scheme document this scheme document is ...scheme document in relation to the merger of capitaland...

669
(Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended)) SCHEME DOCUMENT DATED 4 SEPTEMBER 2020 THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. MANAGED BY CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED Deloitte & Touche Corporate Finance Pte Ltd Independent Financial Adviser to the CCT Independent Directors and to the CCT Trustee Sole Financial Adviser to the CCT Manager IF YOU ARE IN ANY DOUBT ABOUT THIS SCHEME DOCUMENT OR TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Scheme Document. In line with the current COVID-19 restriction orders in Singapore, no printed copies of the Scheme Document will be despatched to CCT Unitholders. Instead, only printed copies of the notice of the EGM, the notice of the Trust Scheme Meeting, the Proxy Form A (EGM) and the Proxy Form B (Trust Scheme Meeting) will be despatched to CCT Unitholders. (A) EXTRAORDINARY GENERAL MEETING (“EGM”) (B) TRUST SCHEME MEETING (1) The CCT Trust Deed Amendments The Merger of CCT and CMT by way of a trust scheme of arrangement IMPORTANT DATES AND TIMES IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form A (EGM) Sunday, 27 September 2020 at 2.00 p.m. Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting) Sunday, 27 September 2020 at 2.30 p.m. Date and time of EGM Tuesday, 29 September 2020 at 2.00 p.m. Date and time of Trust Scheme Meeting Tuesday, 29 September 2020 at 2.30 p.m. (or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM) Scheme Document in relation to the Merger of CapitaLand Commercial Trust and CapitaLand Mall Trust by way of a trust scheme of arrangement Your Vote Counts. Please give your voting instructions via proxy form. A Transformative Merger of Equals The EGM and Trust Scheme Meeting will be held by way of electronic means (2) (1) The Trust Scheme Meeting will only be convened if the CCT Trust Deed Amendments Resolution is passed at the EGM. CCT Unitholders are encouraged to vote by proxy at both the EGM and the Trust Scheme Meeting. (2) Due to the current COVID-19 restriction orders in Singapore, a CCT Unitholder will not be able to attend the EGM and/or the Trust Scheme Meeting in person. Instead, alternative arrangements have been put in place to allow CCT Unitholders to participate in the EGM and/or the Trust Scheme Meeting. CCT Unitholders should refer to the CCT Manager’s announcement dated 4 September 2020 in relation to such arrangements, which is available on the SGXNET and CCT’s website, for further information. Accretion DPU accretive Leadership Best-in-class portfolio Growth Greater optionality Resilience Enhanced stability

Upload: others

Post on 26-Sep-2020

6 views

Category:

Documents


0 download

TRANSCRIPT

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

    SCHEME DOCUMENT DATED 4 SEPTEMBER 2020

    THIS SCHEME DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

    MANAGED BY CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED

    Deloitte & Touche Corporate Finance Pte Ltd

    Independent Financial Adviser to the CCT Independent Directors and to the CCT Trustee

    Sole Financial Adviser to the CCT Manager

    IF YOU ARE IN ANY DOUBT ABOUT THIS SCHEME DOCUMENT OR TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Scheme Document.In line with the current COVID-19 restriction orders in Singapore, no printed copies of the Scheme Document will be despatched to CCT Unitholders. Instead, only printed copies of the notice of the EGM, the notice of the Trust Scheme Meeting, the Proxy Form A (EGM) and the Proxy Form B (Trust Scheme Meeting) will be despatched to CCT Unitholders.

    (A) EXTRAORDINARY GENERAL MEETING (“EGM”) (B) TRUST SCHEME MEETING(1)

    The CCT Trust Deed Amendments

    The Merger of CCT and CMT by way of a trust scheme of arrangement

    IMPORTANT DATES AND TIMES IMPORTANT DATES AND TIMESLast date and time for lodgement of Proxy Form A (EGM)

    Sunday, 27 September 2020 at 2.00 p.m.

    Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting)

    Sunday, 27 September 2020 at 2.30 p.m.

    Date and time of EGM

    Tuesday, 29 September 2020 at 2.00 p.m.

    Date and time of Trust Scheme Meeting

    Tuesday, 29 September 2020 at 2.30 p.m. (or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM)

    Scheme Document in relation to the Merger of CapitaLand Commercial Trust and CapitaLand Mall Trust by way of a trust scheme of arrangement

    Your Vote Counts. Please give your voting instructions via proxy form.

    A Transformative Merger of Equals

    The EGM and Trust Scheme Meeting will be held by way of electronic means(2)

    (1) The Trust Scheme Meeting will only be convened if the CCT Trust Deed Amendments Resolution is passed at the EGM. CCT Unitholders are encouraged to vote by proxy at both the EGM and the Trust Scheme Meeting.

    (2) Due to the current COVID-19 restriction orders in Singapore, a CCT Unitholder will not be able to attend the EGM and/or the Trust Scheme Meeting in person. Instead, alternative arrangements have been put in place to allow CCT Unitholders to participate in the EGM and/or the Trust Scheme Meeting. CCT Unitholders should refer to the CCT Manager’s announcement dated 4 September 2020 in relation to such arrangements, which is available on the SGXNET and CCT’s website, for further information.

    AccretionDPU accretive

    LeadershipBest-in-class portfolio

    GrowthGreater optionality

    ResilienceEnhanced stability

  • All capitalised terms in this section shall, if not otherwise defined, have the same meanings as ascribed to them in this Scheme Document.

    The Merger is to be effected through the acquisition by CMT of all the CCT Units held by CCT Unitholders by way of the Trust Scheme. CCT Unitholders and CMT Unitholders will continue to receive CCT Permitted Distributions and CMT Permitted Distributions respectively, up to the day immediately before the Effective Date.

    (1) Based on an issue price of S$2.59 per new CMT Unit (each, a “Consideration Unit”), which is the closing price of a CMT Unit on the SGX-ST on 21 January 2020 (being the last trading day immediately prior to the Joint Announcement Date), the Cash Consideration is S$0.2590 and the Scheme Consideration is S$2.1238. The issue price of S$2.59 of each Consideration Unit may not be equivalent to the market price of, nor reflective of the fair value of, the Consideration Units as at the Effective Date and/or the date of settlement of the Scheme Consideration.

    0.720new CMT Units

    per CCT Unit

    S$0.2590in cash

    per CCT Unit

    Singapore retail and office sectors continue to evolve and

    remain relevant

    Trend towards decentralisation, mixed-use precincts and integrated developments

    expected to accelerate post-COVID-19

    The Merger rationale remains valid and has been reinforced by the impact of COVID-19

    Rationale for the Merger

    Scheme Consideration(1)

    Singaporeretail and office

    landscape

    Singapore shopping mall culture will continue to remain deeply entrenched

    Decentralising commercial activities to promote the work-live-play lifestyle in identified growth clusters

    Steady recovery in shopper traffic and retail sales

    Singapore CBD will continue to play a central role in the future of office

    Companies may adopt a hybrid of alternative workspace solutions

    Critical to provide differentiation in services, amenities,

    technology and offerings

    Singapore retail real estate remains essential amidst evolving customer preferences

    Singapore office is here to stay as workspace solutions evolve

    A MERGER OF EQUALS: A PROACTIVE RESPONSE TO THE CHANGING SINGAPORE REAL ESTATE LANDSCAPE

  • CREATING ONE OF THE LARGEST REITS IN ASIA PACIFIC AND THE LARGEST IN SINGAPORE

    MERGED ENTITY WILL BENEFIT FROM POTENTIAL SYNERGIES

    Best-in-class portfolio supported by a stronger and more efficient platform LEADERSHIP

    Source: Bloomberg as at 30 June 2020. Assumes SGD/JPY of 77.448, SGD/AUD of 1.039, SGD/HKD of 5.562.(2) As at 30 June 2020.(3) Illustrative market capitalisation of the Merged Entity calculated as the sum of:

    (i) the market capitalisation of CMT of S$7.2 billion as at 30 June 2020; and(ii) the portion of the Scheme Consideration for all CCT Units to be satisfied by the issuance of 0.720 new CMT Units for each CCT Unit (based on the closing price of

    a CMT Unit as at 30 June 2020).

