such date of Completion (which is expected to fall within 2013). The Acquisition, in conjunction with the Yield Protection, will allow CCT and Unitholders to benefit from all the upside potential from rental reversions in 1 George Street while eliminating downside market risk during the Yield Protection Period.

2.2.5 Strengthen Focus in Prime Office Market Given 1 George Street’s premier Grade A quality, the Acquisition will be a valuable addition to CCT’s existing portfolio of prime commercial properties and strengthen CCT’s focus on premier office properties. The Acquisition will increase the Gross Rental Income1 contribution from the Office Component in CCT’s Existing Properties from 62.1% to 66.5%. This will reinforce CCT as one of the leading commercial REITs in Singapore with a prime focus on premier quality office space.

Before Acquisition After Acquisition

62.1%

66.5%

15.7% 13.9%

19.6% 22.2%

Office Retail Hotels & Convention Centre

In addition, the Acquisition will increase the Gross Rental Income1 contribution from CCT’s Grade A Offices, which currently comprises Capital Tower and 6 Battery Road, from 40.5% to 47.4%.

Before Acquisition After Acquisition

40.5%

47.4%

20.2% 17.9%

39.3% 34.7%

Grade A Office Buildings Raffles City Singapore Others

1 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

14 2.2.6 Enhance Tenant Base The Acquisition is expected to further enhance CCT’s tenant base with the addition of major tenants that include The Royal Bank of Scotland PLC, WongPartnership LLP, Borouge Pte. Ltd., Lloyd’s of London (Asia) Pte Ltd and the Canadian High Commission. This will add to CCT’s existing core of blue chip tenants which include government agencies, financial institutions and multinational corporations such as Government of Singapore Investment Corporation Private Limited, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, JPMorgan Chase Bank, N.A., Cisco Systems (USA) Pte. Ltd., StarHub Ltd., the CapitaLand Group, Nomura Singapore Limited and the Economic Development Board.

2.2.7 Income Diversification The Acquisition is expected to benefit Unitholders by improving income diversification and reducing the reliance of CCT’s income stream on any single asset. Following the Acquisition, the maximum contribution to CCT’s Net Property Income by any single property within CCT’s property portfolio will decrease from approximately 36.9% to approximately 30.0% based on the Net Property Income contribution for the Forecast Period 2008.

The table below sets out the contribution of each property to CCT’s Net Property Income for the Forecast Period 2008.

Net Property Income Contribution for the Forecast Period 2008 Properties(1) Before the Acquisition After the Acquisition Raffles City Singapore(2) 36.9% 30.0% 6 Battery Road 28.7% 23.3% Capital Tower 12.5% 10.2% Starhub Centre 6.0% 4.9% Robinson Point 4.2% 3.4% HSBC Building 4.1% 3.3% Bugis Village 3.6% 2.9% Golden Shoe Car Park 3.5% 2.9% Market Street Car Park 0.5% 0.4% 1 George Street — 18.7% Total 100.0% 100.0%

Notes: (1) Excludes Wilkie Edge, a property under development. (2) Based on CCT’s 60.0% interest in Raffles City Singapore.

1 Based on the monthly Gross Rental Income as at 31 March 2008 for the Existing Properties and the monthly Gross Rental Income as at 1 May 2008 for 1 George Street.

15 2.2.8 Economies of Scale With the addition of 1 George Street to the Existing Properties, CCT will have NLA of 302,885 sq m. This will benefit Unitholders in the long term due to economies of scale which the Manager and the Property Manager will enjoy through greater efficient allocation of resources including staff and personnel, and cost savings from bulk purchase synergies and dealings with service providers.

3. DETAILS OF THE ACQUISITION

3.1 The Call Option Agreement On 26 March 2008, the Trustee entered into the Call Option Agreement with the Vendor, wherein the Vendor granted the Trustee a Call Option for the Acquisition. The right to exercise the Call Option is conditional upon CCT obtaining the approval of its Unitholders for the Acquisition (“Unitholders Approval”) at an EGM which the Trustee shall, following the recommendation of the Manager, use its best endeavours to convene by 30 June 2008, but in any event no later than 31 July 2008.

Pursuant to the Call Option Agreement, the Trustee and the Vendor have negotiated in good faith with each other on arms’ length commercial terms and have finalised the terms and conditions of: (i) the sale and purchase agreement in respect of the Acquisition (the “Sale and Purchase Agreement”) and all other agreements or documents required to give effect to the Sale and Purchase Agreement and facilitate the completion of the Acquisition; (ii) a disclosure letter to be executed by the Vendor in favour of the Trustee; and (iii) the Deed of Yield Protection.

The Call Option may only be exercised during the period commencing between the date on which Unitholders Approval for the Acquisition is obtained and ending at 5.00 p.m. on the date falling three business days thereafter (or such other date as may be agreed by the Trustee and the Vendor in writing). The Trustee is required to give written notice to the Vendor when CCT has obtained the Unitholders Approval at the EGM for the Acquisition, and such written notice (“Fulfilment Notice”) shall be given no later than 5.00 p.m. on the date falling three business days after the Unitholders Approval is obtained (“Fulfilment Date”).

3.2 The Sale and Purchase Agreement The principal terms of the Sale and Purchase Agreement include, among others, the following:

3.2.1 Conditions Precedent The sale and purchase of 1 George Street is subject to the consent of the head lessor, the President of the Republic of Singapore, being granted prior to the Fulfilment Date, to the following: (i) the sale of 1 George Street to the Trustee; (ii) the mortgage and/or charge of 1 George Street by the Trustee; and (iii) the entry into by the Trustee of the new tenancy and licence agreements in respect of the various parts of 1 George Street after completion of the sale of 1 George Street.

3.2.2 Purchase Consideration The purchase consideration of S$1,165.0 million shall be paid on Completion.

16 3.2.3 Completion On Completion, the Vendor shall procure the execution and delivery by CCL to the Trustee of the Deed of Yield Protection duly executed by CCL, in addition to delivery of the certificate of title and instrument of transfer in respect of 1 George Street and other documents delivered pursuant to the Sale and Purchase Agreement.

3.2.4 Signage Licence Pursuant to the Sale and Purchase Agreement, CCL will enter into a licence agreement with the Trustee to place a neon signage on 1 George Street for a period of five years for a licence fee. The licence fee payable by CCL for the licence is S$50,000 per annum (which is inclusive of any charges payable by CCL for the electricity, water and telecommunications supplied to the area which is licensed and/or the neon signage but which excludes goods and services tax).

3.3 Estimated Acquisition Cost The current estimated Total Acquisition Cost is approximately S$1,180.2 million, comprising: (i) the Purchase Consideration of S$1,165.0 million; (ii) the Acquisition Fee payable to the Manager which amounts to S$11.7 million; and (iii) the estimated professional and other fees and expenses incurred by CCT in connection with the Acquisition which amounts to S$3.5 million. As the Acquisition will constitute an “interested party transaction” under the Property Fund Guidelines, the Acquisition Fee payable to the Manager will be made in the form of Units, which shall not be sold within one year from the date of issuance. Apart from the Acquisition Fee which will be paid in the form of Units, the rest of the Total Acquisition Cost will be paid in cash. The Acquisition Fee will be payable as soon as practicable after the Completion.

3.4 The Deed of Yield Protection The principal terms of the Deed of Yield Protection include, among others, the following:

3.4.1 CCL shall provide Yield Protection to CCT to ensure a minimum Net Property Income of S$49,512,500 per annum, which is equal to 4.25% per annum of the Purchase Consideration;

3.4.2 the duration of the Yield Protection is for a period of five years commencing from (and including) the date of Completion and ending on the day immediately preceding the fifth anniversary of such date of Completion (which is expected to fall within 2013); and

3.4.3 CCL shall provide the Yield Protection to CCT by making top-up payments to CCT, if required, during the Yield Protection Period.

3.5 Property Management Agreement The property management services in relation to 1 George Street will be provided by the Property Manager. The Property Manager is an indirect wholly-owned subsidiary of CapitaLand.

If CCT acquires 1 George Street, the Trustee, the Manager and the Property Manager will, pursuant to the Property Management Agreement dated 1 March 2004 between the Trustee, the Manager and the Property Manager whereby the Property Manager was appointed with effect from 1 March 2004 to operate, maintain, manage and market all the properties of CCT, subject to the overall management of the Manager, enter into the OGS PMA, wherein the Property Manager will be appointed to operate, maintain, manage and market 1 George Street, subject to overall management by the Manager.

17 The principal terms of the OGS PMA, which is based on the Property Management Agreement, include, among others, the following:

3.5.1 the term of the Property Management Agreement is for 10 years from the date of entry into the OGS PMA;

3.5.2 the Property Manager is entitled to the following fees to be borne out of the Deposited Property: (i) for property management and lease management services, a property management fee (the “Property Management Fee”) of 3.0% per annum of the Net Property Income before payment of the Property Management Fee; and (ii) for marketing services, the following commissions: (a) one month’s Gross Rental Income, or licence fee, as applicable, for securing a tenancy or licence of two years or more; (b) one-half month’s Gross Rental Income or licence fee, as applicable for securing a tenancy or licence of less than two years but at least a year and a proportionate part thereof for securing a tenancy or licence of less than a year; and (c) one-quarter month’s Gross Rental Income or licence fee, as applicable, for securing a renewal of tenancy or licence of a year or more and a proportionate part thereof for securing a renewal of a tenancy or licence of less than a year;

3.5.3 in addition to its fees, the Property Manager will be fully reimbursed for: (i) the employment costs and remuneration of the team of personnel engaged by the Property Manager for the provision of services to 1 George Street; and (ii) employment costs and remuneration relating to the centralised team of personnel who provide group services for 1 George Street;

3.5.4 the Property Manager is authorised to utilise funds deposited in the operating accounts of CCT to make payment of all costs and expenses incurred in the operation, maintenance, management and marketing of 1 George Street, within an annual budget approved by the Trustee on the recommendation of the Manager; and

3.5.5 the Trustee or the Manager may terminate the appointment of the Property Manager for 1 George Street on the occurrence of certain specified events, which include the liquidation or cessation of business of the Property Manager. The Trustee or the Manager may also terminate the appointment of the Property Manager specifically in relation to 1 George Street in the event of the sale of 1 George Street, or the appointment of the Property Manager may also be terminated by the Manager if CCT is terminated. The Property Manager will not be entitled to compensation on such termination. On the termination of the appointment of the Property Manager, the Manager shall, as soon as is practicable, procure the appointment of a replacement property manager for 1 George Street.

