Entry Into Interested Person Transaction: Lease Agreement With City Energy Pte. Ltd. As Trustee Of City Energy Trust At The Atrium@Orchard

CAPITALAND INTEGRATED COMMERCIAL TRUST

(Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended))

ANNOUNCEMENT

ENTRY INTO INTERESTED PERSON TRANSACTION:

LEASE AGREEMENT WITH CITY ENERGY PTE. LTD. AS TRUSTEE OF CITY ENERGY TRUST AT THE ATRIUM@ORCHARD

1. INTRODUCTION
   CapitaLand Integrated Commercial Trust Management Limited, as manager of CapitaLand Integrated Commercial Trust ("CICT", and the manager of CICT, the "Manager") wishes to announce that HSBC Institutional Trust Services (Singapore) Limited in its capacity as trustee of CICT has on 22 July 2022 entered into a lease agreement with City Energy Pte. Ltd. as Trustee of City Energy Trust ("City Energy"), an associate of Temasek Holdings (Private) Limited ("Temasek") (the "City Energy Tenancy"), in respect of the premises at unit(s) on level 3 of The Atrium@Orchard for a period of three (3) years commencing on 13 October 2022 (the "City Energy Lease Period").
2. DISCLOSURE REQUIREMENTS
   Under Chapter 9 of the Singapore Exchange Securities Trading Limited Listing Manual ("Listing Manual"), where an entity at risk (as defined in the Listing Manual) proposes to enter into a transaction with an interested person (as defined in the Listing Manual) 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 three per cent (3%), but is less than five per cent (5%), of the latest audited consolidated net tangible assets ("NTA") of the issuer and its subsidiaries (the "Issuer Group"), an immediate announcement of the transaction must be made and if the value is equal to or exceeds five per cent (5%) of the Issuer Group's latest audited consolidated NTA, approval of the unitholders of the issuer must be obtained.
   Based on the information available to the Manager as at the date of this announcement, Temasek, through its subsidiaries and associated companies, has an aggregate interest in 1,597,871,962 units in CICT ("Units"), representing approximately 24.10%1 of the total number of Units in issue, and is therefore regarded as a "controlling unitholder" of CICT under both the Listing Manual and Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore (the "Property Funds Appendix"). In addition, as the Manager is a wholly owned subsidiary of CapitaLand Investment Limited ("CLI") and CLI is a subsidiary of Temasek, Temasek is therefore regarded as a "controlling shareholder" of the Manager under both the Listing Manual and the Property Funds Appendix.

• Based on a total of 6,629,556,440 Units as at 22 July 2022.

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For the purposes of Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, City Energy, being an associate of Temasek, is considered an "associate" of (i) a "controlling unitholder" of CICT and (ii) a "controlling shareholder" of the Manager, and therefore an "interested person" (for the purposes of the Listing Manual) and "interested party" (for the purposes of the Property Funds Appendix) of CICT, which is regarded as an "entity at risk" for these purposes.

Therefore, the entry into the City Energy Tenancy constitutes an "interested person transaction" under Chapter 9 of the Listing Manual as well as an "interested party transaction" under the Property Funds Appendix. The City Energy Tenancy, when aggregated with the existing interested person transactions with Temasek and its subsidiaries and associates (excluding CLI and its subsidiaries and associates) (the "Temasek Group") would exceed 3.0% of the latest audited NTA of CICT, and accordingly under Rule 905 of the Listing Manual, the Manager must make an announcement of such interested person transaction.

1. CERTAIN PRINCIPAL TERMS OF THE CITY ENERGY TENANCY
   The City Energy Tenancy comprises a renewal of tenancy of the existing premises leased by City Energy at level 3 of The Atrium@Orchard for a period from 13 October 2022 to 12 October 2025 and a new lease for adjacent unit(s) on level 3 to City Energy for the same period.
   Pursuant to the City Energy Tenancy, an estimated aggregate sum of S$1.47 million is payable by City Energy as gross rent during the City Energy Lease Period (the "City Energy Rent").
   The City Energy Rent is calculated based on the monthly gross rent payable by City Energy during the City Energy Lease Period and has been reviewed by an independent valuer to be in accordance with market standards. The City Energy Rent was benchmarked against comparable leases in similar retail malls, taking into account factors such as term of the lease, unit size, unit configuration and orientation, floor level and the prestige of the building. The independent valuer is of the opinion that the City Energy Rent as at the date of commencement of the City Energy Tenancy is at market level and the other key commercial terms of the City Energy Tenancy are normal commercial terms.
   Accordingly, the Manager is of the view that the City Energy Tenancy is on normal commercial terms and not prejudicial to the interests of CICT and its minority unitholders.
   The value of the City Energy Tenancy will be aggregated pursuant to Rule 905 of the Listing Manual. As the City Energy Tenancy falls within the exception under Rule 916(1) of the Listing Manual, the value of the City Energy Tenancy is thus not the subject of aggregation pursuant to Rule 906 of the Listing Manual.
2. RATIONALE FOR AND BENEFITS OF THE CITY ENERGY TENANCY
   City Energy is an existing tenant in The Atrium@Orchard and would be renewing the tenancy of their existing units as well as leasing additional unit(s). The City Energy Tenancy benefits CICT as it improves the occupancy rate at The Atrium@Orchard and the City Energy Rent would add to CICT's income.
3. AUDIT COMMITTEE STATEMENT
   The Audit Committee has considered the terms of the City Energy Tenancy and is of the view that it is on normal commercial terms and is not prejudicial to the interests of CICT and its minority unitholders.

