Mapletree Commercial Trust : Whitewash Waiver and Amendment to Implementation Agreement, and Corrigendum to Joint Announcement

Mapletree Commercial Trust	Mapletree North Asia Commercial
(A real estate investment trust constituted on 25	Trust
August 2005 under the laws of the Republic of	(A real estate investment trust constituted on 14
Singapore)
February 2013 under the laws of the Republic of
	Singapore)
Managed by	Managed by
Mapletree Commercial Trust	Mapletree North Asia Commercial
Management Ltd.	Trust Management Ltd.
(Company Registration No. 200708826C)	(Company Registration No. 201229323R)

JOINT ANNOUNCEMENT

1. WHITEWASH WAIVER AND AMENDMENT TO IMPLEMENTATION AGREEMENT

2. CORRIGENDUM TO JOINT ANNOUNCEMENT

1. WHITEWASH WAIVER AND AMENDMENT TO IMPLEMENTATION AGREEMENT

1. Introduction
   The respective boards of directors of Mapletree Commercial Trust Management Ltd., as manager of Mapletree Commercial Trust ("MCT", and as manager of MCT, the "MCT Manager" or the "Manager"), and Mapletree North Asia Commercial Trust Management Ltd., as manager of Mapletree North Asia Commercial Trust ("MNACT", and as manager of MNACT, the "MNACT Manager"), refer to the joint announcement dated 31 December 2021 (the "Joint Announcement") issued by the MCT Manager and the MNACT Manager, in relation to the proposed merger of MCT and MNACT (the "Merger"), to be effected through the acquisition by MCT of all the issued and paid-up units of MNACT (the "MNACT Units") by way of a trust scheme of arrangement (the "Trust Scheme") in accordance with the Singapore Code on Take- overs and Mergers (the "Code").
   Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Joint Announcement.
2. Whitewash Waiver
   As previously announced, MIPL, the sponsor of both MCT and MNACT, intends to elect to receive the Scrip-Only Consideration in respect of all its MNACT Units and has provided an undertaking to the MCT Manager to this effect.
   As indicated in paragraph 1.2 of the Joint Announcement:

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1. as at 29 December 2021, MIPL Entities held approximately 32.59% of the total MCT Units in issue; and
2. immediately upon completion of the Merger, based on the bases and assumptions set out in the Joint Announcement:1
3. 1. assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration, the MIPL Entities would hold approximately 34.74% of the total MCT Units in issue; and
   2. assuming all MNACT Unitholders (except for MIPL Entities) elect to receive the Cash-and-Scrip Consideration, the MIPL Entities would hold approximately 36.13% of the total MCT Units in issue.

Accordingly, the acquisition of the Consideration Units by the MIPL Entities as a result of the Merger may give rise to a possible mandatory general offer under Rule 14 of the Code for the remaining MCT Units not already owned, controlled or agreed to be acquired by MIPL and parties acting in concert with it (the "Concert Parties") upon completion of the Merger and the Trust Scheme (unless otherwise waived).

It is not intended that a mandatory general offer be triggered by MIPL or its Concert Parties as a result of or in connection with the Merger or the Trust Scheme. Prior to the making of the Joint Announcement, MCT had received legal advice that a whitewash waiver was not required in respect of MIPL's proposed increase in its unitholding of MCT as a result of the Trust Scheme. Following the Joint Announcement, further advice was taken and an application was then made to the SIC seeking consent for the whitewash waiver to be granted and for such waiver to be a condition to the Trust Scheme.

The SIC has considered the reasons for the application and the circumstances leading to the application. On 26 January 2022, the SIC granted a waiver of the obligation of MIPL and its Concert Parties to make a mandatory offer under Rule 14 of the Code as a result of the receipt by MIPL of the Consideration Units (as defined below) (the "Whitewash Waiver").

The SIC has granted the Whitewash Waiver, subject to the satisfaction of conditions set out in

Schedule 1.

In connection with the Whitewash Waiver, the SIC has also confirmed that the conditions to the Whitewash Waiver will not be breached and that the Whitewash Waiver will not be rendered invalid by reason of MIPL and its Concert Parties acquiring the Management Fee Units, subject to the receipt of the Management Fee Units being disclosed in the circular to unitholders in respect of the Whitewash Resolution (as defined in Schedule 1)2.