18 3.6 Certain Financial Information Relating to the Acquisition The following table presents, in summary, certain selected financial information in relation to the Acquisition and, based on the following assumptions: (i) the Acquisition is to be completed on 30 June 2008; and (ii) the Yield Protection of a minimum Net Property Income of S$49,512,500 per annum, which is equal to 4.25% per annum of the Purchase Consideration is in place.

Forecast Period 2008 Projection Year 2009 (1 July 2008 to (1 January 2009 to 31 December 2008) 31 December 2009) Gross Revenue (S$’000)(1) 32,246 66,590 Property Operating Expenses (S$’000) 7,355 17,077 Net Property Income (S$’000) 24,891 49,513 Net Property Yield (%) 4.25(2) 4.25

Notes: (1) Including the Yield Protection of S$11.6 million and S$11.7 million from CCL for the Forecast Period 2008 and the Projection Year 2009 respectively. (2) Annualised figure.

The detailed forecast and projected statement of Net Income (as defined herein) and distribution in relation to the Acquisition and the assumptions for the forecast and projected information included in the table above are set out in Appendix B of this Circular.

3.7 Pro Forma Financial Effects of the Acquisition The pro forma financial effects of the Acquisition on the DPU and NAV per Unit presented below are strictly for illustrative purposes and were prepared based on the audited financial statements of the CCT Group for the financial year ended 31 December 2007 (the “CCT Audited Financial Statements”) as well as the audited financial statement of the Vendor for the financial year ended 31 December 2007, taking into account the Total Acquisition Cost, and assuming that: (i) an additional borrowing of S$1,185.2 million is incurred by CCT to fully finance the Acquisition and debt issuance expenses, increasing CCT’s Aggregate Leverage to 37.6%; (ii) the Acquisition is made with 100.0% of the income from 1 George Street accruing to CCT from 1 January 2007 and the Yield Protection of a minimum Net Property Income of S$49,512,500 per annum, which is equal to 4.25% per annum of Purchase Consideration being in place from 1 January 2007; and (iii) the Management Fee and the Acquisition Fee for 1 George Street are paid in the form of Units.

19 3.7.1 Pro Forma DPU The pro forma financial effects of the Acquisition on CCT’s DPU for the financial year ended 31 December 2007, as if CCT had purchased 1 George Street on 1 January 2007, and held and operated 1 George Street through to 31 December 2007, are as follows:

Effects of the Acquisition Before the After the Acquisition(1) Acquisition(2) Net Income before Tax(3) (S$’000) 101,149 84,787 Distributable Income (S$’000) 120,422 125,893 Units in issue (’000) 1,384,692 1,391,107(4) DPU (cents) 8.70(5) 9.05

Notes: (1) Based on the CCT Audited Financial Statements which include CCT’s 60.0% interest in RCS Trust on a line-by-line basis. (2) Based on the assumption that the Acquisition is made with 100.0% of the income from 1 George Street accruing to CCT from 1 January 2007 and the Yield Protection of a minimum Net Property Income of S$49,512,500 per annum, which is equal to 4.25% per annum of the Purchase Consideration is in place from 1 January 2007. (3) The lower Net Income before tax after the Acquisition is due to the effect of amortisation of the premium relating to the issue of the Convertible Bonds which have no impact on distributable income. Excluding the effect of this, the Net Income before tax will be S$105.0 million. (4) Includes approximately 5.8 million Units issued as payment of the Acquisition Fee, as well as approximately 0.6 million Units issued as payment of the Management Fee for the financial year ended 31 December 2007, based on an assumed issue price of S$2.00 per Unit. (5) Based on the distributable income for the financial year ended 31 December 2007 over the number of Units in issue as at 31 December 2007.

3.7.2 Pro Forma NAV The pro forma financial effects of the Acquisition on the NAV per Unit as at 31 December 2007, as if the Acquisition was completed on 31 December 2007, are as follows:

Effects of the Acquisition Before the After the Acquisition Acquisition NAV (S$’000) 3,875,726(1) 3,887,376(2) Issued Units (’000) 1,384,692(3) 1,390,517(4) NAV per Unit (S$) 2.80 2.80

Notes: (1) Based on the CCT Audited Financial Statements and adjusted for the distribution on 29 February 2008 of CCT’s distributable income for the period from 1 July 2007 to 31 December 2007. (2) Assuming: (i) additional borrowings of S$1,185.2 million incurred by CCT; (ii) CCT’s Aggregate Leverage is increased to approximately 37.6%; and (iii) Total Acquisition Cost is S$1,180.2 million. (3) Number of Units issued as at 31 December 2007. (4) Includes approximately 5.8 million new Units issued as payment of the Acquisition Fee based on an assumed issue price of S$2.00 per Unit.

20 3.7.3 Pro Forma Capitalisation The following table sets forth the pro forma capitalisation of CCT as at 31 December 2007, as if CCT had completed the Acquisition on 31 December 2007.

As at 31 December 2007 Actual As Adjusted (S$’000) (S$’000) Short-term debt: Secured debt —— Unsecured debt 162,100 177,284

Total short-term debt 162,100 177,284

Long-term debt: Secured debt 1,097,456 1,738,117(1) Unsecured debt — 492,300(2)

Total long-term debt 1,097,456 2,230,417

Total debt: 1,259,556 2,407,701 Unitholders’ funds 3,875,726 3,887,376

Total Capitalisation 5,135,282 6,295,077

Notes: (1) Includes the Secured Term Loan net of issue and other related expenses of S$9.3 million. (2) Includes (i) the two-year fixed rate notes issued in March 2008, and (ii) the fair value of the Convertible Bonds at S$349.6 million, net of issue expenses of S$7.4 million.

3.8 Requirement of Unitholders’ Approval

3.8.1 Major Transaction (i) Chapter 10 of the Listing Manual governs the acquisition or disposal of assets, including options to acquire or dispose of assets, by CCT. Such transactions are classified into the following categories: (a) non-discloseable transactions; (b) discloseable transactions; (c) major transactions; and (d) very substantial acquisitions or reverse takeovers. (ii) A proposed acquisition by CCT may fall into any of the categories set out in sub-paragraph 3.8.1(i) above depending on the size of the relative figures computed on the following bases of comparison: (a) the net profits attributable to the assets acquired, compared with CCT’s net profits; (b) the aggregate value of the consideration given, compared with CCT’s market capitalisation; and (c) the number of Units issued by CCT as consideration for an acquisition, compared with the number of Units previously in issue.

21 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 CCT 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 3.8.1(ii)(a) exceeds the relevant 20.0% threshold.

The relative figure of the number of Units issued by CCT as consideration for an acquisition compared with the number of Units previously in issue does not apply in relation to the Acquisition as no Units will be issued as consideration for the Acquisition. (iii) The relative figures for the Acquisition using the applicable bases of comparison described in sub-paragraphs 3.8.1(ii)(a) to 3.8.1(ii)(b) are set out in the table below.

The Relative Comparison of: Acquisition CCT Figure (%) Profits (S$ Million) 18.5(1) 110.1(2) 16.8 Consideration against market 1,165.0 2,831.8(3) 41.1 capitalisation (S$ Million)

Notes: (1) Based on the adjusted net profit attributed to 1 George Street as extracted from the Vendor’s audited financial statements for the financial year ended 31 December 2007, the adjusted net profit is derived from the earnings from 1 George Street before interest costs, income tax, depreciation and amortisation. (2) Based on CCT’s audited net income for the financial year ended 31 December 2007 and the net profit for CCT, represented by Net Income after borrowing costs and trust expenses. (3) Based on the volume weighted average price of S$2.044 per Unit on the SGX-ST on 25 March 2008 being the market day preceding the entry into of the Call Option Agreement.

3.8.2 Interested Person Transaction and Interested Party Transaction Under Chapter 9 of the Listing Manual, where CCT 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 CCT’s latest audited NTA, Unitholders’ approval is required in respect of the transaction. Based on the CCT Audited Financial Statements, the NTA of CCT was S$3,937.6 million as at 31 December 2007. Accordingly, if the value of a transaction which is proposed to be entered into in the current financial year by CCT 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$196.9 million (which is 5.0% of CCT’s latest audited NTA), such a transaction would be subject to Unitholders’ approval. Given the Purchase Consideration of S$1,165.0 million, the value of the Acquisition exceeds the said threshold.

Paragraph 5 of the Property Funds Guidelines also imposes a requirement for Unitholders’ approval for an interested party transaction by CCT whose value exceeds 5.0% of CCT’s latest audited NAV. Based on the CCT Audited Financial Statements, the NAV of CCT was S$3,937.6 million as at 31 December 2007. Accordingly, if the value of a transaction which is proposed to be entered into by CCT with an interested party is equal to or greater than S$196.9 million (which is 5.0% of CCT’s latest audited NTA), such a transaction would be subject to Unitholders’ approval. Given the Purchase Consideration of S$1,165.0 million, the value of the Acquisition exceeds the said threshold.

