First Real Estate Investment Trust : Responses To Questions From Unitholders And Link To Recording Of Virtual Information Session

(Constituted in the Republic of Singapore pursuant to a trust deed dated 19 October 2006 (as amended))

RESPONSES TO SUBSTANTIAL AND RELEVANT QUESTIONS FROM UNITHOLDERS AND LINK TO RECORDING OF VIRTUAL INFORMATION SESSION

1. Background. The Board of Directors (the "Board") of First REIT Management Limited, in its capacity as manager of First Real Estate Investment Trust ("First REIT", and as manager of First REIT, the "Manager"), refers to:
2. 1. the circular to holders of units in First REIT ("Unitholders") dated 6 January 2022 (the "Circular") in relation to the Proposed Acquisition, the proposed issue of the Consideration Units, the proposed Whitewash Resolution and the Proposed Settlement (each as defined in the Circular) (collectively, the
      "Proposed Transactions");
   2. the notice of extraordinary general meeting ("EGM") dated 6 January 2022 notifying Unitholders of the EGM to be convened and held by way of electronic means on Friday, 28 January 2022 at 11:00 a.m. (Singapore time); and
   3. the announcement released by the Manager on 6 January 2022 titled "Extraordinary General Meeting of the Unitholders to be held on 28 January 2022" setting out, among others, the alternative arrangements which have been put in place to allow Unitholders to participate at the EGM.
3. Responses to substantial and relevant questions from Unitholders. The Manager would like to thank
   Unitholders for submitting their questions in advance of First REIT's EGM. The Manager would like to inform that a list of all substantial and relevant questions which have been received from Unitholders prior to the closing date and time for submission of questions and the management's and the Board's responses to these questions are set out in Annex Aof this announcement.
4. Recording of virtual information session. The Manager would also like to thank Unitholders for attending the virtual information session in relation to the Proposed Transactions on Thursday, 20 January 2022 (the "Virtual Information Session"). Unitholders may access a recording of the Virtual Information Session at https://www.first-reit.com/ir_egm.html.

By Order of the Board

Tan Kok Mian Victor

Executive Director and Chief Executive Officer First REIT Management Limited

(Company registration no. 200607070D)

As Manager of First Real Estate Investment Trust

21 January 2022

1

ANNEX A

RESPONSES TO SUBSTANTIAL AND RELEVANT QUESTIONS FROM UNITHOLDERS

For further details of the Proposed Transactions, please refer to the Circular to Unitholders dated 6 January 2022 in relation to the Proposed Acquisition, the proposed issue of the Consideration Units, the proposed Whitewash Resolution and the Proposed Settlement. Capitalised terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Circular.

Questions	Responses
Rationale for the Proposed Acquisition
1. Why are we buying something	The Proposed Acquisition is expected to be DPU accretive on a pro
that is not yield accretive?	forma basis. Based on the pro forma financial effects for the Proposed
2. Does the Proposed Acquisition	Acquisition on the DPU for 1H2021, First REIT's DPU is expected to
contribute to the value of First	increase from 1.30 Singapore cents to 1.31 Singapore cents, translating
REIT share value?	to a pro forma DPU accretion of 0.8%.
		Please refer to paragraph 9 of the Circular for the pro forma financial
		effects of the Proposed Acquisition.
3. Shouldn't we be getting more	The agreed purchase price for the Japan Nursing Homes, which was
discount from asset/market value	negotiated on a willing-buyer and willing-seller basis with reference to
from our sponsor?	the independent valuations by Cushman & Wakefield K.K. and CBRE
4. How are the interests of major	K.K. (the "Independent Valuers"), is JPY24,213 million (the "Agreed
unitholders aligned with the	Purchase Price for the Japan Nursing Homes") and is a discount of
interests of minority unitholders?	2.9% to the aggregate of the averages of the two independent valuations
		of each Japan Nursing Home1 of JPY24,926 million as at 29 October
		2021.
		The Proposed Acquisition is aligned with Unitholder interests and as a
		strong show of support to First REIT, the Sponsor has provided three
		pillars of support to First REIT in the Proposed Acquisition, which has
		enabled First REIT to deliver a DPU accretive transaction on a pro forma
		basis:
		• Agreed Purchase Price Discount: 2.9% (JPY0.7 billion) and 3.8%
		(JPY1.0 billion) discount to the aggregate of the averages and the
		higher of the two independent valuations of each Japan Nursing
		Home respectively;
		• Equity Issuance at a Premium to Market Price: Approximately
		78.3% of the Purchase Consideration or S$131.5 million will be
		funded by the issuance of approximately 431 million new Units at a
		9.3% premium to First REIT's 3-month VWAP2 of S$0.279; and
		• Waiver of Acquisition Fees: The Manager has elected to
		voluntarily waive the acquisition fee which would have been payable
		to the Manager for the Proposed Acquisition pursuant to the Trust
		Deed, which fee would otherwise have been approximately S$3.0
		million.

1

2

Please refer to the respective tables for each of the Japan Nursing Homes under paragraph 2.1 of the Circular, which sets out a comparison of the Agreed Purchase Price for the Japan Nursing Homes against the two independent valuations in respect of each of the Japan Nursing Homes.

Refers to Volume-Weighted Average Price over the preceding 3-month period as of 6 December 2021.

