CIRCULAR DATED 30 OCTOBER 2018 NOT FOR DISTRIBUTION IN THE UNITED STATES THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Cromwell European REIT Circular dated 30 October 2018 30 October dated REIT Circular European Cromwell CROMWELL EUROPEAN REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 28 April 2017 under the laws of the Republic of Singapore) Managed by CROMWELL EREIT MANAGEMENT PTE. LTD. CIRCULAR TO UNITHOLDERS IN RELATION TO: (1) THE PROPOSED ACQUISITION OF 16 PROPERTIES IN THE NETHERLANDS, FINLAND AND POLAND; (2) THE PROPOSED RIGHTS ISSUE; (3) THE PROPOSED PAYMENT OF THE GTCT SUB-UNDERWRITING COMMISSION; AND (4) THE PROPOSED PAYMENT OF THE HILLSBORO SUB-UNDERWRITING COMMISSION Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no the Rights Entitlements, and the Rights Units and Rights Entitlements may not responsibility for the correctness of any of the statements made, reports contained be offered, sold, resold, transferred or delivered, directly or indirectly, to any such or opinions expressed in this circular to unitholders of Cromwell European person or in any such jurisdiction. Real Estate Investment Trust (“CEREIT”, and the unitholders of CEREIT, the “Unitholders”) dated 30 October 2018 (this “Circular”). If you are in any doubt about This Circular is not for distribution, directly or indirectly, in or into the United States its contents or as to the action you should take, you should consult your stockbroker, and is not an offer of securities for sale in the United States or any other jurisdiction. bank manager, solicitor, accountant or other professional adviser immediately. The Rights Units and Rights Entitlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any Approval in-principle has been obtained from the SGX-ST for the listing and securities laws of any state or other jurisdiction of the United States of America (the quotation of the Rights Units (as defined herein) in CEREIT on the Main Board of the “U.S.”) and may not be offered, sold, resold, allotted, taken up, exercised, pledged, SGX-ST and the proposed Rights Issue (as defined herein). The SGX-ST’s in-principle transferred or delivered, directly or indirectly, within the U.S. except pursuant to approval is not to be taken as an indication of the merits of the Rights Issue, the an applicable exemption from, or a transaction not subject to, the registration Rights Units, CEREIT and/or its subsidiaries. requirements of the Securities Act and in compliance with any applicable securities If you have sold or transferred all your units in CEREIT (“Units”), please forward laws of any state or other jurisdiction of the U.S. There will be no public offering of this Circular together with the Notice of Extraordinary General Meeting and the the Rights Units and/or Rights Entitlements in the U.S. accompanying Proxy Form (as defined herein) immediately to the purchaser or Goldman Sachs (Singapore) Pte. Ltd. and UBS AG, Singapore Branch were the joint transferee or to the stockbroker, bank or other agent through whom the sale or issue managers for the initial public offering of CEREIT. DBS Bank Ltd., Goldman transfer was effected for onward transmission to the purchaser or transferee. Sachs (Singapore) Pte. Ltd., and UBS AG, Singapore Branch were the joint global This Circular shall not constitute an offer to sell or a solicitation of an offer to buy coordinators for the initial public offering of CEREIT. DBS Bank Ltd., Goldman Sachs Units or other securities, including the Rights Units and “nil-paid” provisional (Singapore) Pte. Ltd., UBS AG, Singapore Branch, Daiwa Capital Markets Singapore allotment of Rights Units to Eligible Unitholders (as defined herein) under the Limited and CLSA Singapore Pte Ltd were the joint bookrunners and underwriters proposed Rights Issue (the “Rights Entitlements”). This Circular may not be sent for the initial public offering of CEREIT. to any person or any jurisdiction in which it would not be permissible to deliver the Rights Units and Rights Entitlements or make an offer of the Rights Units and IMPORTANT DATES AND TIMES FOR UNITHOLDERS Last date and time Monday, 12 November 2018 Joint Global Co-ordinators and Bookrunners in relation to the Rights Issue for lodgement of at 10.00 a.m. Proxy Forms Date and time of Thursday, 15 November 2018 Extraordinary at 10.00 a.m. Independent Financial Adviser to the Independent Directors and General Meeting Audit and Risk Committee of Cromwell EREIT Management Pte. Ltd. Place of Pickering Ballroom, Level 2 and to Perpetual (Asia) Limited (in its capacity as trustee of Extraordinary PARKROYAL on Pickering Cromwell European Real Estate Investment Trust) General Meeting 3 Upper Pickering Street Singapore 058289 Ernst & Young Corporate Finance Pte. Ltd. PROPOSED ACQUISITION OF 16 PROPERTIES IN THE NETHERLANDS, FINLAND AND POLAND Finland Helsinki 10 properties Kuopio 1 property Poland Warsaw 2 properties Gdansk 1 property The Netherlands Utrecht 1 property ‘s-Hertogenbosch 