22 As at the Latest Practicable Date, CapitaLand held an aggregate indirect interest of 423,799,901 Units, which is equivalent to approximately 30.6% of the total number of Units in issue, as at the Latest Practicable Date, and is therefore regarded as a “controlling Unitholder” of CCT under both the Listing Manual and the Property Funds Guidelines.

Prior to the Latest Practicable Date, CCT had entered into several interested person transactions with, among others, entities within the CapitaLand Group and entities within Temasek Holdings (Private) Limited and its subsidiaries (the “Temasek Group”) during the course of the current financial year (the “Existing Interested Person Transactions”). Details of the Existing Interested Person Transactions, which are subject of aggregation pursuant to Rule 906 of the SGX-ST Listing Manual, may be found in Appendix F of this Circular.

3.9 Advice of the Independent Financial Adviser Under Rule 917(4)(b) of the Listing Manual, an opinion from an independent financial adviser is not required for an interested person transaction if the transaction involves the purchase of real property and if (i) the consideration for the purchase or sale is in cash, (ii) an independent professional valuation has been obtained for the purpose of the purchase of the property and (iii) the valuation of such property is disclosed in the circular. Accordingly, as the consideration for the Acquisition is in cash and independent valuations have been obtained for the Acquisition and are disclosed in the Circular, a letter from an independent financial adviser is strictly not required, notwithstanding that the Acquisition is an interested person transaction.

However, for purposes of good corporate governance and to ensure that there is an independent analysis of the Acquisition, the Manager has appointed an independent financial adviser to review the Acquisition.

Accordingly, the Manager has appointed ANZ Singapore Limited as the Independent Financial Adviser to advise the independent directors of the Manager (the “Independent Directors”)1,the audit committee of the Manager (the “Audit Committee”)2 and the Trustee in relation to the Acquisition. A copy of the non-mandatory letter from the IFA to the Independent Directors, the Audit Committee and the Trustee (the “Non-Mandatory IFA Letter”), containing its advice in full, is set out in Appendix E of this Circular and Unitholders are advised to read the Non-Mandatory IFA Letter carefully.

1 The Independent Directors, being Mr Richard Edward Hale, Mr Stewart Fraser Ewen OAM, Mr Fong Kwok Jen and Mr Ho Swee Huat. However, Mr Richard Edward Hale is abstaining from taking part in any decisions or recommendations relating to the Acquisition as he is also a director of CapitaLand. 2 The Audit Committee, being Mr Stewart Fraser Ewen OAM, Mr Fong Kwok Jen, Mr Ho Swee Huat and Mr Olivier Lim Tse Ghow. However, Mr Olivier Lim Tse Ghow is abstaining from taking part in any decisions relating to the Acquisition as he is also a senior executive of CapitaLand.

23 Having considered the factors and made the assumptions set out in the Non-Mandatory IFA Letter, and subject to the qualifications set out therein from a financial point of view, the IFA is of the opinion that the Acquisition and the Deed of Yield Protection are based on normal commercial terms and are not prejudicial to the interests of CCT and its minority Unitholders.

From a financial point of view, the IFA is of the opinion that the Independent Directors can recommend that Unitholders vote in favour of the Acquisition to be proposed at the EGM.

3.10 Interests of Directors and Controlling Unitholders As at the Latest Practicable Date, certain directors of CapitaLand collectively (including Mr Liew Mun Leong) collectively hold an aggregate direct and indirect interest of 310,000 Units.

Certain Directors of the Manager, namely Mr Liew Mun Leong, Ms Lynette Leong Chin Yee and Mr Olivier Lim Tse Ghow collectively hold an aggregate direct interest in 226,000 Units.

Mr Liew Mun Leong is the President and Chief Executive Officer of CapitaLand and is also the Deputy Chairman and Chairman of the Executive Committee of the Manager. Mr Richard Edward Hale is a director of CapitaLand and also the Chairman and Independent Director of the Manager. Each of Mr Kee Teck Koon, Mr Olivier Lim Tse Ghow and Mr Wen Khai Meng is a senior executive within the CapitaLand Group. Further details of the interests in Units of Directors and Substantial Unitholders of CCT are set out at Appendix G of this Circular.

Through E-Pavilion Pte. Ltd., SBR Private Limited and the Manager, CapitaLand has an indirect interest of 423,799,901 Units (comprising approximately 30.6% of the Existing 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 of the Manager or the Controlling Unitholders has an interest, direct or indirect, in the Acquisition.

3.11 Directors’ Service Contracts No person is proposed to be appointed as a director of the Manager in connection with the Acquisition, the Call Option Agreement, the Sale and Purchase Agreement, the Deed of Yield Protection or any other transactions contemplated in relation to the Acquisition.

4. METHOD OF PROPOSED FINANCING

4.1 The Proposed Financing Plan The Manager has put in place committed funding for 100.0% of the Total Acquisition Cost. The Manager may finance the Acquisition through a combination of any of the following committed funding (i) the Secured Term Loan, (ii) the proceeds from the issue of S$370.0 million of aggregate principal amount of Convertible Bonds, (iii) the proceeds from the MTN Programme and (iv) drawing down on the other short-term loan facilities which CCT has put in place.

(i) Secured Term Loan The Manager has obtained a two-year secured term loan facility of up to S$700.0 million.

(ii) Convertible Bonds In May 2008, CCT issued S$370.0 million of aggregate principal amount of Convertible Bonds, which includes the additional S$90.0 million of Convertible Bonds issued under the over-allotment option.

24 The Convertible Bonds are convertible into Units at the election of the bondholders, at any time on or after 21 May 2008 up to 3.00 p.m. on 21 April 2013.

The conversion price is S$2.6762 for each new Unit which represents a 23.9% premium over the closing price of the Units on the SGX-ST on 1 April 2008.

The Trustee has the option to pay cash in lieu of issuing new Units on conversion of any Convertible Bond. The cash settlement amount will be based on the volume weighted average price of the Units on the SGX-ST for the 10 trading days after the Trustee gives notice of its intention to exercise the cash settlement option. Unless previously redeemed, converted or purchased and cancelled, the Convertible Bonds will be redeemed at 110.66% of their principal amount on the final redemption date. Holders of the Convertible Bonds may require the Trustee to repurchase all their Convertible Bonds at a price equal to the principal amount of the Convertible Bonds being redeemed, together with any accrued but unpaid interest accrued to the date of redemption, in certain specified events, including but not limited to a change of control or a delisting of the Units. All or a portion of the Convertible Bonds may be redeemed by the Trustee on or at any time after 6 May 2011 until the seventh business day preceding the final redemption date, if the closing price of the Units (as quoted on the SGX-ST) over the prescribed period is at least 130.0% of the early redemption amount divided by the conversion ratio. The redemption price will be equal to the principal amount of the Convertible Bonds being redeemed, together with any accrued but unpaid interest accrued to the date of redemption. The Convertible Bonds will constitute direct, unsubordinated, unconditional and unsecured obligations of the Trustee and shall at all times rank pari passu without preference or priority among themselves. The Convertible Bonds are listed on the SGX-ST.

The proceeds of the Convertible Bonds have been earmarked to part finance the Acquisition, if Unitholders approve the Acquisition.

(iii) MTN Programme and Additional Borrowings from CCT’s Existing Loan Facilities The Manager has in place the MTN Programme and additional facilities and the Manager may utilise any one or a combination of any of the MTN Programme and the additional facilities to finance the Acquisition.

CCT, through its subsidiary, CCT MTN Pte. Ltd. has established a S$1.0 billion MTN Programme. At the Latest Practicable Date, S$250.0 million of fixed rate notes has been issued as summarised in the table below. These S$250.0 million fixed rate notes are all rated Baa1 by Moody’s.

Series Term Commencement Maturity Series 1: S$100.0 million Three years January 2008 January 2011 Series 2: S$150.0 million Two years March 2008 March 2010

25 As at the Latest Practicable Date, S$150.0 million of the proceeds from these issues are retained as cash in CCT to part finance the Acquisition. The Manager intends to raise more funds through new issuance from the MTN Programme.

In addition to the MTN Programme, CCT has put in place bank loan facilities amounting to S$206.0 million (the “Loan Facilities”). As at the Latest Practicable date, a sum of S$109.7 million has been drawn down from the Loan Facilities to part finance CCT’s acquisition of HSBC Building and Wilkie Edge and issuance of letters of guarantee.

Also CCT has in place S$580.0 million loan facilities (the “Silver Loft Loan Facilities”) granted by Silver Loft Investment Corporation Limited (“Silver Loft”), a special purpose company, which was funded by rated commercial mortgage-backed securities issued by Silver Loft. These commercial mortgage-backed securities have been rated AAA, AA and A or their equivalent by Standard & Poor’s, Fitch, Inc. and Moody’s.

The Silver Loft Loan Facilities comprise (i) a five-year term loan of S$153.3 million, (ii) a five-year callable loan facility of S$250.3 million, (iii) a five-year fixed rate term loan of S$80.0 million, and (iv) a five-year fixed rate term loan of S$96.4 million. As at the Latest Practicable Date, the Silver Loft Loan Facilities have been fully drawn down.

RCS Trust, of which CCT has a 60.0% stake, currently has in place term loan facilities amounting to S$866.0 million and a revolving credit facility amounting to S$164.0 million (the “Silver Oak Facilities”) granted by Silver Oak Ltd. (“Silver Oak”), a special purpose company. The term loan facilities were funded by rated commercial mortgage- backed securities issued by Silver Oak.