    S-REITs Other APAC REITs

    Link REIT

    23.4

    12.7(3) 11.5 11.2 10.8 10.4 9.9 9.7 8.2 8.0 7.9 7.8 7.6 7.4 7.2 7.2 6.5

    Merged Entity

    Scentre Group

    DexusAscendas REIT

    Nippon Building

    Fund

    Japan Real Estate Investment

    Corp

    Mirvac GLP-J REIT

    Nippon Prologis

    REIT

    Nomura Real Estate

    Master Fund

    GPT Group

    Mapletree Logistics

    Trust

    CMT Daiwa House REIT Investment Corporation

    CCTStockland Corp

    CCT Best-in-class Singapore office REIT(1) CMT Best-in-class Singapore retail REIT(1) Dominant footprint of 8 prime quality offices in Singapore CBD

    Balanced portfolio of 15 downtown and suburban malls

    Largest Grade A Singapore CBD portfolio with occupancy consistently above market

    Market-leading scale and consistently high portfolio occupancy

    Diverse tenant mix with well spread lease expiry profile

    Excellent connectivity to major transport hubs

    GRESB 2019 4-star GRESB 2019 – Sector Leader in Asia, “Retail-Listed”COMMITTED TO SUSTAINABILITY

    RETAILOFFICE

    INTEGRATED DEVELOPMENTS

    TAMPINES MALLCAPITAGREENRAFFLES CITY SINGAPORE

    (1) Please refer to Paragraph 2.5 (a)(i) of the Letter to CCT Unitholders in this Scheme Document for more details.

    Top REITs in APAC by market capitalisation(2)(S$bn)

    • Extension of e-commerce fulfilment points beyond shopping malls to office buildings

    • Leverage the combined broader leasing network for more effective tenant negotiations and sourcing for high-quality tenants

    Cross-selling opportunities

    • Enlarged and unified digital platform catering to both the retail and office portfolios, e.g. integration of CapitaStar@Work(4) and CapitaStar Programme(5)

    • Enhance analytics capability, generate higher quality consumer insights and enable more informed, data-driven decision making

    Enhanced digital platform and data analytics

    • Economies of scale through bulk procurement, supply chain optimisation and elimination of frictional costs

    Cost optimisation

    • Potential for higher trading liquidity, positive re-rating and more competitive cost of capital

    A STRONGER PLATFORM ENCAPSULATING CCT’S AND CMT’S BEST-IN-CLASS ATTRIBUTES1

    2

    3

    (4) CapitaStar@Work is an office amenities and employee engagement digital application.(5) CapitaStar Programme is a retail lifestyle digital application.

    Key Benefits of the Merger

  • Enhanced resilience and stability through market cycles RESILIENCE

    GREATER STABILITY THROUGH CYCLES DUE TO A MORE BALANCED PORTFOLIO1

    REDUCED ASSET CONCENTRATION RISK2

    INCREASED FLEXIBILITY TO UNDERTAKE PORTFOLIO REJUVENATION AND REDEVELOPMENT3

    (1) For CCT, integrated developments include Raffles City Singapore (60.0% interest) and CapitaSpring (45.0% interest) which is currently undergoing redevelopment. For the Merged Entity, integrated developments include Raffles City Singapore (100.0% interest), Plaza Singapura, The Atrium@Orchard, Funan and CapitaSpring (45.0% interest) which is currently undergoing redevelopment.

    (2) Based on the NPI of the CCT Group for LTM June 2020 or the combined NPI of the CCT Group and the CMT Group (as the case may be) for LTM June 2020, including pro rata contribution from joint ventures, and Bugis Village up to 31 March 2020 (which was the expiry date of CCT’s one-year lease with the State to manage Bugis Village).

    (3) Based on the valuation of all the properties of the CCT Group as at 30 June 2020 or the combined valuation of the CCT Group and the CMT Group as at 30 June 2020 (as the case may be), including proportionate interests of joint ventures’ valuation. The conversion rate used for the 30 June 2020 valuations was EUR 1 = S$1.544.

    • Well-balancedportfoliowithdiversifiedexposuretointegrateddevelopments,officeandretailCCT(1) Merged Entity(1)

    Integrated developments

    22%

    Integrated developments

    23%

    Office78%

    Office77%

    Retail37%

    Office33%

    Integrated developments

    30%

    Integrated developments

    29%Retail33%

    Office38%

    NPI(2)S$430m

    Property Value(3)

    S$10.9bn

    Property Value(3)

    S$22.4bn

    NPI(2)S$996m

    Top 5 assets’ NPI contribution to CCT: 82%

    Top 5 assets’ NPI contribution to Merged Entity: 43%

    (4) Based on the NPI of the CCT Group for LTM June 2020, including pro rata contribution from joint ventures, and Bugis Village up to 31 March 2020 (which was the expiry date of CCT’s one-year lease with the State to manage Bugis Village).

    (5) Based on the combined NPI of the CCT Group and the CMT Group for LTM June 2020, including pro rata contribution from joint ventures, and Bugis Village up to 31 March 2020 (which was the expiry date of CCT’s one-year lease with the State to manage Bugis Village).

    Others18%

    Others57%

    Top 5 assets82%

    Top 5 assets43%

    CCT NPIS$430m(4)

    Merged Entity NPIS$996m(5)

    • Illustrative NPI impact from upgrading of 21 Collyer Quay (6) Based on the NPI of the CCT Group for LTM June 2020, including pro rata contribution from joint ventures, and Bugis Village up to 31 March 2020 (which was the expiry date of CCT’s one-year lease with the State to manage Bugis Village). The Hongkong and Shanghai Banking Corporation’s lease at 21 Collyer Quay ended on 30 April 2020.

    (7) Based on the combined NPI of the CCT Group and the CMT Group for LTM June 2020, including pro rata contribution from joint ventures. For the CCT Group, NPI from Bugis Village was up to 31 March 2020 (which was the expiry date of CCT’s one-year lease with the State to manage Bugis Village). The Hongkong and Shanghai Banking Corporation’s lease at 21 Collyer Quay ended on 30 April 2020.

    95%

    CCT NPIS$430m(6)

    NPI impact from upgrading or redevelopment5%

    NPI impact from upgrading or redevelopment 2%

    98%

    Merged Entity NPIS$996m(7)

    KeyBenefitsoftheMerger

  • • Increased development headroom(1) (S$bn)

    +15% limit(2)+10% limit1.2

    1.7

    11.6

    CCT Merged Entity

    23.4

    2.3

    3.5 +15% limit(2)

    +10% limit

    +15% limit(2)+10% limit1.2

    1.8

    11.8

    CMT

    (1) Headroom calculated based on percentage ofthedepositedpropertyoftheCCTGroup,theCMTGroupandtheMergedEntityrespectively, with the deposited property of the Merged Entity based on the aggregate depositedpropertyoftheCCTGroupandtheCMTGroup.

    (2) The increased 15.0% headroom for development is subject to the approval of theCCTUnitholders,theCMTUnitholders,or the unitholders of the Merged Entity (as the case may be) and must be utilised solelyfortheredevelopmentofanexistingproperty that has been held by the property fund for at least three years and which the property fund will continue to hold for at least three years after the completion of the redevelopment in accordance with thePropertyFundsAppendix.

    S$5.8bnup to

    Greater optionality for growth with broader focus and larger capacity for investment GROWTH

    FUNAN • Transformation into an aspirational lifestyle destination

    CAPITASPRING • Incorporating ‘future of work’ features and redefining work, live and play experiences

    BEFORE~482,000 sq ftGross floor area

    100%Retail

    BEFOREAFTER~889,000 sq ftGross floor area

    57%Retail

    29%Office

    14%Co-living

    AFTER~127,000 sq ftGross floor area

    28%Office

    50%Carpark and ancillary retail

    22%Food centre

    ~1,005,000 sq ftGross floor area

    2%Retail

    80%Office

    14%Serviced residence

    4%Food centre

    Note:PercentagefiguresshowthebreakdownoftotalgrossfloorareabythedifferentcomponentswithinFunanandCapitaSpring.

    Key Benefits of the Merger

    LEVERAGING ON COMBINED DOMAIN EXPERTISE TO CAPITALISE ON OVERARCHING TREND TOWARDS MIXED-USE PRECINCTS AND INTEGRATED DEVELOPMENTS1

    ASSETS STRATEGICALLY LOCATED IN IDENTIFIED GROWTH CLUSTERS ACROSS SINGAPORE 2

    HIGHER HEADROOM PROVIDES MORE FLEXIBILITY AND ROOM TO EVOLVE3

    Jurong Lake District

    Tampines Regional Centre

    CentralArea

    • CapitalTower• Plaza Singapura• The Atrium@Orchard

    • IMM Building• JCube• Westgate

    • Junction 8

    Bishan Sub-RegionalCentre

    • Extensive island-wide footprint near key transport nodes to capitalise on evolving trends

  • DPU accretive to CCT UnitholdersACCRETION

    • CCT Unitholders may receive odd lots(2) of new CMT Units as part of the consideration for their CCT Units.