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1. TOTAL VALUE OF INTERESTED PERSON TRANSACTIONS WITH TEMASEK GROUP FOR THE CURRENT FINANCIAL YEAR
   As at the date of this announcement, the value of all interested person transactions entered into between (1) CICT and (2) Temasek and members of the Temasek Group (excluding CLI and its subsidiaries and associates) during the course of the current financial year (including the City Energy Tenancy but excluding any transaction with a value of less than S$100,000) is approximately (a) S$590.43 million and (b) S$574.69 million pursuant to Rules 905 and 906 of the Listing Manual respectively. The value of the City Energy Tenancy has not been aggregated for purposes of Rule 906 as the transaction falls under the exception in Rule 916(1) of the Listing Manual.
   The value of all interested person transactions entered into between (1) CICT and (2) all interested persons during the course of the current financial year (including the City Energy Tenancy but excluding any transaction with a value of less than S$100,000) is approximately (a) S$1,251.73 million and (b) S$1,128.40 million pursuant to Rules 905 and 906 of the Listing Manual respectively.
2. INTERESTS OF DIRECTORS AND CONTROLLING UNITHOLDERS2
   As at the date of this announcement, certain directors of the Manager collectively hold an aggregate direct and indirect interest in 1,103,962 Units.
   Mr Tony Tan Tee Hieong is the Chief Executive Officer and an Executive Non-Independent Director of the Manager. Mr Jonathan Yap is a Non-ExecutiveNon-Independent Director of the Manager and Chief Executive Officer (Fund Management) of CLI. Mr Lim Cho Pin Andrew Geoffrey is a Non-ExecutiveNon-Independent Director of the Manager and the Group Chief Financial Officer of CLI. Ms Teo Swee Lian, Mrs Quek Bin Hwee and Ms Jeann Low Ngiap Jong are directors of certain related corporations and an associated company of Temasek, but for the avoidance of doubt, they are not involved in the day-to-day management of such entities, and none of such entities is a direct or indirect shareholder of City Energy.
   Based on information available to the Manager as at the date of this announcement, Temasek, through its subsidiaries and associated companies (including CLI and its subsidiaries), has an aggregate deemed interest in 1,597,871,962 Units, which is equivalent to approximately 24.10% of the total number of Units in issue.
   Save as disclosed in this announcement and as at the date of this announcement, none of the directors of the Manager or Controlling Unitholders has an interest, direct or indirect, in the City Energy Tenancy.

BY ORDER OF THE BOARD

CapitaLand Integrated Commercial Trust Management Limited (Registration Number: 200106159R)

as manager of CapitaLand Integrated Commercial Trust

Lee Ju Lin, Audrey

Company Secretary

22 July 2022

• "Controlling Unitholders" refers to a person with an interest in Units constituting not less than 15.0% of all Units in issue.

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IMPORTANT NOTICE

The past performance of CapitaLand Integrated Commercial Trust ("CICT") is not indicative of future performance. The listing of the units in CICT ("Units") on the Singapore Exchange Securities Trading Limited (the "SGX-ST") does not guarantee a liquid market for the Units. The value of the Units and the income from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, CapitaLand Integrated Commercial Trust Management Limited, as manager of CICT (the "Manager"), or any of its affiliates. An investment in the Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed on the SGX-ST. It is intended that holders of Units may only deal in their Units through trading on the SGX-ST.

This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Units.

This announcement may contain forward-looking statements that involve assumptions, 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 other developments or companies, shifts in expected levels of occupancy rate, property rental income, charge out collections, changes in operating expenses (including employee wages, benefits and training costs), governmental and public policy changes and the continued availability of financing in the amounts and terms necessary to support future business. 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.

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