The Silver Oak Loan Facilities comprise (i) a five-year fixed rate term loan S$670.0 million, (ii) a five-year fixed rate term loan of S$60.0 million, (iii) a five-year fixed rate term loan of S$136.0 million, and (iv) a revolving credit facility of S$164.0 million. These commercial mortgage-backed securities have been rated AAA and AA or their equivalent by Standard & Poor’s (only for the five-year fixed rate term loan of S$670.0 million), Fitch, Inc. and Moody’s. As at the Latest Practicable Date, the term loan facilities of S$866.0 million have been fully drawn down and S$16.0 million of the revolving credit facility has been drawn down.

26 4.2 Aggregate Leverage The table below sets out in general the value of CCT’s Deposited Property as at 31 December 2007.

Value Property/Investment (S$ Million) Capital Tower(1) 1,224.0 6 Battery Road(1) 1,249.0 HSBC Building(1) 270.0 60.0% interest in Raffles City Singapore(1) 1,551.6 Starhub Centre(1) 350.0 Robinson Point(1) 218.0 Bugis Village(1) 72.4 Golden Shoe Car Park(1) 114.0 Market Street Car Park(1) 61.0 Wilkie Edge(2) 54.9 Sub-Total 5,164.9 30.0% interest in QCT(3) 64.6 7.4% interest in MCDF(3) 7.8 Sub-Total 72.4 Others(4) 41.4 Aggregate for the Existing Portfolio 5,278.7

Notes: (1) Based on the valuations dated 1 December 2007 conducted by CBRE, an independent valuer. (2) Based on the progress payments made till 31 December 2007. (3) Based on the amount of capital injected as at 31 December 2007. (4) This refers to the other assets in CCT’s Deposited Property as at 31 December 2007 which includes, but is not limited to cash and cash equivalent items.

Based on CCT’s new Deposited Property of approximately S$6.5 billion (which takes into account the value of 1 George Street), the debt incurred for the financing of the Acquisition is expected to increase CCT’s Aggregate Leverage to approximately 37.6%.

4.3 Corporate Rating Moody’s has assigned a corporate family rating of “A3” to CCT, reflecting its leading market position, strong franchise in the office segment as well as the high quality of its assets providing stable cash flow. On 28 March 2008, Moody’s placed CCT’s “A3” rating on the watch list for a possible downgrade following its announcements that it has been granted a call option to purchase 1 George Street. Moody’s had cited their action was based on concern that CCT’s intent to finance the Acquisition fully through debt, should the Acquisition be approved by Unitholders, could lead to an increase in CCT’s Aggregate Leverage and potentially weaken its financial metrics. However, Moody’s also pointed out that CCT’s ability to line up enough debt funding in the first place “speaks of its ability to maintain access amid a weak credit environment”, and that buying 1 George Street would enhance the “asset quality and income diversity” of CCT. As at the Latest Practicable Date, CCT’s rating has remained at “A3”.

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

4.4 Profit Forecast and Profit Projection The table in the following pages summarises the CCT’s Consolidated Statement of Total Return and Distribution for the Forecast Period 2008 and the Projection Year 2009 (the “Profit Forecast and Profit Projection”). The Profit Forecast and Profit Projection are prepared assuming CCT acquires 1 George Street at the Purchase Consideration of S$1,165.0 million.

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

28 Forecast and Projected Consolidated Statements of Total Return and Distribution of the CCT Group

Actual for Forecast for financial year financial year Forecast Period 2008 Projection Year 2009 ended ending 31 December 31 December 1 July 2008 – Financial Year ending 2007(1) 2008(2) 31 December 2008 31 December 2009 Existing Existing Existing Enlarged Existing Enlarged S$’000 Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Gross Revenue Gross Rental Income 215,447 261,413 136,239 155,118 306,131 357,387 Car park income 15,984 14,486 6,913 7,328 14,341 15,195 Other income 8,647 22,107 10,732 23,684 21,113 35,592

Total Gross Revenue 240,078 298,006 153,884 186,130 341,585 408,174 Property Operating Expenses Property management fee (6,957) (8,110) (4,182) (4,952) (9,179) (10,711) Property tax (21,068) (37,845) (19,140) (22,851) (41,570) (50,505) Other property operating expenses (38,057) (45,090) (23,307) (26,181) (50,164) (56,774)

Total Property Operating Expenses (66,082) (91,045) (46,629) (53,984) (100,913) (117,990)

Net Property Income 173,996 206,961 107,255 132,146 240,672 290,184 Interest income 1,224 246 12 12 —— Other income 428(3) — ———— Manager’s management fee (13,646) (15,851) (8,160) (8,754) (17,721) (18,902) Other trust expenses (5,823) (3,302) (2,006) (2,229) (4,161) (4,605) Loss on re-measurement of financial derivatives (6,121) (7,942) ———— Loss on disposal of subsidiary(4) (241) — ————

Net income before borrowing costs 149,817 180,112 97,101 121,175 218,790 266,677

Borrowing costs Interest expense (48,386) (54,146) (27,055) (49,026) (63,394) (107,357) Amortisation(5) and transaction costs (907) (1,066) (294) (10,449) (601) (21,056)

Total Borrowing Costs (49,293) (55,212) (27,349) (59,475) (63,995) (128,413)

Net Income before share of profit of associate 100,524 124,900 69,752 61,700 154,795 138,264 Share of profit of associate 8,982(6) 2,687 1,427 1,427 2,960 2,960

Net Income 109,506 127,587 71,179 63,127 157,755 141,224 Net change in fair value of investment properties 1,305,837 — ———— Gain on sale of investment property 625(7) — ————

Total return before tax 1,415,968 127,587 71,179 63,127 157,755 141,224 (8) Income tax expense (73) — ————

Total return for the year/ period 1,415,895 127,587 71,179 63,127 157,755 141,224

Distribution Statement Net Income before share of profit of associate 100,524 124,900 69,752 61,700 154,795 138,264 Net tax adjustments(9) 10,916 17,121 4,560 15,383 9,650 31,433 Other adjustments 8,982 2,687 1,427 1,427 2,960 2,960

Distributable Income to Unitholders 120,422 144,708 75,739 78,510 167,405 172,657 Distribution per Unit (cents) 8.70(10) 10.43(11),(12) 5.45(12) 5.63 12.02(12) 12.34 Annualised Distribution per Unit (cents) 8.70(10) 10.43(11) 10.85 11.20 12.02 12.34

Units in issue at end of year/ period (’000)(13) 1,384,692 1,388,825 1,388,825 1,394,799 1,392,722 1,399,286

29 Notes: (1) Based on the CCT Audited Financial Statements. (2) Based on the CCT Group’s actual results from 1 January 2008 to 31 March 2008 and the Manager’s forecast of the CCT Group’s results from 1 April 2008 to 31 December 2008. (3) This relates to the net proceeds received from the liquidation of subsidiaries in 2006. (4) This relates to the disposal of Aragorn, which was treated for accounting purposes as a subsidiary of CCT. (5) The balance includes the amortisation of premiums and discounts relating to the issue of the Convertible Bonds and the debt issuance expenses. (6) This includes the share of results of QCT up to 30 September 2007 and the net change in fair value of QCT’s investment properties. (7) Gain on sale of investment property held by Aragorn, which was treated for accounting purposes as a subsidiary of CCT. (8) The income tax provision is based on the relevant tax rates applicable to Aragorn, which was treated for accounting purposes as a subsidiary of CCT. (9) Included in net tax adjustments are the amortisation of premiums and discounts relating to the issue of the Convertible Bonds and the debt issuance expenses. (10) Based on the weighted average number of approximately 1,384.2 million Units in issue for the year ended 31 December 2007. (11) Based on the projected weighted average number of approximately 1,387.4 million Units in issue as at 31 December 2008. (12) In the event the Acquisition is not approved by Unitholders, CCT will still incur interest on the Convertible Bonds and the S$150.0 million MTN that were issued for the Acquisition. In such event, the DPU for the financial year ending 31 December 2008, the Forecast Period 2008 and the Projection Year 2009 will be 10.20 cents, 5.23 cents and 12.14 cents respectively. (13) Number of Units in issue as at the end of each year/period is inclusive of the Manager’s forecast and projected number of Units to be issued in payment of (i) the CCT RCS Management Fee, (ii) the Management Fee for Wilkie Edge and 1 George Street, and (iii) the Acquisition Fee. In preparing the profit forecast & projection, the Manager has assumed that the Convertible Bonds issued are not converted into the Conversion Units during the Forecast Period 2008 and the Projection Year 2009. Had the Convertible Bonds been fully converted, the forecast and projected fully dilutive DPU of the Enlarged Portfolio for the Forecast Period 2008 and Projection Year 2009 are 5.36 cents and 11.71 cents respectively.

5. THE GENERAL MANDATE AND ITS RATIONALE

5.1 The General Mandate The Manager is seeking Unitholders’ approval for the General Mandate so that the Manager may issue new Units and/or Convertible Securities in FY2008, such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the Base Figure, of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted), where the Units and/or the Convertible Securities are issued other than on a pro-rata basis to existing Unitholders, must not be more than 20.0% of the Base Figure.

As at the Latest Practicable Date, the Manager has issued 1,604,209 Units during FY2008 and 138,255,736 Units have been set aside for the issue of the Convertible Bonds. Accordingly, if Unitholders approve the General Mandate, the Manager may only issue 137,078,528 Units (9.9% of the Base Figure) for FY20081.

Pursuant to the General Mandate, the Manager may issue Units arising from the conversion of the Convertible Securities notwithstanding that the General Mandate may have ceased to be in force at the time the Units are to be issued.

Where the terms of the issue of the Convertible Securities provide for adjustment to the number of Convertible Securities in the event of rights, bonus or other capitalisation issues, the Manager may issue additional Convertible Securities pursuant to such adjustment notwithstanding that the General Mandate may have ceased to be in force at the time the Convertible Securities are issued.