    • CCT Manager will facilitate the trading of odd lots:

    CCT Unitholders should note that notwithstanding the above arrangement, holders of CMT Units will be required to continue to bear clearing fees and other regular trading fees imposed by the SGX-ST (including any goods and services tax relating to such fees), which shall be based on customary rates imposed from time to time. Please refer to Paragraph 14 of the Letter to CCT Unitholders in this Scheme Document for further details.

    Indicative dates from 28 October 2020 to 11 December 2020

    Each CCT Unitholder can trade up to 99 CMT Units per day

    3 brokers to facilitate Odd Lots Trades

    No brokerage fees for Odd Lots Trades during the Applicable Period

    (2)Oddlotsshallmeananaggregateof99orlessCMTUnits.

    • LTM June 2020 – Pro forma DPU accretion

    (Singapore cents)

    CCT Merged Entity(1)

    8.02 8.63

    +7.6%accretion

    (1)PleaserefertoParagraph5.2oftheLettertoCCTUnitholders in this Scheme Document for the bases and assumptions used in preparing the pro forma DPU for LTM June 2020.

    Key Benefits of the Merger

    Value Creation Strategy of the Merged Entity

    Odd Lots Trading Arrangement

    Growth by acquisitions

    Disciplined portfolio reconstitution

    Asset enhancement initiatives and redevelopment

    Prudent cost and capital management

    ESG commitment

    Active management to drive organic growth

    LeadershipResilience

    Growth

    Merged Entity

    Notes: The pro forma DPU accretion percentage is computedbasedonactualfiguresandnotbasedonfiguresthatweresubjecttorounding(asshowninthe diagram to the left).

  • Work, Live, Play elements incorporated in the URA Master Plan 2019

    JURONG LAKE DISTRICT

    JURONG EAST

    CHOA CHU KANG

    DHOBY GHAUT

    CLARKE QUAY BUGIS

    RAFFLES PLACE

    MARINA BAY

    CITY HALL

    TANJONG PAGAR

    BOON LAY

    TELOKAYER

    SHENTONWAY

    BUKIT PANJANG

    BISHAN

    9

    8

    6

    3

    4

    2

    1

    4 5

    3

    1

    2

    5

    6

    11

    4

    7

    BEDOK

    TAMPINES1

    10

    35

    2

    TAMPINES REGIONAL

    CENTRE

    BISHANSUB-REGIONAL

    CENTRE

    CENTRAL AREA

    EAST WEST LINE

    NORTH SOUTH LINE

    NORTH EAST LINE

    CIRCLE LINE

    FUTURE CIRCLE LINE

    DOWNTOWN LINE

    LIGHT RAIL TRANSIT LINE

    THOMSON–EAST COAST REGION LINE

    FUTURE THOMSON–EAST COAST REGION LINE

    FUTURE JURONG REGION LINE

    DOWNTOWN

    Integrated Developments

    1 CAPITASPRING (under development)2 FUNAN3 RAFFLES CITY SINGAPORE

    4 PLAZA SINGAPURA5 THE ATRIUM@ORCHARD

    Office

    1 ASIA SQUARE TOWER 22 CAPITAGREEN

    3 CAPITAL TOWER

    4 ONE GEORGE STREET

    5 SIX BATTERY ROAD

    6 21 COLLYER QUAY

    Retail

    1 BEDOK MALL2 BUGIS+

    3 BUGIS JUNCTION

    4 BUKIT PANJANG PLAZA

    5 CLARKE QUAY

    6 IMM BUILDING

    7 JCUBE8 JUNCTION 8

    9 LOT ONE SHOPPERS’ MALL

    10 TAMPINES MALL

    11 WESTGATE

    Please refer to inside back cover of this Scheme Document for photos of the properties.

    (1) TheMergedEntitywillown100.0%ofRafflesCitySingapore.

    (2) Based on the total NLA (100.0% interest) including retail,officeandwarehouse;andexcludinghotels&conventioncentreandCapitaSpringasat30 June 2020.

    (3) S$22.4 billion portfolio property value based on desktop valuation, including proportionate interests of joint ventures, as at 30 June 2020. The conversion rate used for the 30 June 2020 valuations was EUR1 = S$1.544.

    (4) BasedonthecombinedNPIoftheCCTGroupandtheCMTGroupforLTMJune2020,includingpro rata contribution from joint ventures, and Bugis Villageupto31March2020(whichwastheexpirydateofCCT’sone-yearleasewiththeStatetomanage Bugis Village).

    (5) Based on the combined committed NLA of the CCTGroup,theCMTGroup(retailonly)andproportionate interests of joint ventures as at 30 June 2020.

    (6) IntegrateddevelopmentsincludeRafflesCitySingapore, Plaza Singapura, The Atrium@Orchard, FunanandCapitaSpring.

    Singapore96%

    Germany4%

    Portfolio property

    value(3) by geography

    Predominantly Singapore-focused

    Balanced portfolio, offering greater stability through cycles

    96.3%CommittedOccupancy(5)

    S$22.4bnPortfolio Property Value(3)

    ~3,300Tenants

    10.4m sq ftNet Lettable Area(2)

    S$1.0bnNet Property Income(4)

    24Properties(1)

    For more details, please refer to pages 36 to 37 of this Scheme Document.

    Central Area (Orchard Road)

    ExpectedtobetransformedintoSingapore’slifestyle destination with innovative and uniquenon-retailofferings

    Central Business District

    Expectedtobetransformedintoamixed-useprecinctwithwork-live-playelementsandgreen spaces

    Jurong Lake District

    Expectedtobecomealarge,mixed-usebusinessdistrictwithalive-inpopulation

    Bishan Sub-Regional Centre

    Up-and-comingemploymentnodewithcommunity facilities and commercial developments

    EXTENSIVE ISLAND-WIDE FOOTPRINT NEAR KEY TRANSPORT NODES TO CAPTURE EVOLVING DEMAND

    Merged Entity: Proxy for Singapore Commercial Real Estate

    Integrated developments(6)29%

    Office38%

    Retail33%

    Portfolio property value(3) by

    asset class

  • What is the opinion of the CCT IFA and what are the recommendations of the CCT Directors and the CCT Independent Directors?

    Recommendation of the CCT Directors on the CCT Trust Deed Amendments Resolution

    Having regard to the above and the rationale for the CCT Trust Deed Amendments as set out in Paragraph 3, the CCT Directors are of the opinion that the CCT Trust Deed Amendments would be beneficial to, and be in the interests of CCT.Accordingly, the CCT Directors recommend that CCT Unitholders VOTE IN FAVOUR of the CCT Trust Deed Amendments Resolution at the Extraordinary General Meeting.

    CCT Directors

    Opinion of the CCT IFA on the Trust Scheme Resolution

    Based on our analysis and after having considered carefully the information available to us as at the Latest Practicable Date, we are of the opinion that the financial terms of the Trust Scheme are fair and reasonable. Accordingly, we advise the CCT Independent Directors to recommend that the CCT Unitholders vote in favour of the Trust Scheme Resolution.

    Deloitte & Touche Corporate Finance Pte Ltd CCT IFA

    Recommendation of the CCT Independent Directors on the Trust Scheme Resolution

    Further, the CCT Independent Directors, having considered carefully the terms of the Trust Scheme, the advice given by the CCT IFA in the CCT IFA Letter and having taken into account the various factors set out in the CCT IFA Letter (an extract of which is set out in Paragraph 20.2 above), including the CCT 805 Auditors Opinion, recommend that CCT Unitholders VOTE IN FAVOUR of the Trust Scheme Resolution at the Trust Scheme Meeting.

    CCT Independent Directors

    IT IS IMPORTANT THAT YOU READ THE ABOVE EXTRACTS TOGETHER WITH AND IN THE CONTEXT OF THE LETTER TO CCT UNITHOLDERS AND THE CCT IFA LETTER, WHICH CAN BE FOUND ON PAGES 23 TO 102 AND APPENDIX A OF THIS SCHEME DOCUMENT RESPECTIVELY. YOU ARE ADVISED AGAINST RELYING SOLELY ON THESE EXTRACTS, WHICH ARE ONLY MEANT TO DRAW ATTENTION TO THE OPINION OF THE CCT IFA AND RECOMMENDATIONS OF THE CCT DIRECTORS AND THE CCT INDEPENDENT DIRECTORS.

  • iii

    What is required for the Merger to be approved? How do I vote on the CCT Trust Deed Amendments Resolution?