1 property NEW PROPERTIES(1) NEW PROPERTIES(1) STATISTICS Breakdown by Country(2) €312.5 MILLION €315.9 MILLION (2) The Netherlands PURCHASE PRICE INDEPENDENT VALUATION €127.0 million Poland 40.2% €72.1 million 22.8% 6.2% 7.4% NET INITIAL YIELD(3) REVERSIONARY YIELD(4) €315.9 million 16 100% PROPERTIES FREEHOLD OR FREEHOLD- (PREDOMINANTLY OFFICE) EQUIVALENT LAND(5) Finland €116.8 million 37.0% 84.5% 4.7 YEARS OCCUPANCY RATE(6) WALE(7) Notes: (1) Refers to the 16 properties located in the Netherlands, Finland and Poland. (2) Based on the average of the two independent valuations of each New Property conducted by the Independent Valuers as at 27 September 2018. (3) “Net Initial Yield” means the average of the Independent Valuers’ annualised current passing rental income net of non-recoverable property expenses, divided by the Property Purchase Price. (4) “Reversionary Yield” means the average of the Independent Valuers’ estimated market rental income per annum net of non-recoverable property expenses, divided by the Property Purchase Price. (5) All New Properties are on freehold land except for Moeder Teresalaan 100-200 in Utrecht, which is on a leasehold land that is acquired in perpetuity. Leasehold acquired in perpetuity means a leasehold for an indefinite period of time and the ground rent has been paid off perpetually. (6) Occupancy rate as at 31 August 2018 (except for Willemsplein 2, ‘s-Hertogenbosch, the Netherlands (“Willemsplein 2”)). With respect to Willemsplein 2, the occupancy rate is as at 1 September 2018. For Arkonska Business Park, Gdansk, Poland, while the occupancy rate as at 31 August 2018 is only 46.7%, the committed occupancy rate is 69.1%. (7) “WALE” refers to the weighted average lease expiry by headline rent based on the final termination date of the agreement (assuming the tenant does not terminate the lease on any of the permissible break date(s), if applicable) as at 31 August 2018. CEREIT KEY OBJECTIVES Provide Unitholders with regular and stable distributions Achieve long-term growth in DPU(1) and NAV(2) per Unit while maintaining an appropriate capital structure CEREIT KEY STRATEGIES Active asset management and enhancement strategy The Manager will seek to drive organic growth, and maintain a proactive tenant management strategy. Properties will be regularly evaluated for identification of potential property enhancement or redevelopment opportunities that can improve and/or enhance income streams. Acquisition growth strategy The Manager will adopt a rigorous selection process focused on long term sector trends and fundamental real estate qualities to ensure that investments are focused on the right cities and sectors that can provide attractive cash flows and yields and which fit within CEREIT’s investment strategy to enhance returns to Unitholders and improve opportunities for future income and capital growth. The Manager will leverage on the extensive on-the-ground teams of the Property Manager to increase acquisition opportunities available to CEREIT through participation in both competitive processes as well as non-competitive, off-market acquisitions. Prudent capital management strategy The Manager will endeavour to maintain a strong balance sheet, prudently employ an appropriate mix of debt and equity in financing acquisitions, optimise its cost of debt financing, and utilise interest rate and foreign exchange hedging strategies where appropriate, in order to minimise exposure to market volatility and maximise risk- adjusted returns to Unitholders. Best practice Sustainability, Corporate Governance, and Corporate Social Responsibility The Manager will employ a best practice approach to sustainability, corporate governance and corporate social responsibility to achieve high sustainability standards in the operation and management of CEREIT. ACQUISITION PROPERTIES ENLARGED PORTFOLIO(3) ENLARGED PORTFOLIO(3) STATISTICS Breakdown by Country(4) Poland €1.7 BILLION 1.3 MILLION (5) (6) (7) Denmark 4.2% VALUATION SQ M OF NLA 4.8% Germany 6.3% 91 90.4% Finland PROPERTIES FREEHOLD AND 6.8% The Netherlands 35.0% PERPETUAL LEASEHOLD(4) 7 countries France 18.4% % 88.2 5.0 YEARS OCCUPANCY(8) WALE(9) Italy 24.5% Notes: (1) Distribution per Unit. (2) Net Asset Value. (3) Comprises the Existing Portfolio and the New Properties. (4) For the Existing Portfolio, by percentage of the sum of the valuation (except 13 Via Jervis, Ivrea, Italy (“Ivrea”)) as of 31 March 2018 and the valuation of Ivrea on 1 April 2018. For the New Properties, the valuation is based on the average of the two independent valuations of each New Property conducted by the Independent Valuers as at 27 September 2018. (5) For the Existing Portfolio, valuation (except Ivrea) is as of 31 March 2018 and the valuation of Ivrea is as of 1 April 2018. For the New Properties, the valuation is based on the average of the two independent valuations of each New Property conducted by the Independent Valuers as at 27 September 2018.