1 None of the 138,225,736 Units which have been set aside for the issue of the Convertible Bonds have been issued as at the Latest Practicable Date. If Unitholders do not approve the General Mandate and all the holders of the Convertible Bonds exercise their right to fully convert the Convertible Bonds during FY2008, the Trustee will pay cash in lieu of issuing Units such that the number of Units issued in FY2008 will not exceed 10.0% of the Base Figure.

30 5.2 Rationale for the General Mandate The commercial property sector in Singapore is highly competitive and there is significant competition for attractive investment opportunities from other real estate investors with ready sources of financing and the ability to respond quickly to acquisition opportunities.

In this regard, the Manager is of the view that the General Mandate will allow CCT to raise funds more expeditiously without the time and expense of convening extraordinary general meetings. It will also enable CCT to be more responsive in the acquisition of new properties in a competitive environment where timeliness in making bids and making payment for acquisitions will give CCT an advantage. This would in turn provide CCT with additional room for further growth through the acquisition of new properties.

6. RECOMMENDATIONS

6.1 On the Proposed Acquisition Based on the opinion of the IFA (as set out in the Non-Mandatory IFA Letter in Appendix E of this Circular) and the rationale for the Acquisition as set out in paragraph 2.2 above, the Independent Directors and the Audit Committee believe that the Acquisition would not be prejudicial to the interests of CCT and its minority Unitholders.

Accordingly, the Independent Directors recommend that Unitholders vote at the EGM in favour of the resolution to approve the Acquisition (Resolution 1).

6.2 On the Proposed General Mandate Having regard to the rationale for the General Mandate set out in paragraph 5.2 above, the Manager believes that the General Mandate would be beneficial to, and is in the interests of CCT.

Accordingly, the Manager recommends that Unitholders vote in favour of the resolution relating to the General Mandate (Resolution 2).

7. EXTRAORDINARY GENERAL MEETING The EGM will be held at on Friday, 27 June 2008 at 10.30 a.m. at STI Auditorium, Level 9, 168 Robinson Road, Capital Tower, Singapore 068912, for the purpose of considering and, if thought fit, passing with or without modification, the resolutions set out in the Notice of EGM, which is set out on pages I-1 and I-2 of this Circular. The purpose of this Circular is to provide Unitholders with relevant information about each of these resolutions. Approval by way of an Ordinary Resolution is required in respect of resolutions relating to the Acquisition (Resolution 1) and the General Mandate (Resolution 2).

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

31 8. ABSTENTIONS FROM VOTING

8.1 Relationship between CapitaLand, E-Pavilion Pte. Ltd., SBR Private Limited and the Manager Through E-Pavilion Pte. Ltd., SBR Private Limited and the Manager, CapitaLand has an indirect interest of 423,799,901 Units, comprising approximately 30.6% of the total number of Units in issue, as at the Latest Practicable Date.

8.2 Undertakings to Abstain from Voting Given that 1 George Street will be acquired from CapitaLand, CapitaLand will undertake that it will abstain, and will ensure that E-Pavilion Pte. Ltd. and SBR Private Limited (which are all wholly-owned subsidiaries of CapitaLand) will abstain, from voting at the EGM on the resolution relating to the Acquisition. Being a wholly-owned subsidiary of CapitaLand, the Manager will also undertake to abstain from voting at the EGM on the resolution relating to the Acquisition.

9. ACTION TO BE TAKEN BY UNITHOLDERS Unitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form.

If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Manager’s registered office at 39 Robinson Road, #18-01 Robinson Point, Singapore 068911 no later than Wednesday, 25 June 2008, at 10.30 a.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 at the EGM if he so wishes.

Persons who have an interest in the approval of one or more of the resolutions must decline to accept appointment as proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of such resolutions.

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

The forecast and projected consolidated financial information set out in paragraph 4.4 above and in Appendix B of this Circular have been stated by the Directors after due and careful enquiry.

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

32 12. DOCUMENTS ON DISPLAY Copies of the following documents are available for inspection during normal business hours at the registered office of the Manager at 39 Robinson Road, #18-01 Robinson Point, Singapore 0689111 from the date of this Circular up to and including the date falling three months after the date of this Circular: (i) the Call Option Agreement; (ii) the Non-Mandatory IFA Letter; (iii) the Independent Accountants’ Report on the Profit Forecast and Profit Projection (iv) the full valuation report on 1 George Street issued by JLL; (v) the full valuation report on 1 George Street issued by Knight Frank; (vi) the full report on the property market in Singapore prepared by CBRE; (vii) the full report on the property market in Singapore prepared by DTZ; (viii) the CCT Audited Financial Statements; and (ix) the written consents of each of the Independent Accountants, the Independent Valuers, the Independent Property Consultants and the IFA.

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

Yours faithfully CapitaCommercial Trust Management Limited (as manager of CapitaCommercial Trust) Company Registration No. 200309059W

Mr Richard Edward Hale Chairman

1 Please call 65361188 to make a prior appointment.

33 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 CCT is not necessarily indicative of the future performance of CCT.

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. All forecasts are based on a specified range of issue prices per Unit and on the Manager’s assumptions as explained in Appendix B of this Circular. Such yields will vary accordingly for investors who purchase Units in the secondary market at a market price higher or lower than the issue price range specified in this Circular. The major assumptions are certain expected levels of property rental income and property expenses over the relevant periods, which are considered by the Manager to be appropriate and reasonable as at the date of the Circular. The forecast financial performance of CCT is not guaranteed and there is no certainty that it can be achieved. Investors should read the whole of this Circular for details of the forecasts and projections and consider the assumptions used and make their own assessment of the future performance of CCT.

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.

34 GLOSSARY

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

1 George Street : The property located at 1 George Street, Singapore 049145

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

Acquisition : The proposed acquisition of 1 George Street by CCT

Acquisition Fee : The acquisition fee which the Manager will be entitled to receive from CCT upon completion of the Acquisition

Aggregate Leverage : The ratio of the value of borrowings to the value of Deposited Property of CCT and CCT’s 60.0% interest in RCS Trust collectively

Aragorn : Aragorn ABS Berhad

Audit Committee : The audit committee of the Manager, being Mr Stewart Fraser Ewen OAM, Mr Fong Kwok Jen, Mr Ho Swee Huat and Mr Olivier Lim Tse Ghow. However, Mr Olivier Lim Tse Ghow is abstaining from taking part in any decisions relating to the Acquisition as he is also a senior executive of CapitaLand

Base Fee : 0.1% per annum of the value of the Deposited Property

Base Figure : The number of Units in issue as at 31 December 2007

Call Option : The call option granted by the Vendor to the Trustee for the acquisition of 1 George Street

Call Option Agreement : The call option agreement in respect of the Acquisition between the Vendor and the Trustee entered into on 26 March 2008

CapitaLand : CapitaLand Limited

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

CBD : Central Business District

CBRE : CB Richard Ellis (Pte) Ltd

CCL : CapitaLand Commercial Limited

CCPM : CapitaLand Commercial Project Management Pte Ltd

CCT : CapitaCommercial Trust

CCT Audited Financial : The audited financial statements of the CCT Group for the Statements financial year ended 31 December 2007

CCT Group : CapitaCommercial Trust and its subsidiaries

35 CCT RCS Management Fee : CCT’s 60.0% share of the RCS Management Fee

CDP : The Central Depository (Pte) Limited

Central Area : Comprises several planning areas, including Downtown Core, Marina East, Marina South, Museum, Newton, Orchard, Outram, River Valley, Rochor, Singapore River and Straits View

CMT : CapitaMall Trust

CMT Manager : CapitaMall Trust Management Limited, in its capacity as manager of CMT

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

Completion : The completion of the sale and purchase of the Acquisition

Controlling Unitholder : A person with an interest in one or more Units constituting not less than 15.0% of all outstanding Units

Conversion Units : The Units to be issued upon conversion of the Convertible Bonds in accordance with the terms and conditions of the issue of the Convertible Bonds

Convertible Bonds : The S$370.0 million of aggregate principal amount of 2.0% bonds issued by CCT in May 2008 of 5-year maturity, convertible into Units, which includes the additional S$90.0 million of bonds issued under the over-allotment option

Convertible Securities : Convertible securities or other instruments which may be convertible into Units

CRPM : CapitaLand Retail Project Management Pte. Limited

Deed of Yield Protection : A deed to be entered into between CCL and the Trustee if CCT acquires 1 George Street, pursuant to the Call Option Agreement, wherein a net property yield protection of 4.25% per annum of the Purchase Consideration is provided by CCL for the duration of the Yield Protection Period

Deposited Property : The gross assets of CCT or RCS Trust (as the case may be), including all its authorised investments held or deemed to be held upon the trusts under the Trust Deed or RCS Trust (as the case may be)

Directors : The directors of the Manager

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

DPU : Distribution per Unit

DTZ : DTZ Debenham Tie Leung (SEA) Pte Ltd

36 EGM : The extraordinary general meeting of Unitholders to be held on Friday, 27 June 2008 at 10.30 a.m. at the STI Auditorium, Level 9, 168 Robinson Road, Capital Tower, Singapore 068912, to approve the matters set out in the Notice of Extraordinary General Meeting on pages I-1 and I-2 of this Circular

Enlarged Portfolio : Comprises the Existing Portfolio and 1 George Street

Enlarged Properties : Comprises the Existing Properties and 1 George Street

Existing Interested Person : The transactions entered into between CCT and entities Transactions within Temasek Group (which include entities within the CapitaLand Group) in the current financial year, which are subject to aggregation pursuant to Rule 906 of the SGX-ST Listing Manual as at the Latest Practicable Date