    IMPORTANT DATES AND TIMES

    Sunday, 27 September 2020 at 2.00 p.m.Last date and time for lodgement of Proxy Form A (EGM)

    Tuesday, 29 September 2020 at 2.00 p.m.Date and time of EGM

    Approval thresholdAt least 75% in value of the total number of CCT Units held by CCT Unitholders present and voting by proxy(1)

    EGMA

    RESOLUTION

    The CCT Trust Deed Amendments

    The CCT Manager will �rst seek the approval of CCT Unitholders for the CCT Trust Deed Amendments at the EGM to be convened and held by way of electronic means, as follows:

    Subject to the passing of the CCT Trust Deed Amendments Resolution at the EGM, the CCT Manager will seek the approval of CCT Unitholders for the merger of CCT and CMT by way of a trust scheme of arrangement at the Trust Scheme Meeting to be convened and held by way of electronic means after the EGM, as follows:

    TRUST SCHEME MEETING(2)B

    Approval thresholdMore than 50% approval by headcount representing at least 75% in value of the total number of CCT Units held by CCT Unitholders present and voting by proxy(1)(4)

    RESOLUTIONThe Merger of CCT and CMT by way of the Trust Scheme

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting)

    Date and time of Trust Scheme Meeting Tuesday, 29 September 2020 at 2.30 p.m.(3)

    Sunday, 27 September 2020 at 2.30 p.m.

    Your Vote Counts.

    Outcome 1: Outcome 2:

    AND

    Receive Notice of EGM and ProxyForm A (EGM)

    Two possible outcomes of the EGM

    CCT Unitholders vote FOR the CCT Trust Deed Amendments ResolutionThe CCT Trust Deed will be amended to re�ect the CCT Trust Deed Amendments.

    CCT Unitholders vote AGAINST the CCT Trust Deed Amendments ResolutionThere will be no amendments to the CCT Trust Deed.The Trust Scheme Meeting will not be convened.

    Vote

    PRE-REGISTER for the EGM by

    Saturday, 26 September 2020, 2.00 p.m.at

    https://cct.listedcompany.com/agm_egm.html

    VOTE on the CCT Trust Deed

    Amendments Resolution by submitting Proxy Form A (EGM)

    via email or by post by Sunday, 27 September 2020, 2.00 p.m.

    The Trust Scheme Meeting to seek the approval of CCT Unitholders for the Trust Scheme Resolution will be convened and held by way of electronic means.

    EGM to be heldby way of electronic means:

    Tuesday, 29 September 2020,at 2.00 p.m.

    The EGM and the Trust Scheme Meeting are two different meetings of CCT Unitholders to be held by way of electronic means on the same day. CCT Unitholders are encouraged to vote by proxy at both the EGM and the Trust Scheme Meeting.Each meeting has a separate proxy form, with different instructions and different approval thresholds. If you wish to vote by proxy at both the EGM and the Trust Scheme Meeting, you are required to submit both proxy forms.It is important that you read the instructions set out in both proxy forms carefully.

    (1) Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM and/or the Trust Scheme Meeting in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM or the Trust Scheme Meeting, he/she/it must appoint the Chairman of the EGM or the Trust Scheme Meeting (as the case may be) as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM or the Trust Scheme Meeting (as the case may be).

    (2) The Trust Scheme Meeting will only be convened if the CCT Trust Deed Amendments Resolution is passed at the EGM.

    (3) Or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM.

    (4) The CMT Manager Concert Party Group and Common Substantial Unitholders (including CapitaLand Limited) will abstain from voting.

    https://cct.listedcompany.com/agm_egm.html

  • iii

    What is required for the Merger to be approved? How do I vote on the CCT Trust Deed Amendments Resolution?

    IMPORTANT DATES AND TIMES

    Sunday, 27 September 2020 at 2.00 p.m.Last date and time for lodgement of Proxy Form A (EGM)

    Tuesday, 29 September 2020 at 2.00 p.m.Date and time of EGM

    Approval thresholdAt least 75% in value of the total number of CCT Units held by CCT Unitholders present and voting by proxy(1)

    EGMA

    RESOLUTION

    The CCT Trust Deed Amendments

    The CCT Manager will �rst seek the approval of CCT Unitholders for the CCT Trust Deed Amendments at the EGM to be convened and held by way of electronic means, as follows:

    Subject to the passing of the CCT Trust Deed Amendments Resolution at the EGM, the CCT Manager will seek the approval of CCT Unitholders for the merger of CCT and CMT by way of a trust scheme of arrangement at the Trust Scheme Meeting to be convened and held by way of electronic means after the EGM, as follows:

    TRUST SCHEME MEETING(2)B

    Approval thresholdMore than 50% approval by headcount representing at least 75% in value of the total number of CCT Units held by CCT Unitholders present and voting by proxy(1)(4)

    RESOLUTIONThe Merger of CCT and CMT by way of the Trust Scheme

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting)

    Date and time of Trust Scheme Meeting Tuesday, 29 September 2020 at 2.30 p.m.(3)

    Sunday, 27 September 2020 at 2.30 p.m.

    Your Vote Counts.

    Outcome 1: Outcome 2:

    AND

    Receive Notice of EGM and ProxyForm A (EGM)

    Two possible outcomes of the EGM

    CCT Unitholders vote FOR the CCT Trust Deed Amendments ResolutionThe CCT Trust Deed will be amended to re�ect the CCT Trust Deed Amendments.

    CCT Unitholders vote AGAINST the CCT Trust Deed Amendments ResolutionThere will be no amendments to the CCT Trust Deed.The Trust Scheme Meeting will not be convened.

    Vote

    PRE-REGISTER for the EGM by

    Saturday, 26 September 2020, 2.00 p.m.at

    https://cct.listedcompany.com/agm_egm.html

    VOTE on the CCT Trust Deed

    Amendments Resolution by submitting Proxy Form A (EGM)

    via email or by post by Sunday, 27 September 2020, 2.00 p.m.

    The Trust Scheme Meeting to seek the approval of CCT Unitholders for the Trust Scheme Resolution will be convened and held by way of electronic means.

    EGM to be heldby way of electronic means:

    Tuesday, 29 September 2020,at 2.00 p.m.

    The EGM and the Trust Scheme Meeting are two different meetings of CCT Unitholders to be held by way of electronic means on the same day. CCT Unitholders are encouraged to vote by proxy at both the EGM and the Trust Scheme Meeting.Each meeting has a separate proxy form, with different instructions and different approval thresholds. If you wish to vote by proxy at both the EGM and the Trust Scheme Meeting, you are required to submit both proxy forms.It is important that you read the instructions set out in both proxy forms carefully.

    (1) Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM and/or the Trust Scheme Meeting in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM or the Trust Scheme Meeting, he/she/it must appoint the Chairman of the EGM or the Trust Scheme Meeting (as the case may be) as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM or the Trust Scheme Meeting (as the case may be).

    (2) The Trust Scheme Meeting will only be convened if the CCT Trust Deed Amendments Resolution is passed at the EGM.

    (3) Or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM.

    (4) The CMT Manager Concert Party Group and Common Substantial Unitholders (including CapitaLand Limited) will abstain from voting.

    https://cct.listedcompany.com/agm_egm.html

  • iviii

    IV

    III

    II

    I

    How do I vote on the CCT Trust Deed Amendments Resolution? How do I vote on the Trust Scheme Resolution?

    You are not able to attend the EGM in person due to the current COVID-19 restriction orders in Singapore. Please appoint the Chairman of the EGM to vote on your behalf at the EGM by completing the Proxy Form A (EGM).

    Boardroom Corporate & Advisory Services Pte. Ltd.50 Ra�es Place#32-01 Singapore Land TowerSingapore 048623Operating hours: Monday to Friday, 8.30 a.m. to 5.30 p.m.

    LOCATE PROXY FORM A (EGM) 1

    You would have received a printed copy of the Proxy Form A (EGM), which is also available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html. The form may also be obtained from CCT's Unit Registrar:

    COMPLETE PROXY FORM A (EGM)2

    .AI Fill in your name and particulars.

    .BII You must appoint the Chairman of the EGM as your proxy to attend, speak and vote on your behalf at the EGM if you wish to exercise your voting rights at the EGM.

    III If you wish to exercise all your votes “For”, “Against” or to “Abstain”, please indicate with a tick (√) within the relevant box provided. Alternatively, please indicate the number of votes as appropriate.

    IV If you are an individual, you or your attorney MUST SIGN and indicate the date. If you are a corporation, the proxy form must be executed under your common seal or under the hand of your duly authorised o�cer or attorney.

    .EV Indicate the number of CCT Units you hold.

    RETURN THE COMPLETED PROXY FORM A (EGM)

    If submitted electronically: Scan and send the completed and signed Proxy Form A (EGM) via email to CCT’s Unit Registrar at [email protected]

    3

    If submitted by post: Lodge the completed and signed Proxy Form A (EGM) at the oce of CCT’s Unit Registrar at 50 Raes Place, #32-01, Singapore Land Tower, Singapore 048623

    Outcome A: Outcome B:

    AND

    Two possible outcomes of theTrust Scheme Meeting

    Vote

    Your Vote Counts.