The Parties have also, today, entered into a supplemental agreement (the "Supplemental Implementation Agreement") to amend the Implementation Agreement to specify that the Trust Scheme is conditional on the SIC granting the Whitewash Waiver and the passing of the

1. The unitholdings of MIPL Entities post-Merger do not take into consideration any fees that may be payable in units to MCT Manager or the MNACT Manager prior to the Effective Date.
2. Pursuant to the MCT Trust Deed, the MCT Manager has received on 10 November 2021, 1,085,779 MCT Units as payment of 50% of its base fee (the "2021 Management Fee Units") and may receive in its personal capacity new MCT Units as payment of its base fee for (i) the period from 1 October 2021 to 31 December 2021; and (ii) the period from 1 January 2022 to 31 March 2022 (the "2022 Management Fee Units"). Collectively, the 2022 Management Fee Units and the 2021 Management Fee Units shall be referred to as the "Management Fee Units".

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Whitewash Resolution (as defined below). The Conditions to the Merger, following the entry into the Supplemental Implementation Agreement, are set out in Schedule 2 herein.

The Implementation Agreement may be terminated if any Condition set out in: (i) paragraph (1), (2), (3), (8) or (9) of Schedule 2 has not been satisfied (or, where applicable, has not been waived in accordance with the Implementation Agreement) by 11.59 p.m. on 30 June 2022 (or such other date as the Parties may agree in writing) (the "Long-StopDate") and the non- satisfaction of such Condition is material in the context of the Merger; or (ii) paragraph (4), (5),

1. or (7) of Schedule 2 is not satisfied (or, where applicable, has not been waived in accordance with the Implementation Agreement) on the date falling on the business day immediately preceding the Effective Date (the "Relevant Date") and the non-satisfaction of such Condition is material in the context of the Merger, in each case, by the relevant Party or Parties having the right to terminate the Implementation Agreement for the non-satisfaction of such Condition.

Copies of the Supplemental Implementation Agreement will be made available for inspection during normal business hours at the offices of:

1. the MCT Manager at 10 Pasir Panjang Road, #13-01 Mapletree Business City, Singapore 1174383; and
2. the MNACT Manager at 10 Pasir Panjang Road, #13-01 Mapletree Business City, Singapore 1174384,

in each case, from the date hereof until (and including) the Effective Date.

2. CORRIGENDUM TO JOINT ANNOUNCEMENT

1. Ms Kwa Kim Li's Deemed Interest in MNACT Units. It has come to the MCT Manager's attention that Ms Kwa's deemed interest in MNACT Units as at the Joint Announcement Date should be 46,019 MNACT Units (representing 0.001% of the total number of MNACT Units) instead of 44,440 MNACT Units as stated in Part 1 of Schedule 5 of the Joint Announcement. The difference arises from the 1,579 MNACT Units which were issued and allotted on 24
   December 2021 to Ms Kwa's spouse pursuant to his election for MNACT Units under the MNACT Distribution Reinvestment Plan for the period from 1 April 2021 to 30 September 2021. Ms Kwa became aware of the deemed interest arising from said MNACT Units after the Joint Announcement Date.
2. Mr Edmund Cheng's Deemed Interest in MNACT Units. It has come to the MCT Manager's attention that Mr Cheng's deemed interest in MNACT Units as at the Joint Announcement Date should be 6,529,042 MNACT Units (representing 0.18% of the total number of MNACT Units) instead of 6,257,967 MNACT Units as stated in Part 1 of Schedule 5 of the Joint Announcement. The difference arises from the 114,066 MNACT Units which were issued and allotted on 28 December 2020 under the MNACT Distribution Reinvestment Plan for the period from 1 April 2020 to 30 September 2020 and the 157,009 MNACT Units which were issued and allotted on 24 December 2021 under the MNACT Distribution Reinvestment Plan for the period from 1

1. Prior appointment with the MCT Manager is required. Please contact MCT Investor Relations (Tel: [phone]) during normal business hours.
2. Prior appointment with the MNACT Manager is required. Please contact MNACT Investor Relations (Tel: [phone]) during normal business hours.

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April 2021 to 30 September 2021. Mr Cheng became aware of the deemed interest arising from said MNACT Units after the Joint Announcement Date.