Existing Portfolio : Comprises the Existing Properties, CCT’s 30.0% interest in QCT and 7.4% interest in MCDF

Existing Properties : Comprises Capital Tower, 6 Battery Road, HSBC Building, Starhub Centre, Robinson Point, Bugis Village, Golden Shoe Car Park, Market Street Car Park, Wilkie Edge and CCT’s 60.0% interest in Raffles City Singapore

Existing Units : The 1,386,296,578 Units in issue as at the Latest Practicable Date

First Tax Ruling : The tax ruling dated 10 December 2003 issued by the IRAS on the taxation of CCT and its Unitholders

Forecast Period 2008 : 1 July 2008 to 31 December 2008

Fulfilment Date : The date on which the Fulfilment Notice is to be given to the Vendor, which shall be no later than 5.00 p.m. on the date falling three business days after the Unitholders Approval is obtained

Fulfilment Notice : The written notice which is to be given by the Trustee to the Vendor when CCT has obtained the Unitholders Approval at the EGM for the Acquisition

FY2007 : The financial year ended 31 December 2007

FY2008 : The financial year ending 31 December 2008

General Mandate : The proposed general mandate to be given to the Manager for the issue of new Units and/or Convertible Securities in FY2008 such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the Base Figure, of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted), where the Units and/or Convertible Securities are issued other than on a pro rata basis to existing Unitholders, must not be more than 20.0% of the Base Figure

37 Grade A Office : New or redeveloped offices located in Raffles Place, Marina Centre and Marina Bay with high specifications, commanding top rents (as defined by CBRE in Appendix H — Singapore Property Market Reviews by the Independent Property Consultants)

Gross Rental Income : In respect of the Existing Properties (excluding Raffles City Singapore) and 1 George Street, Gross Rental Income comprises base rent (after rent rebates, where applicable, including turnover rent) and tenant service charge, which is a contribution paid by tenants towards the Property Operating Expenses

In respect of CCT’s 60.0% interest in Raffles City Singapore, Gross Rental Income comprises gross rent (after rent rebates, where applicable, including turnover rent, advertising and promotion levy and service charge, where applicable)

Gross Revenue : Comprises Gross Rental Income, car park income and other income

Hotels : The two hotels comprising the 28-storey twin tower Fairmont Singapore and the 73-storey Swissotel The Stamford with a total of 2,028 rooms

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

IFA : ANZ Singapore Limited

Independent Accountants : KPMG

Independent Directors : The independent directors of the Manager, being Mr Richard Edward Hale, Mr Stewart Fraser Ewen OAM, Mr Fong Kwok Jen and Mr Ho Swee Huat. However, Mr Richard Edward Hale is abstaining from taking part in any decisions or recommendations relating to the Acquisition as he is also a director of CapitaLand

Independent Property : CBRE and DTZ Consultants

Independent Valuers : JLL and Knight Frank

IRAS : Inland Revenue Authority of Singapore

JLL : Jones Lang LaSalle Property Consultants Pte Ltd

Knight Frank : Knight Frank Pte Ltd

Latest Practicable Date : 2 June 2008, being the latest practicable date prior to the printing of this Circular

Listing Manual : The Listing Manual of the SGX-ST

Loan Facilities : CCT’s bank loan facilities amounting to S$206.0 million

38 Management Fee : The Manager’s management fee which it is entitled to receive pursuant to the Trust Deed

Manager : CapitaCommercial Trust Management Limited, in its capacity as manager of CCT

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

MAS : Monetary Authority of Singapore

MCDF : Malaysia Commercial Development Fund Pte. Ltd.

MRT : Mass Rapid Transit

MTN Programme : The S$1.0 billion medium term notes programme established by CCT through its subsidiary CCT MTN Pte. Ltd.

NAV : Net asset value

Net Income : Comprises Net Property Income and any other income of CCT (comprising mainly investment income and interest income, if any, but excluding any non-operating income such as gains on disposal or revaluation of properties) less borrowing costs, the Management Fees, and trust expenses (comprising recurring operating expenses such as the Trustee’s fees, annual listing fees, registry fees, accounting, audit and tax advisory fees, valuation fees, costs associated with the preparation and distribution of reports to Unitholders, investor communication costs and other miscellaneous expenses relating to CCT) (before tax, if any)

Net Property Income : Comprises Gross Revenue less Property Operating Expenses

NLA : Comprises the floor area in a building that is to be leased, excluding common areas such as common corridors, lift shafts, fire escape staircases and toilets, and is usually the area in respect of which rent is payable. In the case of shophouses, net lettable area includes toilets and, where the letting is for an entire shophouse, includes staircases and toilets

Non-Mandatory IFA Letter : The letter issued by the IFA set out in Appendix E of this Circular

NTA : Net tangible assets

Office Component : Comprises Capital Tower, 6 Battery Road, HSBC Building, Starhub Centre, Robinson Point, Raffles City Tower, and the office leases in Bugis Village and Golden Shoe Car Park

OGS PMA : The property management agreement to be entered into by the Trustee, the Manager and the Property Manager if CCT acquires 1 George Street

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

Performance Fee : 5.25% of Net Income of CCT before payment of the Management Fee

Profit Forecast and Profit : The forecast statement of CCT’s Net Income and Projection distribution for the Forecast Period 2008 and the Projection Year 2009, the accompanying key assumptions and sensitivity analysis set out in Appendix B of this Circular

Projection Year 2009 : The financial year ending 31 December 2009

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

Property Management : The agreement dated 1 March 2004 made between the Agreement Manager, the Trustee and the Property Manager pursuant to which the Property Manager will provide certain property management, lease management and marketing services to CCT

Property Management Fee : The fee payable to the Property Manager for providing certain property management, lease management and marketing services to CCT

Property Manager : CapitaLand Commercial Management Pte. Ltd.

Property Operating Expenses : Comprises property tax, Property Management Fee and other property operating expenses (comprising utility expenses, reimbursement of salaries and related expenses, marketing expenses, repairs and maintenance expenses, general and administrative expenses as well as other miscellaneous expenses)

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

Purchase Consideration : The purchase consideration for 1 George Street of S$1,165.0 million as provided for in the Call Option Agreement

QCT : Quill Capita Trust, a commercial REIT listed on Bursa Malaysia Securities Berhad, with a portfolio of commercial properties in Malaysia

Raffles City Singapore : The property known as Raffles City which comprises Raffles City Tower, Raffles City Shopping Centre, Raffles City Convention Centre and the two hotels comprising Fairmont Singapore and Swissotel The Stamford

RC Car Park Income : The car park income from Raffles City Singapore

40 RC Gross Revenue : RC Gross Revenue is the aggregate of the RC Office Gross Rental Income, the RC Retail Gross Rental Income, the RC Hotels Gross Rental Income, the RC Car Park Income and the RC Other Income

RC Hotels : RC Hotels (Pte) Ltd

RC Hotels and Convention : The Raffles City Singapore Convention Centre and the two Centre hotels comprising Fairmont Singapore and Swissotel The Stamford

RC Hotels Gross Rental : The Gross Rental Income earned from the leasing of the Income Hotels and Convention Centre Leases

RC Office Gross Rental : The Gross Rental Income earned from the leasing of Income Raffles City Tower

RC Other Income : The other income earned from Raffles City Singapore other than the RC Office Gross Rental Income, the RC Retail Gross Rental Income, the RC Hotels Gross Rental Income and the RC Car Park Income

RC Retail Gross Rental : The Gross Rental Income earned from the leasing of Income Raffles City Shopping Centre

RCS Management Fee : The management fee comprises a base fee of 0.25% of the value of the Deposited Property of RCS Trust and a performance fee of 4.0% of the Net Property Income of RCS Trust

RCS Property Management : The property management fee payable to the RCS Fee Property Manager of 2.0% of the Gross Revenue and 2.5% of the Net Property Income of RCS Trust (inclusive of leasing and/or marketing commissions)

RCS Property Manager : CapitaLand (RCS) Property Management Pte. Ltd.

RCS Trust : The joint ownership vehicle in the form of an unlisted special purpose sub-trust constituted by the RCS Trust Deed, with CCT holding an interest of 60.0%

RCS Trust Deed : The trust deed constituting RCS Trust

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

REIT : Real estate investment trust

Retail Component : Comprises Raffles City Shopping Centre, Market Street Car Park and the retail leases in Bugis Village and Golden Shoe Car Park

Sale and Purchase : The sale and purchase agreement in respect of the Agreement Acquisition

Second Tax Ruling : The tax ruling dated 22 March 2006 issued by the IRAS in relation to CCT’s joint ownership of Raffles City Singapore with CMT through RCS Trust

41 Secured Term Loan : The two-year secured term loan facility of up to S$700.0 million

SGX-ST : Singapore Exchange Securities Trading Limited

Silver Loft : Silver Loft Investment Corporation Limited, a special purpose company, which was funded by rated commercial mortgage-backed securities issued by Silver Loft

Silver Loft Loan Facilities : The S$580.0 million loan facilities granted by Silver Loft to CCT: (i) a five-year term loan of S$153.3 million; (ii) a five-year callable loan facility of S$250.3 million; (iii) a five-year fixed rate term loan of S$80.0 million; and (iv) a five-year fixed rate term loan of S$96.4 million

Silver Oak : Silver Oak Ltd.