    CCT Unitholders vote FOR the Trust Scheme Resolution AND the Trust Scheme is approved by the Court

    You will receive S$0.259 in cash and 0.720 new CMT Units for every CCT Unit that you hold as at the Record Date.

    CCT Unitholders vote AGAINST the Trust Scheme Resolution OR the Trust Scheme is not approved by the Court

    You will NOT receive any payment of the Cash Consideration and the Consideration Units for your CCT Units.

    You will continue to be a CCT Unitholder. CCT will remain listed on the SGX-ST.

    Receive Notice of Trust Scheme

    Meeting and Proxy Form B (Trust

    Scheme Meeting)

    PRE-REGISTER for the Trust Scheme Meeting by

    Saturday, 26 September 2020, 2.00 p.m. at

    https://cct.listedcompany.com/agm_egm.html

    VOTE on the Trust Scheme Resolution by

    submitting Proxy Form B (Trust Scheme Meeting)

    via email or by post by Sunday, 27 September 2020, 2.30 p.m.

    Trust Scheme Meeting to be held by way of electronic means:

    Tuesday, 29 September 2020at 2.30 p.m.

    (or in the event that the EGM concludesbefore 2.30 p.m., as soon thereafter

    following the conclusion of the EGM)

    V

    CAPITALAND COMMERCIAL TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended)) PROXY FORM A (EGM)

    NOTE: This Proxy Form A (EGM) is available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CapitaLand Commercial Trust (“CCT”) at https://cct.listedcompany.com/agm_egm.html. Printed copies of this Proxy Form A (EGM) will also be sent to CCT Unitholders.

    Personal Data Privacy

    By submitting an instrument appointing the Chairman of the EGM as proxy, the CCT Unitholder accepts and agrees to the personal data privacy terms set out in the Notice of EGM dated 4 September 2020.

    IMPORTANT:

    1. The EGM (as defined below) is being convened, and will be held, by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.

    2. Alternative arrangements relating to attendance at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the EGM in advance of the EGM, addressing of substantial and relevant questions either before or at the EGM, and voting by appointing the Chairman of the EGM as proxy at the EGM, are set out in the Notice of EGM.

    3. Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM.

    4. This Proxy Form A (EGM) is not valid for use by CPFIS Investors / SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. If a CPFIS Investor or SRS Investor wishes to appoint the Chairman of the EGM as proxy, he/she should approach his/her respective CPF Agent Banks or SRS Agent Banks to submit his/her votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    5. All capitalised terms used in this Proxy Form A (EGM) which are not otherwise defined herein shall bear the same meanings ascribed to them in the scheme document dated 4 September 2020 issued by the CCT Manager to CCT Unitholders.

    6. Please read the notes overleaf which contain instructions on, inter alia, the appointment of the Chairman of the EGM as a CCT Unitholder’s proxy to attend, speak and vote on his/her/its behalf at the EGM.

    I/We, (Name), (NRIC/Passport/Company Registration Number)

    of (Address) being a unitholder/unitholders of CCT (“CCT Unitholder” or “CCT Unitholders”), hereby appoint the Chairman of the Extraordinary General Meeting (“EGM”) as my/our proxy to attend, speak and vote for me/us on my/our behalf at the EGM to be convened and held by way of electronic means on Tuesday, 29 September 2020 at 2.00 p.m. (Singapore Time), and at any adjournment thereof.

    I/We direct the Chairman of the EGM as my/our proxy to vote for or against, or to abstain from voting on, the CCT Trust Deed Amendments Resolution to be proposed at the EGM as indicated hereunder.

    No. Extraordinary Resolution For* Against* Abstain*

    1. To approve the CCT Trust Deed Amendments

    * Voting will be conducted by poll. If you wish the Chairman of the EGM as your proxy to cast all your votes “For” or “Against” the CCT Trust Deed Amendments Resolution, please indicate with a “√” in the space provided under “For” or “Against”. If you wish the Chairman of the EGM as your proxy to abstain from voting on the CCT Trust Deed Amendments Resolution, please indicate a “√” in the space provided under “Abstain”. Alternatively, please indicate the number of CCT Units that the Chairman of the EGM as your proxy is directed to vote “For” or “Against” or to abstain from voting. In the absence of specific directions in respect of the CCT Trust Deed Amendments Resolution, the appointment of the Chairman of the EGM as your proxy for the CCT Trust Deed Amendments Resolution will be treated as invalid.

    Dated this day of 2020 Total Number of CCT Units Held

    Signature(s) of CCT Unitholder(s)/Common Seal of Corporate CCT Unitholder

    IMPORTANT: PLEASE READ NOTES TO THIS PROXY FORM A (EGM) ON THE REVERSE PAGE

    Glu

    e a

    ll si

    de

    s fir

    mly

    . S

    tap

    ling

    an

    d s

    po

    t se

    alin

    g a

    re d

    isa

    llow

    ed

    .Glu

    e a

    ll side

    s firmly. S

    tap

    ling

    an

    d sp

    ot se

    alin

    g a

    re d

    isallo

    we

    d.

    The Proxy Form A (EGM) must reach CCT’s Unit Registrar NO LATER THAN Sunday, 27 September 2020 at 2.00 p.m., being 48 hours before the time fixed for the EGM.

    CPFIS Investors and SRS Investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks and SRS Agent Banks to submit their votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    NOTES TO PROXY FORM A (EGM):

    1. Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM. This Proxy Form A (EGM) is available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html.

    In appointing the Chairman of the EGM as proxy, a CCT Unitholder must give specific instructions as to voting, or abstention from voting, in respect of the CCT Trust Deed Amendments Resolution in this Proxy Form A (EGM), failing which the appointment of the Chairman of the EGM as proxy for the CCT Trust Deed Amendments Resolution will be treated as invalid.

    2. This Proxy Form A (EGM) is not valid for use by CPFIS Investors / SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. If a CPFIS Investor or SRS Investor wishes to appoint the Chairman of the EGM as proxy, he/she should approach his/her respective CPF Agent Banks or SRS Agent Banks to submit his/her votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    3. The Chairman of the EGM, as proxy, need not be a CCT Unitholder.

    4. A CCT Unitholder should insert the total number of CCT Units held. If the CCT Unitholder has CCT Units entered against the CCT Unitholder’s name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), that number of CCT Units should be inserted. If the CCT Unitholder has CCT Units registered in the CCT Unitholder’s name in the Register of CCT Unitholders, that number of CCT Units should be inserted. If the CCT Unitholder has CCT Units entered against or registered in the CCT Unitholder’s name in both the Depository Register and the Register of CCT Unitholders, the CCT Unitholder should insert the aggregate number of CCT Units. If no number of CCT Units is inserted, this Proxy Form A (EGM) will be deemed to relate to all the CCT Units held by the CCT Unitholder.

    5. This Proxy Form A (EGM) appointing the Chairman of the EGM as proxy must be submitted to CCT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., in the following manner:

    (a) if submitted electronically, be submitted via email to CCT’s Unit Registrar at [email protected]; or

    (b) if submitted by post, be lodged at the office of CCT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623,

    in either case, by 2.00 p.m. on Sunday, 27 September 2020, being 48 hours before the time fixed for the EGM.

    CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED(as manager of CapitaLand Commercial Trust)

    c/o Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place

    #32-01 Singapore Land Tower Singapore 048623

    Postage will be paid byaddressee.

    For posting inSingapore only.

    Second fold here

    Third fold here

    First fold (Glue all sides firmly. Stapling and spot sealing are disallowed.)

    A CCT Unitholder who wishes to submit this Proxy Form A (EGM) must complete and sign this Proxy Form A (EGM), before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

    In view of the COVID-19 restriction orders in Singapore and the related safe distancing measures which may make it difficult for CCT Unitholders to submit completed proxy forms by post, CCT Unitholders are strongly encouraged to submit completed proxy forms electronically via email.

    6. This Proxy Form A (EGM) must be executed under the hand of the appointor or his/her attorney duly authorised in writing. Where this Proxy Form A (EGM) is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

    7. Where this Proxy Form A (EGM) is signed by an attorney on behalf of the appointor, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must (failing previous registration with the CCT Manager), if this Proxy Form A (EGM) is submitted by post, be lodged with this Proxy Form A (EGM), or if this Proxy Form A (EGM) is submitted electronically via email, be emailed with this Proxy Form A (EGM), failing which this Proxy Form A (EGM) may be treated as invalid.