2

Questions		Responses
5. What synergistic plan with is	The Proposed Acquisition marks the first steps to execute the
there with the Proposed	Manager's First REIT 2.0 Growth Strategy, which, among others,
Acquisition and what timeline are	targets to diversify into developed markets to reduce geographical and
we looking at?	tenant concentration risk.
	Additionally, the Manager aims to reduce its exposure in Indonesia to
	less than 50% of its total portfolio within the next three to five years.
	Assuming Unitholders' approval is obtained at the upcoming EGM and
	assuming the successful absorption of the Japan Nursing Homes into
	First REIT's portfolio, First REIT will have gained an investment platform
	comprising 12 high-quality nursing homes within the attractive Japan
	nursing home market.
	The Manager will seek to grow its geographical footprint within Japan
	and will provide an update to Unitholders as and when there are material
	developments.
6. Will shareholders of First REIT	No.
be invited to subscribe to the
Consideration Units?	Resolution 2 relates to the proposed issue of 431,147,541 new Units as
	partial consideration for	the Proposed JMF Acquisition (the
	"Consideration Units") to	OLH Healthcare Investments Pte. Ltd.
	("OHI") (being a wholly-owned subsidiary of OUELH), which has been
	nominated by OUELH as the vendor of the JMF Sale Shares to receive
	the Consideration Units, as partial consideration for the Proposed JMF
	Acquisition.
Miscellaneous
7. Why does the CEO not own any	As at 27 December 2021, being the latest practicable date prior to the
of the REIT shares?	printing of the Circular, Mr Tan Kok Mian Victor, the Executive Director
	and Chief Executive Officer of the Manager, held a direct interest in
	252,569 Units.
8. Why share price drop from	Unit price movement is a function of many factors that the Manager has
$0.80?	no control over.
9. As a company that owns
hospitals and homes, there	First REIT has stabilised since 18 May 2021 where the Manager
should be great demand from	announced the completion of strategic initiatives to restructure,
people who contacted the covid-	recapitalise and reposition First REIT. The strategic initiatives were
19 that need hospitalization	carried out following an EGM which was held on 22 January 2021,
during this pandemic period. But	where Unitholders voted in favour of the tabled resolutions.
if we look at the share price
which drops drastically from say	The Manager has since been able to stabilise the performance of First
$1.15/share to the current	REIT. The Unit price of First REIT has improved by 43% , from 21.4
$0.31/share and it seems that	Singapore cents as at 1 January 2021 to 30.5 Singapore cents as at 18
there is no justification for it. I will	January 2022. Similarly, since 1 January 2021, First REIT has delivered
be most delighted to know the
reasons for such drastic drop in
price. Could the board of

3

Questions	Responses
directors of First REIT give all its	approximately 59% total returns 3 year-to-date, as measured from 1
shareholders a clear and	January 2021 to 30 November 2021.
detailed explanation.
	Unitholders may refer to the following links for more information on the
	restructuring and recapitalisation exercise carried out in early 2021,
	which has since concluded:
	a.Announcement dated 29 November 2020
	b.Announcement dated 28 December 2020
	c.Circular dated 28 December 2020
	d.Press release dated 18 May 2021
10. What is the targeted share price	The Manager is not able to provide a target share price, provide
in 1 year?	guidance on earnings visibility or target revenues.
11. Please provide guidance on
earnings visibility for next 12
months with an update of
business outlook presentation.
12. What is the target revenue for
2022 and 2023?
13. What are the pipeline assets	It is too early to comment on pipeline assets from the Sponsor.
remaining?
	The Manager has put forth its First REIT 2.0 Growth Strategy and,
	among other strategic pillars, intends to grow First REIT's portfolio by
	diversifying into developed markets. This will remain the focus of the
	Manager in the short to medium term.
	The interests of the Manager, the Sponsor and Unitholders are aligned
	and the Manager remains committed to executing the First REIT 2.0
	Growth Strategy. Any and all transactions will need to meet the
	Manager's very clearly defined and stringent investment criteria so as
	to bring long-term value to Unitholders, with oversight from the Board.
	Some of which include:
	o good quality assets with significant growth potential;
	o strong and financially sound tenants and operators;
	o attractive yields which result in yield accretion; and
	o strategic locations with strong catchment of population.
	As with all other previous interested party transactions, if there are
	suitable assets to be acquired by First REIT from the Sponsor, First
	REIT remains bound by the requirements under the Listing Manual and
	the Property Funds Appendix.
	As and when there are material developments on this front, Unitholders
	will be updated.
	- END -

3 Refers to total shareholder returns, based on compound total return with dividends assumed to be re-invested on the exdate.

4

Important Notice

This Announcement is not for distribution, directly or indirectly, in or into the United States and is not an offer of securities for sale in the United States or any other jurisdictions.

This Announcement is for information purposes only and does not constitute an offer for sale or an invitation or offer to acquire, purchase or subscribe for Units in the United States, Singapore or any other jurisdiction.

This Announcement 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 and the continued availability of financing in the amounts and the terms necessary to support future business.

Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view on future events.

The value of Units and the income derived from them, if any, may fall or 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.

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, European Economic Area, the United Kingdom, Canada, Japan or Australia, and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations.

The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus that may be obtained from an issuer and would contain detailed information about such issuer and the management, as well as financial statements.

There will be no public offering of the securities referred to herein in the United States.

Investors should note that they 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 SGX-ST.

Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of First REIT and the Manager is not necessarily indicative of the future performance of First REIT and the Manager.

5