Silver Oak Facilities : The S$1,030.0 million loan facilities of RCS Trust (of which CCT has a 60.0% stake): (i) a five-year fixed rate term loan of S$670.0 million; (ii) a five-year fixed rate term loan of S$60.0 million; (iii) a five-year fixed rate term loan of S$136.0 million; and (iv) a revolving credit facility of S$164.0 million

Singapore Property Market : The summary of the reports on the property market in Reviews Singapore prepared by the Independent Property Consultants sq ft : Square feet sq m : Square metre

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

Temasek Group : Temasek Holdings (Private) Limited and its subsidiaries

Total Acquisition Cost : The total cost of the Acquisition which is currently estimated to be approximately S$1,180.2 million, comprising: (i) the Purchase Consideration; (ii) the Acquisition Fee; and (iii) the estimated professional and other fees and expenses incurred by CCT in connection with the Acquisition

Trust Deed : The trust deed dated 6 February 2004 constituting CCT, as supplemented by the first supplemental deed dated 15 July 2005, the second supplemental deed dated 20 April 2006, the third supplemental deed dated 11 August 2006, the fourth supplemental deed dated 31 October 2007 and the first amending and restating deed dated 26 March 2008 all entered into between the Trustee and the Manager, as amended, varied, or supplemented from time to time

42 Trustee : HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CCT

Unit : A unit representing an undivided interest in CCT

Unitholder : The registered holder for the time being of a Unit, including person so registered as joint holders, except where the registered holder is CDP, the term “Unitholder” shall, in relation to Units registered in the name of CDP, mean, where the context requires, the Depositor whose Securities Account with CDP is credited with Units

Unitholders Approval : The approval of the Acquisition by Unitholders at the EGM

Vendor : George Street Pte Ltd

Yield Protection : A yield protection calculated at 4.25% per annum of the Purchase Consideration as provided for in the Deed of Yield Protection

Yield Protection Period : The duration of the Yield Protection being the period of five years commencing from (and including) the date of Completion and ending on the day immediately preceding the fifth anniversary of such date of Completion (which is expected to fall within 2013)

RM or Ringgit Malaysia : The official currency of Malaysia

S$ and cents : Singapore dollars and cents

% : Per centum or percentage

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

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

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

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

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

43 This page has been intentionally left blank. APPENDIX A 1 GEORGE STREET AND THE EXISTING PROPERTIES

The following sections set out selected information in respect of 1 George Street and the Existing Properties. Unless otherwise indicated, the information in Appendix A in relation to the Existing Properties and 1 George Street is as at 31 March 2008 and 1 May 2008 respectively. Any discrepancies in the tables, charts or diagrams between the listed figures and totals thereof are due to rounding.

1. 1 GEORGE STREET

1.1 Description of 1 George Street 1 George Street is a three-year old 23-storey premier Grade A Office building prominently located in the core of Singapore’s CBD within the Raffles Place micro-market, along George Street and near the junction of South Bridge Road and Pickering Street. 1 George Street was completed in December 2004 and is one of the newest premier commercial properties in Singapore with state-of-the-art building specifications designed to suit tenants in the financial services industry and multinational companies. 1 George Street is within walking distance to Raffles Place MRT interchange station and Clarke Quay MRT station.

1 George Street comprises office units from the 7th to 23rd storeys, retail units on the 1st and 5th storeys, a gymnasium on the 5th storey, 178 car park lots and four sky gardens located on the 5th, 12th, 15th and 22nd storeys. It has been conferred the Green Mark Gold Award for its environmentally-friendly features by the Building and Construction Authority of Singapore.

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

The table below sets out a summary of selected information on 1 George Street.

Gross Floor Area 51,714 sq m NLA(1) Total 41,621 sq m Office 40,465 sq m Ancillary Retail 1,156 sq m Number of Tenants 31 Car Park Lots 178 Title Leasehold estate expiring 21 January 2102 Valuation JLL (commissioned by the Manager): S$1,165.0 million (as at 16 April 2008)(1) Knight Frank (commissioned by the Trustee): S$1,170.0 million Committed Occupancy 100.0% Forecast Period 2008 Projection Year 2009 (1 July 2008 to (Financial year ending 31 December 2008) 31 December 2009) Gross Revenue(2) 32.2 66.6 (S$ Million) Net Property Income 24.9 49.5 (S$ Million)

Notes: (1) The assessed values by JLL and Knight Frank are derived without taking into consideration the Yield Protection to CCT. (2) Includes the Yield Protection of S$11.6 million and S$11.7 million from CCL for the Forecast Period 2008 and the Projection Year 2009 respectively.

A-1 1.2 Lease Expiry Profile for 1 George Street The graph below illustrates the committed lease expiry profile of 1 George Street by percentage of monthly Gross Rental Income.

32.0% 30.2%

18.6% 19.2%

2008 2009 2010 2011 2012 2013 and Beyond

1.3 Trade Sector Analysis for 1 George Street The chart below provides a breakdown by percentage of monthly Gross Rental Income of the major trade sectors represented in 1 George Street.

1.2% 3.1% 0.6% 5.8%

15.8% Banking, Insurance & Financial Services Legal Others Government & Government Linked Companies Business Management & Consultancy

IT Services & Consultancy/Internet Trading Ancillary Food & Beverage 21.3% 52.2%

A-2 1.4 Top 10 Committed Tenants of 1 George Street The table below sets out selected information about the top 10 committed tenants of 1 George Street by percentage of monthly Gross Rental Income.

% of Monthly Lease Expiry Gross Rental No. Tenant Date Income 1 WongPartnership LLP Jun 2013 19.2% 2 The Royal Bank of Scotland PLC Mar 2010 13.2% 3 Borouge Pte. Ltd. Oct 2009 7.9% 4 Lloyd’s of London (Asia) Pte Ltd Dec 2008(1) 5.9% 5 Canadian High Commission Dec 2010 5.8% 6 Bank Julius Baer & Co. Ltd. Mar 2009 5.0% 7 Diageo Singapore Pte. Ltd. Jan 2009 4.9% 8 MF Global Singapore Pte. Limited Dec 2010 4.2% 9 Tudor Capital Singapore Pte. Ltd. Apr 2010 3.3% 10 The Northern Trust Company Aug 2008(2) 3.0% Top 10 Tenants 72.4% Other Tenants 27.6% Total 100.0%

Notes: (1) The tenant has renewed its lease for a period of three years. The tenant has also leased an additional unit of 565.8 sq m, expiring in December 2011. (2) The tenant has renewed its lease for a period of three years.

A-3 2. EXISTING PROPERTIES The table below sets out selected information about the Existing Properties.

Market Capital 6 Battery HSBC Raffles City Starhub Robinson Bugis Golden Shoe Street Car Wilkie Tower Road Building Singapore Centre Point Village Car Park Park Edge(1) NLA (sq m) 68,762 46,118 18,624 72,167 (office 26,077 12,369 11,155 4,022(2) 1,970 12,929(3) & retail NLA) Number of Tenants 25 65 1 226 21 18 72 33 26 N.A Car Park Lots 415 190 — 965 281 57 — 1,053 704 215 Title/Leasehold Estate Expiry 31 December 19 April 2825 18 December 15 July 2078 31 January Freehold 30 March(4) 31 January 31 March 20 February 2094 2849 2095 2088 2081 2073 2105 Valuation (S$ Million) 1,224.0 1,249.0 270.0 2,586.0 350.0 218.0 72.4(4) 114.0 61.0 182.7(5) as at 1 December 2007 Gross Revenue (S$ Million) Actual 2007 43.5 38.4 8.6 99.4 (60%) 13.4 7.2 9.3 10.1 6.7 N.A. Forecast Period 2008 24.4 39.8 4.5 57.0 (60%) 9.5 6.6 4.9 5.5 1.4 0.5 (1 July 2008 to 31 December 2008) Projection Year 2009 (Financial year 56.9 86.3 9.2 119.0 (60%) 22.4 14.9 10.2 11.0 1.3 10.3 ending 31 December 2009) Net Property Income (S$ Million) Actual 2007 29.3 27.7 8.6 71.0 (60%) 9.9 5.0 7.4 7.5 5.0 N.A. Forecast Period 2008 13.6 31.1 4.5 40.3 (60%) 6.5 4.5 3.8 3.8 0.5 (1.3) (1 July 2008 to 31 December 2008) Projection Year 2009 (Financial year 33.5 66.6 9.1 84.5 (60%) 15.3 10.3 7.9 7.2 0.2 6.2 ending 31 December 2009) Committed Occupancy (%) 100.0 99.9 100.0 98.9 99.0 98.5 98.5 97.0 92.2 N.A.

Notes: (1) Wilkie Edge is currently under development and is expected to be completed by the end of 2008. (2) This excludes the space on the second and third storeys granted to the National Environment Agency, free of rent, for use as a food centre. (3) The NLA of Wilkie Edge comprises only the office and retail NLA. (4) Takes into account the right of the President of the Republic of Singapore, as lessor under the State Lease, to terminate the State Lease on 1 April 2019 upon payment of S$6,610,208.53 plus accrued interest. (5) Based on the valuation dated 16 July 2007 by an independent valuer, CBRE.

A-4 2.1 Lease Expiry Profile for the Existing Properties

2.1.1 Lease Expiry Profile for the Existing Properties The graph below illustrates the committed lease expiry profile of the Existing Properties for all components (office, retail, hotels and convention centre) by percentage of monthly Gross Rental Income (excluding retail turnover rent).

20.2%

16.0% 16.2%

10.7% 9.7% 7.9% 7.2% 6.8%(1)

2.5% 2.4% 0.4%

2008 2009 2010 2011 2012 and Beyond

Office Retail Hotels and Convention Centre(2)

Notes: (1) Excludes a lease expiring beyond 2012 (representing 9.5% of monthly Gross Rental Income) which is subject to a rent review in 2011. (2) The hotels and convention centre master lease at Raffles City Singapore is on a 20-year lease commencing from 7 November 1996.

2.1.2 Lease Expiry Profile for the Office Component The graph below illustrates the committed office lease expiry profile of the Office Component by percentage of monthly office Gross Rental Income.