    8. Any reference to a time of day is made by reference to Singapore time.

    General

    The CCT Manager shall be entitled to reject any Proxy Form A (EGM) which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on and/or attached to this Proxy Form A (EGM) (including any related attachment). In addition, in the case of CCT Unitholders whose CCT Units are entered against their names in the Depository Register, the CCT Manager may reject any Proxy Form A (EGM) if the CCT Unitholder, being the appointor, is not shown to have CCT Units entered against the CCT Unitholder’s name in the Depository Register as at 48 hours before the time appointed for holding the EGM, as certified by CDP to the CCT Manager.

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICEPERMIT NO. 07718

    https://cct.listedcompany.com/agm_egm.htmlmailto: [email protected]

  • iviii

    IV

    III

    II

    I

    How do I vote on the CCT Trust Deed Amendments Resolution? How do I vote on the Trust Scheme Resolution?

    You are not able to attend the EGM in person due to the current COVID-19 restriction orders in Singapore. Please appoint the Chairman of the EGM to vote on your behalf at the EGM by completing the Proxy Form A (EGM).

    Boardroom Corporate & Advisory Services Pte. Ltd.50 Ra�es Place#32-01 Singapore Land TowerSingapore 048623Operating hours: Monday to Friday, 8.30 a.m. to 5.30 p.m.

    LOCATE PROXY FORM A (EGM) 1

    You would have received a printed copy of the Proxy Form A (EGM), which is also available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html. The form may also be obtained from CCT's Unit Registrar:

    COMPLETE PROXY FORM A (EGM)2

    .AI Fill in your name and particulars.

    .BII You must appoint the Chairman of the EGM as your proxy to attend, speak and vote on your behalf at the EGM if you wish to exercise your voting rights at the EGM.

    III If you wish to exercise all your votes “For”, “Against” or to “Abstain”, please indicate with a tick (√) within the relevant box provided. Alternatively, please indicate the number of votes as appropriate.

    IV If you are an individual, you or your attorney MUST SIGN and indicate the date. If you are a corporation, the proxy form must be executed under your common seal or under the hand of your duly authorised o�cer or attorney.

    .EV Indicate the number of CCT Units you hold.

    RETURN THE COMPLETED PROXY FORM A (EGM)

    If submitted electronically: Scan and send the completed and signed Proxy Form A (EGM) via email to CCT’s Unit Registrar at [email protected]

    3

    If submitted by post: Lodge the completed and signed Proxy Form A (EGM) at the oce of CCT’s Unit Registrar at 50 Raes Place, #32-01, Singapore Land Tower, Singapore 048623

    Outcome A: Outcome B:

    AND

    Two possible outcomes of theTrust Scheme Meeting

    Vote

    Your Vote Counts.

    CCT Unitholders vote FOR the Trust Scheme Resolution AND the Trust Scheme is approved by the Court

    You will receive S$0.259 in cash and 0.720 new CMT Units for every CCT Unit that you hold as at the Record Date.

    CCT Unitholders vote AGAINST the Trust Scheme Resolution OR the Trust Scheme is not approved by the Court

    You will NOT receive any payment of the Cash Consideration and the Consideration Units for your CCT Units.

    You will continue to be a CCT Unitholder. CCT will remain listed on the SGX-ST.

    Receive Notice of Trust Scheme

    Meeting and Proxy Form B (Trust

    Scheme Meeting)

    PRE-REGISTER for the Trust Scheme Meeting by

    Saturday, 26 September 2020, 2.00 p.m. at

    https://cct.listedcompany.com/agm_egm.html

    VOTE on the Trust Scheme Resolution by

    submitting Proxy Form B (Trust Scheme Meeting)

    via email or by post by Sunday, 27 September 2020, 2.30 p.m.

    Trust Scheme Meeting to be held by way of electronic means:

    Tuesday, 29 September 2020at 2.30 p.m.

    (or in the event that the EGM concludesbefore 2.30 p.m., as soon thereafter

    following the conclusion of the EGM)

    V

    CAPITALAND COMMERCIAL TRUST (Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended)) PROXY FORM A (EGM)

    NOTE: This Proxy Form A (EGM) is available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CapitaLand Commercial Trust (“CCT”) at https://cct.listedcompany.com/agm_egm.html. Printed copies of this Proxy Form A (EGM) will also be sent to CCT Unitholders.

    Personal Data Privacy

    By submitting an instrument appointing the Chairman of the EGM as proxy, the CCT Unitholder accepts and agrees to the personal data privacy terms set out in the Notice of EGM dated 4 September 2020.

    IMPORTANT:

    1. The EGM (as defined below) is being convened, and will be held, by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.

    2. Alternative arrangements relating to attendance at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the EGM in advance of the EGM, addressing of substantial and relevant questions either before or at the EGM, and voting by appointing the Chairman of the EGM as proxy at the EGM, are set out in the Notice of EGM.

    3. Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM.

    4. This Proxy Form A (EGM) is not valid for use by CPFIS Investors / SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. If a CPFIS Investor or SRS Investor wishes to appoint the Chairman of the EGM as proxy, he/she should approach his/her respective CPF Agent Banks or SRS Agent Banks to submit his/her votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    5. All capitalised terms used in this Proxy Form A (EGM) which are not otherwise defined herein shall bear the same meanings ascribed to them in the scheme document dated 4 September 2020 issued by the CCT Manager to CCT Unitholders.

    6. Please read the notes overleaf which contain instructions on, inter alia, the appointment of the Chairman of the EGM as a CCT Unitholder’s proxy to attend, speak and vote on his/her/its behalf at the EGM.

    I/We, (Name), (NRIC/Passport/Company Registration Number)

    of (Address) being a unitholder/unitholders of CCT (“CCT Unitholder” or “CCT Unitholders”), hereby appoint the Chairman of the Extraordinary General Meeting (“EGM”) as my/our proxy to attend, speak and vote for me/us on my/our behalf at the EGM to be convened and held by way of electronic means on Tuesday, 29 September 2020 at 2.00 p.m. (Singapore Time), and at any adjournment thereof.

    I/We direct the Chairman of the EGM as my/our proxy to vote for or against, or to abstain from voting on, the CCT Trust Deed Amendments Resolution to be proposed at the EGM as indicated hereunder.

    No. Extraordinary Resolution For* Against* Abstain*

    1. To approve the CCT Trust Deed Amendments

    * Voting will be conducted by poll. If you wish the Chairman of the EGM as your proxy to cast all your votes “For” or “Against” the CCT Trust Deed Amendments Resolution, please indicate with a “√” in the space provided under “For” or “Against”. If you wish the Chairman of the EGM as your proxy to abstain from voting on the CCT Trust Deed Amendments Resolution, please indicate a “√” in the space provided under “Abstain”. Alternatively, please indicate the number of CCT Units that the Chairman of the EGM as your proxy is directed to vote “For” or “Against” or to abstain from voting. In the absence of specific directions in respect of the CCT Trust Deed Amendments Resolution, the appointment of the Chairman of the EGM as your proxy for the CCT Trust Deed Amendments Resolution will be treated as invalid.

    Dated this day of 2020 Total Number of CCT Units Held

    Signature(s) of CCT Unitholder(s)/Common Seal of Corporate CCT Unitholder

    IMPORTANT: PLEASE READ NOTES TO THIS PROXY FORM A (EGM) ON THE REVERSE PAGE

    Glu

    e a

    ll si

    de

    s fir

    mly

    . S

    tap

    ling

    an

    d s

    po

    t se

    alin

    g a

    re d

    isa

    llow

    ed

    .Glu

    e a

    ll side

    s firmly. S

    tap

    ling

    an

    d sp

    ot se

    alin

    g a

    re d

    isallo

    we

    d.

    The Proxy Form A (EGM) must reach CCT’s Unit Registrar NO LATER THAN Sunday, 27 September 2020 at 2.00 p.m., being 48 hours before the time fixed for the EGM.

    CPFIS Investors and SRS Investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks and SRS Agent Banks to submit their votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    NOTES TO PROXY FORM A (EGM):

    1. Due to the current COVID-19 restriction orders in Singapore, CCT Unitholders will not be able to attend the EGM in person. If a CCT Unitholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM. This Proxy Form A (EGM) is available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html.

    In appointing the Chairman of the EGM as proxy, a CCT Unitholder must give specific instructions as to voting, or abstention from voting, in respect of the CCT Trust Deed Amendments Resolution in this Proxy Form A (EGM), failing which the appointment of the Chairman of the EGM as proxy for the CCT Trust Deed Amendments Resolution will be treated as invalid.

    2. This Proxy Form A (EGM) is not valid for use by CPFIS Investors / SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. If a CPFIS Investor or SRS Investor wishes to appoint the Chairman of the EGM as proxy, he/she should approach his/her respective CPF Agent Banks or SRS Agent Banks to submit his/her votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the EGM.