1. Pro Forma DPU Attributable to MNACT Unitholders for the Full Year Ended 31 March 2021 (FY20/21). The following corrections as shown in strikethroughs and insertions are to be made to the paragraphs immediately below the table in paragraph 7.1.2 the Joint Announcement (on page 27):
   "Assuming that the Merger had been completed on 1 April 20202021, the pro forma DPU attributable to MNACT Unitholders for the financial half-fullyear ended 30 September31 March2021 would have been 5.6713,14 Singapore cents. This is approximately 0.51 Singapore cents10 lower than the reported distribution of 6.175 Singapore cents which MNACT Unitholders would have received for the same period.
   The Scheme Consideration implies a premium of 8.49 to 18.07 Singapore cents15 over various trading periods in the last 12 months, which is significantly higher than the change in distribution for FY20/2122".
2. No Prescribed Occurrence Condition. As set out in paragraph 8.2 of the Joint Announcement, the Merger is subject to the satisfaction or waiver of certain conditions, including the following conditions:
3. 1. Between the date of the Implementation Agreement and up to the Relevant Date (both inclusive), there having been no MCT Prescribed Occurrence in relation to the MCT Group, other than as required or contemplated by the Implementation Agreement, the Merger, the MCT Acquisition or the Trust Scheme or save to the extent disclosed.
   2. Between the date of the Implementation Agreement and up to the Relevant Date (both inclusive), there having been no MNACT Prescribed Occurrence in relation to the MNACT Group, other than as required or contemplated by the Implementation Agreement, the Merger, the MCT Acquisition or the Trust Scheme or save to the extent disclosed.

The list of MCT Prescribed Occurrences in relation to the MCT Group was set out in Part 1 of Schedule 3 of the Joint Announcement and the list of MNACT Prescribed Occurrences in relation to the MNACT Group was set out in Part 2 of Schedule 3 of the Joint Announcement.

2.5 Corrections to Schedule 3 of the Joint Announcement. It has come to the attention of the MCT Manager and the MNACT Manager that, as a result of an inadvertent oversight, certain corrections are required to be made to (i) the MCT Prescribed Occurrences, including those set out in paragraphs 6, 8 and 15 of Part 1 of Schedule 3 of the Joint Announcement and (ii) the MNACT Prescribed Occurrences, including those set out in paragraphs 3, 6, 8 and 15 of Part 2 of Schedule 3 of the Joint Announcement. These corrections are to align Schedule 3 of the Joint Announcement with the Implementation Agreement.

The full list of prescribed occurrences in respect of the MCT Group and the MNACT Group (incorporating the above-mentioned corrections, as shown in strikethroughs and insertions in Schedule 3 of this Announcement) is set out in Schedule 3 of this Announcement. Schedule 3 of this Announcement shall supersede and replace Schedule 3 of the Joint Announcement in its entirety.

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3. RESPONSIBILITY STATEMENTS

1. MCT Manager
   The directors of the MCT Manager ("MCT Directors") (including those who may have delegated detailed supervision of this joint announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this joint announcement which relate to MCT and/or the MCT Manager (excluding those relating to MNACT and/or the MNACT Manager) are fair and accurate and that there are no other material facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading. The MCT Directors jointly and severally accept responsibility accordingly.
   Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source (including MNACT and/or the MNACT Manager), the sole responsibility of the MCT 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 joint announcement. The MCT Directors do not accept any responsibility for any information relating to MNACT and/or the MNACT Manager or any opinion expressed by MNACT and/or the MNACT Manager.
2. MNACT Manager
   The directors of the MNACT Manager ("MNACT Directors") (including those who may have delegated detailed supervision of this joint announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this joint announcement which relate to MNACT and/or the MNACT Manager (excluding those relating to MCT and/or the MCT Manager) are fair and accurate and that there are no other material facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading. The MNACT Directors jointly and severally accept responsibility accordingly.
   Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source (including MCT and/or the MCT Manager), the sole responsibility of the MNACT 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 joint announcement. The MNACT Directors do not accept any responsibility for any information relating to MCT and/or the MCT Manager or any opinion expressed by MCT and/or the MCT Manager.

By Order of the Board	By Order of the Board
MAPLETREE COMMERCIAL TRUST	MAPLETREE NORTH ASIA COMMERCIAL
MANAGEMENT LTD.	TRUST MANAGEMENT LTD.
(Company Registration No. 200708826C)	(Company Registration No. 201229323R)
As Manager of Mapletree Commercial Trust	As Manager of Mapletree North Asia Commercial Trust

28 January 2022

Any queries relating to this joint announcement, the Merger or the Trust Scheme should be directed to

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