33.1%

26.3%

17.5%

11.9% 11.2%(1)

2008 2009 2010 2011 2012 and Beyond

Note: (1) Excludes a lease expiring beyond 2012 (representing 15.5% of monthly office Gross Rental Income) which is subject to a rent review in 2011.

A-5 2.1.3 Lease Expiry Profile for the Retail Component The graph below illustrates the committed lease expiry profile of the Retail Component by percentage of monthly retail Gross Rental Income (excluding retail turnover rent).

42.4% 34.4%

10.7% 10.5% 2.0%

2008 2009 2010 2011 2012 and Beyond

2.2 Trade Sector Analysis for Existing Properties

2.2.1 Major Usage Mix The chart below provides a breakdown by percentage of monthly Gross Rental Income (excluding retail turnover rent) of the major usage mix (office, retail, hotels and convention centre) represented in the Existing Properties.

62.1%

15.7%

22.2%

Office Retail Hotels & Convention Centre

A-6 2.2.2 Office Component Business Sector Analysis The chart below provides a breakdown by percentage of monthly office Gross Rental Income of the major trade sectors of the Office Component.

2.6% 2.3% 2.8% 1.2%

3.1%

4.9% Banking, Insurance & Financial Services Government & Government Linked Office 5.5% Others IT Services & Consultancy/Internet Trading Real Estate & Property Services Car Park Income(1) 5.7% Business Management/Consultancy Services/Business Activities Telecommunications Legal 8.9% Education 50.8% Ancillary Food & Beverage

12.2%

Note: (1) Refers to the car park income from Golden Shoe Car Park and Market Street Car Park only.

2.2.3 Retail Component Business Sector Analysis The chart below provides a breakdown by percentage of monthly retail Gross Rental Income (excluding retail turnover rent) of the major trade sectors of the Retail Component.

2.0% 1.6% 2.0% 0.4% 5.1% Fashion 5.1% 38.2% Food & Beverage/Food Court Department Store 7.3% Educational/Services Services Books/Gifts & Specialty/Hobbies/Toys Home Furnishings Supermarket 11.2% Leisure and Entertainment/Sports & Fitness Electronics

27.1%

A-7 2.3 Top 10 Committed Tenants of the Existing Properties The table below sets out selected information about the top 10 committed tenants of the Existing Properties by percentage of monthly Gross Rental Income (excluding retail turnover rent).

% of Monthly Lease Expiry Gross Rental No. Tenant Dates(1) Income 1 RC Hotels (Pte) Ltd Jul 2008, Jun 16.3% 2010, Jul 2010, Dec 2010, Nov 2016 2 Standard Chartered Bank Oct 2009, Dec 14.5% 2009, Feb 2010, Oct 2010, Jan 2011, Jan 2020 3 Government of Singapore Investment Corporation Jan 2015 6.1% Private Limited 4 JPMorgan Chase Bank, N.A. Dec 2010 3.6% 5 The Hongkong and Shanghai Banking Corporation Apr 2012(2) 3.3% Limited 6 Robinson & Company (Singapore) Private Limited Mar 2010 2.5% 7 CapitaLand Group Jun 2008(3), Jul 1.8% 2009, Jan 2010 8 Nomura Singapore Limited May 2008(4),Nov 1.8% 2011 9 Cisco Systems (USA) Pte. Ltd. Feb 2010 1.8% 10 Economic Development Board Jun 2009 1.5% Top 10 Tenants 53.2% Other Tenants 46.8% Total 100.0%

Notes: (1) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more than one tenancy expiry date for such tenants. (2) The tenant has entered into a seven-year forward renewal lease expiring April 2019. (3) The lease has been renewed for a period of three years. (4) The lease has been renewed for a period of three years and six months.

A-8 3. ENLARGED PROPERTIES The table below sets out selected information about the Enlarged Properties.

Existing Enlarged 1 George Street Properties(1) Properties NLA (sq m) 41,621 261,264 302,885 — Office (sq m) 41,621 215,378 256,999 — Retail — 45,886 45,886 Number of Tenants 31 480 511 — Office 31 218 249 — Retail — 261 261 — Hotels and Convention Centre — 11 Number of Hotel Rooms — 2,028 2,028 Car Park Lots 178 3,665 3,843 Valuation (S$ Million) 1,165 5,110 6,275 Committed Occupancy 100.0% 99.3% 99.4% — Office 100.0% 99.4% 99.5% — Retail — 99.0% 99.0%

Note: (1) Excluding Wilkie Edge, a property under development. For Raffles City Singapore, all the information in the table, except for the valuation, is based on 100.0% interest in Raffles City Singapore.

3.1 Lease Expiry Profile for the Enlarged Properties

3.1.1 Lease Expiry Profile for the Enlarged Properties The graph below illustrates the committed lease expiry profile of the Enlarged Properties for all components (office, retail, hotels and convention centre) by percentage of monthly Gross Rental Income (excluding retail turnover rent).

20.1% 17.7% 14.2% 13.2%

8.6% 8.6% 6.9% 6.0%(1)

2.2% 2.1% 0.4%

2008 2009 2010 2011 2012 and Beyond

Office Retail Hotels and Convention Centre(2)

Notes: (1) Excludes a lease expiring beyond 2012 (representing 8.3% of monthly Gross Rental Income) which is subject to a rent review in 2011. (2) The hotels and convention centre master lease at Raffles City Singapore is on a 20-year lease commencing from 7 November 1996.

A-9 3.1.2 Lease Expiry Profile for the Office Component and 1 George Street The graph below illustrates the committed lease expiry profile of the Office Component and 1 George Street by percentage of monthly office Gross Rental Income.

30.6% 27.0%

20.1%

13.1% 9.2%(1)

2008 2009 2010 2011 2012 and Beyond

Note: (1) Excludes a lease expiring beyond 2012 (representing 12.7% of monthly office Gross Rental Income) which is subject to a rent review in 2011.

3.1.3 Lease Expiry Profile for the Retail Component The graph below illustrates the committed lease expiry profile of the Retail Component by percentage of monthly retail Gross Rental Income (excluding retail turnover rent).

42.4% 34.4%

10.7% 10.5% 2.0%

2008 2009 2010 2011 2012 and Beyond

A-10 3.2 Trade Sector Analysis for Enlarged Properties

3.2.1 Major Usage Mix The chart below provides a breakdown by percentage of monthly Gross Rental Income (excluding retail turnover rent) of the major usage components (office, retail, hotels and convention centre) represented in the Enlarged Properties.

66.5%

13.9%

19.6%

Office Retail Hotels & Convention Centre

3.2.2 Office Component and 1 George Street Business Sector Analysis The chart below provides a breakdown by percentage of monthly office Gross Rental Income of the major trade sectors of the Office Component and 1 George Street.

1.9% 2.3% 1.1% 3.1% 4.1% Banking, Insurance & Financial Services 4.5% Government & Government Linked Office Others IT Services & Consultancy/Internet Trading 4.9% Real Estate & Property Services Car Park Income(1) 5.8% Business Management/Consultancy Services/Business Activities Telecommunications Legal Education 10.1% Ancillary Food & Beverage

51.1%

11.1%

Note: (1) Refers to the car park income from Golden Shoe Car Park and Market Street Car Park only.

A-11 3.2.3 Retail Component Business Sector Analysis The chart below provides a breakdown by percentage of monthly retail Gross Rental Income (excluding retail turnover rent) of the major trade sectors of the Retail Components represented in the Enlarged Properties.

2.0% 1.6% 2.0% 0.4%

5.1% Fashion 5.1% 38.2% Food & Beverage/Food Court Department Store 7.3% Educational/Services Services Books/Gifts & Specialty/Hobbies/Toys Home Furnishings Supermarket 11.2% Leisure and Entertainment/Sports & Fitness Electronics

27.1%

3.3 Top 10 Committed Tenants of the Enlarged Properties The table below sets out selected information about the top 10 committed tenants of the Enlarged Properties by percentage of monthly Gross Rental Income (excluding retail turnover rent).

% of Monthly Lease Expiry Gross Rental No. Tenant Dates(1) Income 1 RC Hotels (Pte) Ltd Jul 2008, Jun 2010, 14.4% Jul 2010, Dec 2010, Nov 2016 2 Standard Chartered Bank Oct 2009, Dec 2009, 12.8% Feb 2010, Oct 2010, Jan 2011, Jan 2020 3 Government of Singapore Investment Corporation Jan 2015 5.4% Private Limited 4 JPMorgan Chase Bank, N.A. Dec 2010 3.2% 5 The Hongkong and Shanghai Banking Corporation Apr 2012(2) 2.9% Limited 6 Robinson & Company (Singapore) Private Limited Mar 2010 2.2% 7 CapitaLand Group Jun 2008(3), 1.6% Jul 2009, Jan 2010 8 Nomura Singapore Limited May 2008(4), 1.6% Nov 2011 9 Cisco Systems (USA) Pte. Ltd. Feb 2010 1.6% 10 Economic Development Board Jun 2009 1.4% Top 10 Tenants 47.1% Other Tenants 52.9% Total 100.0%

A-12 APPENDIX B

PROFIT FORECAST AND PROFIT PROJECTION

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

The following tables set out CCT’s forecast consolidated statement of total return and distribution for the Forecast Period 2008 (1 July 2008 to 31 December 2008) as well as its projected consolidated statement of total return and distribution for the Projection Year 2009 (financial year ending 31 December 2009). The forecast and projection have been examined by the Independent Accountants and should be read together with their report contained in Appendix C of this Circular as well as the assumptions and sensitivity analysis set out below.

B-1 Forecast and Projected Consolidated Statements of Total Return and Distribution of the CCT Group