    3. The Chairman of the EGM, as proxy, need not be a CCT Unitholder.

    4. A CCT Unitholder should insert the total number of CCT Units held. If the CCT Unitholder has CCT Units entered against the CCT Unitholder’s name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), that number of CCT Units should be inserted. If the CCT Unitholder has CCT Units registered in the CCT Unitholder’s name in the Register of CCT Unitholders, that number of CCT Units should be inserted. If the CCT Unitholder has CCT Units entered against or registered in the CCT Unitholder’s name in both the Depository Register and the Register of CCT Unitholders, the CCT Unitholder should insert the aggregate number of CCT Units. If no number of CCT Units is inserted, this Proxy Form A (EGM) will be deemed to relate to all the CCT Units held by the CCT Unitholder.

    5. This Proxy Form A (EGM) appointing the Chairman of the EGM as proxy must be submitted to CCT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., in the following manner:

    (a) if submitted electronically, be submitted via email to CCT’s Unit Registrar at [email protected]; or

    (b) if submitted by post, be lodged at the office of CCT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623,

    in either case, by 2.00 p.m. on Sunday, 27 September 2020, being 48 hours before the time fixed for the EGM.

    CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED(as manager of CapitaLand Commercial Trust)

    c/o Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place

    #32-01 Singapore Land Tower Singapore 048623

    Postage will be paid byaddressee.

    For posting inSingapore only.

    Second fold here

    Third fold here

    First fold (Glue all sides firmly. Stapling and spot sealing are disallowed.)

    A CCT Unitholder who wishes to submit this Proxy Form A (EGM) must complete and sign this Proxy Form A (EGM), before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

    In view of the COVID-19 restriction orders in Singapore and the related safe distancing measures which may make it difficult for CCT Unitholders to submit completed proxy forms by post, CCT Unitholders are strongly encouraged to submit completed proxy forms electronically via email.

    6. This Proxy Form A (EGM) must be executed under the hand of the appointor or his/her attorney duly authorised in writing. Where this Proxy Form A (EGM) is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

    7. Where this Proxy Form A (EGM) is signed by an attorney on behalf of the appointor, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must (failing previous registration with the CCT Manager), if this Proxy Form A (EGM) is submitted by post, be lodged with this Proxy Form A (EGM), or if this Proxy Form A (EGM) is submitted electronically via email, be emailed with this Proxy Form A (EGM), failing which this Proxy Form A (EGM) may be treated as invalid.

    8. Any reference to a time of day is made by reference to Singapore time.

    General

    The CCT Manager shall be entitled to reject any Proxy Form A (EGM) which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on and/or attached to this Proxy Form A (EGM) (including any related attachment). In addition, in the case of CCT Unitholders whose CCT Units are entered against their names in the Depository Register, the CCT Manager may reject any Proxy Form A (EGM) if the CCT Unitholder, being the appointor, is not shown to have CCT Units entered against the CCT Unitholder’s name in the Depository Register as at 48 hours before the time appointed for holding the EGM, as certified by CDP to the CCT Manager.

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICEPERMIT NO. 07718

    https://cct.listedcompany.com/agm_egm.htmlmailto: [email protected]

  • viv

    VIV

    III

    II

    I

    How do I vote on the Trust Scheme Resolution? Important information

    You are not able to attend the Trust Scheme Meeting in person due to the current COVID-19 restriction orders in Singapore. Please appoint the Chairman of the Trust Scheme Meeting to vote on your behalf at the Trust Scheme Meeting by completing the Proxy Form B (Trust Scheme Meeting).

    How do I find out the number of CCT Units I own?

    Operating hours: Monday to Friday, 8.30 a.m. to 5.30 p.m.

    LOCATE PROXY FORM B (TRUST SCHEME MEETING)1

    You would have received a printed copy of the Proxy Form B (Trust Scheme Meeting), which is also available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html. The form may also be obtained from CCT's Unit Registrar:

    Boardroom Corporate & Advisory Services Pte. Ltd.50 Ra�es Place #32-01 Singapore Land Tower Singapore 048623

    COMPLETE PROXY FORM B (TRUST SCHEME MEETING)2

    .AI Fill in your name and particulars.

    .BII You must appoint the Chairman of the Trust Scheme Meeting as your proxy to attend, speak and vote on your behalf at the Trust Scheme Meeting if you wish to exercise your voting rights at the Trust Scheme Meeting.

    III Indicate your vote by ticking within the box labelled FOR, AGAINST or ABSTAIN. DO NOT TICK MORE THAN ONE BOX.

    IV If you are an individual, you or your attorney MUST SIGN and indicate the date. If you are a corporation, the proxy form must be executed under your common seal or under the hand of your duly authorised o�cer or attorney.

    .EV Indicate the number of CCT Units you hold.

    RETURN THE COMPLETED PROXY FORM B (TRUST SCHEME MEETING)3

    If submitted electronically: Scan and send the completed and signed Proxy Form B (Trust Scheme Meeting) via email to CCT's Unit Registrar at [email protected]

    If submitted by post: Lodge the completed and signed Proxy Form B (Trust Scheme Meeting) at the oce of CCT’s Unit Registrar at 50 Raes Place, #32-01, Singapore Land Tower, Singapore 048623

    1The Central Depository9 North Buona Vista Drive#01-19/20 The MetropolisSingapore 138588Telephone: +65 6535 7511Fax: +65 6535 0775

    Opening hoursMonday to Friday: 8.30 a.m. to 5.00 p.m.Saturday: 8.30 a.m. to 12.00 p.m. Closed on Sundays & Public Holidays

    2

    3

    You can check your CCT unitholdings with CDP through your online CDP account or by contacting them at:

    If you own CCT Units through a bank, broker or any other intermediaries, you can also check by contacting them directly.

    If you are a CPFIS Investor or SRS Investor, please consult your CPF Agent Bank or SRS Agent Bank for further information.

    The EGM and Trust Scheme Meeting will be held by way of electronic means

    (A) EGM

    The CCT Trust Deed Amendments

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form A (EGM)

    Sunday, 27 September 2020 at 2.00 p.m.

    Date and time of EGMTuesday, 29 September 2020 at 2.00 p.m.

    (B) TRUST SCHEME MEETING

    The Merger of CCT and CMT by way of the Trust Scheme

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting)

    Sunday, 27 September 2020 at 2.30 p.m.

    Date and time of Trust Scheme Meeting

    Tuesday, 29 September 2020 at 2.30 p.m.(1)

    (1) Or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM.

    Who to contact if you need help?

    CapitaLand Commercial Trust Management Limited

    Ms Ho Mei Peng, Head of Investor RelationsEmail: [email protected]: +65 6713 3668 or Main: +65 6713 2888

    Credit Suisse (Singapore) Limited

    Investment Banking & Capital MarketsTelephone: +65 6212 2000

    THE INFORMATION PRESENTED IN THIS SECTION IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT. IF THERE SHOULD BE ANY INCONSISTENCY OR CONFLICT BETWEEN THE INFORMATION CONTAINED IN THIS SECTION AND THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT, THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT SHALL PREVAIL. NOTHING IN THIS SECTION IS INTENDED TO BE, OR SHALL BE TAKEN AS, ADVICE, A RECOMMENDATION OR A SOLICITATION TO CCT UNITHOLDERS OR ANY OTHER PARTY.

    CCT UNITHOLDERS ARE ADVISED TO BE CAUTIOUS WHEN DEALING IN THEIR CCT UNITS AND NOT TO TAKE ANY ACTION IN RELATION TO THEIR CCT UNITS WHICH MAY NOT PROVE TO BE IN THEIR BEST INTERESTS.

    22

    PROXY FORM B (TRUST SCHEME MEETING)

    TRUST SCHEME OF ARRANGEMENT

    Between

    CapitaLand Commercial Trust Management Limited(in its capacity as manager of CapitaLand Commercial Trust)

    HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of CapitaLand Commercial Trust)

    And

    CCT Unitholders

    And

    CapitaLand Mall Trust Management Limited(in its capacity as manager of CapitaLand Mall Trust)

    HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of CapitaLand Mall Trust)

    I/We, (Name),

    (NRIC/Passport/Company Registration Number)

    of (Address)

    being a unitholder/unitholders of CCT (“CCT Unitholder” or “CCT Unitholders”), hereby appoint the Chairman of the Trust Scheme Meeting as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Trust Scheme Meeting to be convened and held by way of electronic means on Tuesday, 29 September 2020 at 2.30 p.m. (Singapore Time) (or in the event that the Extraordinary General Meeting concludes before 2.30 p.m., as soon thereafter following the conclusion of the Extraordinary General Meeting), and at any adjournment thereof.

    I/We direct the Chairman of the Trust Scheme Meeting as my/our proxy to vote for or against, or to abstain from voting on, the Trust Scheme Resolution to be proposed at the Trust Scheme Meeting as indicated hereunder.

    No. Resolution For* Against* Abstain*

    1. To approve the proposed Trust Scheme

    * If you wish the Chairman of the Trust Scheme Meeting as your proxy to vote “For” or “Against” the Trust Scheme Resolution, please indicate with a “√” in the space provided under “For” or “Against”. If you wish the Chairman of the Trust Scheme Meeting as your proxy to abstain from voting on the Trust Scheme Resolution, please indicate a “√” in the space provided under “Abstain”. In the absence of specific directions in respect of the Trust Scheme Resolution, the appointment of the Chairman of the Trust Scheme Meeting as your proxy for the Trust Scheme

    Resolution will be treated as invalid. DO NOT TICK MORE THAN ONE BOX.

    Dated this day of 2020 Total Number of CCT Units Held

    Signature(s) of CCT Unitholder(s)/Common Seal of Corporate CCT Unitholder

    IMPORTANT: PLEASE READ NOTES TO THIS PROXY FORM B (TRUST SCHEME MEETING) ON PAGE 3

    The Proxy Form B (Trust Scheme Meeting) must reach CCT’s Unit Registrar NO LATER THAN Sunday, 27 September 2020 at 2.30 p.m., being 48 hours before the time fixed for the Trust Scheme Meeting.

    CPFIS Investors and SRS Investors who wish to appoint the Chairman of the Trust Scheme Meeting as proxy should approach their respective CPF Agent Banks and SRS Agent Banks to submit their votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the Trust Scheme Meeting.

    NA

    ME

    AN

    D A

    DD

    RE

    SS

    OF

    SE

    ND

    ER

    :

    Na

    me

    :

    Ad

    dre

    ss

    :

    P

    ost

    al

    Co

    de

    : (

    )

    Postage will be paid by

    addressee.For posting in

    Singapore only.

    BUSINESS REPLY SERVICEPERMIT NO. 07718

    CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED(as manager of CapitaLand Commercial Trust)

    c/o Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place

    #32-01 Singapore Land TowerSingapore 048623

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICE

    mailto: [email protected]

  • viv

    VIV

    III

    II

    I

    How do I vote on the Trust Scheme Resolution? Important information

    You are not able to attend the Trust Scheme Meeting in person due to the current COVID-19 restriction orders in Singapore. Please appoint the Chairman of the Trust Scheme Meeting to vote on your behalf at the Trust Scheme Meeting by completing the Proxy Form B (Trust Scheme Meeting).

    How do I find out the number of CCT Units I own?

    Operating hours: Monday to Friday, 8.30 a.m. to 5.30 p.m.

    LOCATE PROXY FORM B (TRUST SCHEME MEETING)1

    You would have received a printed copy of the Proxy Form B (Trust Scheme Meeting), which is also available on the website of the SGX-ST at www.sgx.com/securities/company-announcements and on the website of CCT at https://cct.listedcompany.com/agm_egm.html. The form may also be obtained from CCT's Unit Registrar:

    Boardroom Corporate & Advisory Services Pte. Ltd.50 Ra�es Place #32-01 Singapore Land Tower Singapore 048623

    COMPLETE PROXY FORM B (TRUST SCHEME MEETING)2

    .AI Fill in your name and particulars.

    .BII You must appoint the Chairman of the Trust Scheme Meeting as your proxy to attend, speak and vote on your behalf at the Trust Scheme Meeting if you wish to exercise your voting rights at the Trust Scheme Meeting.

    III Indicate your vote by ticking within the box labelled FOR, AGAINST or ABSTAIN. DO NOT TICK MORE THAN ONE BOX.

    IV If you are an individual, you or your attorney MUST SIGN and indicate the date. If you are a corporation, the proxy form must be executed under your common seal or under the hand of your duly authorised o�cer or attorney.

    .EV Indicate the number of CCT Units you hold.

    RETURN THE COMPLETED PROXY FORM B (TRUST SCHEME MEETING)3

    If submitted electronically: Scan and send the completed and signed Proxy Form B (Trust Scheme Meeting) via email to CCT's Unit Registrar at [email protected]

    If submitted by post: Lodge the completed and signed Proxy Form B (Trust Scheme Meeting) at the oce of CCT’s Unit Registrar at 50 Raes Place, #32-01, Singapore Land Tower, Singapore 048623

    1The Central Depository9 North Buona Vista Drive#01-19/20 The MetropolisSingapore 138588Telephone: +65 6535 7511Fax: +65 6535 0775

    Opening hoursMonday to Friday: 8.30 a.m. to 5.00 p.m.Saturday: 8.30 a.m. to 12.00 p.m. Closed on Sundays & Public Holidays

    2

    3

    You can check your CCT unitholdings with CDP through your online CDP account or by contacting them at:

    If you own CCT Units through a bank, broker or any other intermediaries, you can also check by contacting them directly.

    If you are a CPFIS Investor or SRS Investor, please consult your CPF Agent Bank or SRS Agent Bank for further information.

    The EGM and Trust Scheme Meeting will be held by way of electronic means

    (A) EGM

    The CCT Trust Deed Amendments

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form A (EGM)

    Sunday, 27 September 2020 at 2.00 p.m.

    Date and time of EGMTuesday, 29 September 2020 at 2.00 p.m.

    (B) TRUST SCHEME MEETING

    The Merger of CCT and CMT by way of the Trust Scheme

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting)

    Sunday, 27 September 2020 at 2.30 p.m.

    Date and time of Trust Scheme Meeting

    Tuesday, 29 September 2020 at 2.30 p.m.(1)

    (1) Or in the event that the EGM concludes before 2.30 p.m., as soon thereafter following the conclusion of the EGM.

    Who to contact if you need help?

    CapitaLand Commercial Trust Management Limited

    Ms Ho Mei Peng, Head of Investor RelationsEmail: [email protected]: +65 6713 3668 or Main: +65 6713 2888

    Credit Suisse (Singapore) Limited

    Investment Banking & Capital MarketsTelephone: +65 6212 2000

    THE INFORMATION PRESENTED IN THIS SECTION IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT. IF THERE SHOULD BE ANY INCONSISTENCY OR CONFLICT BETWEEN THE INFORMATION CONTAINED IN THIS SECTION AND THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT, THE INFORMATION CONTAINED IN THE REST OF THIS SCHEME DOCUMENT SHALL PREVAIL. NOTHING IN THIS SECTION IS INTENDED TO BE, OR SHALL BE TAKEN AS, ADVICE, A RECOMMENDATION OR A SOLICITATION TO CCT UNITHOLDERS OR ANY OTHER PARTY.

    CCT UNITHOLDERS ARE ADVISED TO BE CAUTIOUS WHEN DEALING IN THEIR CCT UNITS AND NOT TO TAKE ANY ACTION IN RELATION TO THEIR CCT UNITS WHICH MAY NOT PROVE TO BE IN THEIR BEST INTERESTS.

    22

    PROXY FORM B (TRUST SCHEME MEETING)

    TRUST SCHEME OF ARRANGEMENT

    Between

    CapitaLand Commercial Trust Management Limited(in its capacity as manager of CapitaLand Commercial Trust)

    HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of CapitaLand Commercial Trust)

    And

    CCT Unitholders

    And

    CapitaLand Mall Trust Management Limited(in its capacity as manager of CapitaLand Mall Trust)

    HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of CapitaLand Mall Trust)

    I/We, (Name),

    (NRIC/Passport/Company Registration Number)

    of (Address)

    being a unitholder/unitholders of CCT (“CCT Unitholder” or “CCT Unitholders”), hereby appoint the Chairman of the Trust Scheme Meeting as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Trust Scheme Meeting to be convened and held by way of electronic means on Tuesday, 29 September 2020 at 2.30 p.m. (Singapore Time) (or in the event that the Extraordinary General Meeting concludes before 2.30 p.m., as soon thereafter following the conclusion of the Extraordinary General Meeting), and at any adjournment thereof.

    I/We direct the Chairman of the Trust Scheme Meeting as my/our proxy to vote for or against, or to abstain from voting on, the Trust Scheme Resolution to be proposed at the Trust Scheme Meeting as indicated hereunder.

    No. Resolution For* Against* Abstain*

    1. To approve the proposed Trust Scheme

    * If you wish the Chairman of the Trust Scheme Meeting as your proxy to vote “For” or “Against” the Trust Scheme Resolution, please indicate with a “√” in the space provided under “For” or “Against”. If you wish the Chairman of the Trust Scheme Meeting as your proxy to abstain from voting on the Trust Scheme Resolution, please indicate a “√” in the space provided under “Abstain”. In the absence of specific directions in respect of the Trust Scheme Resolution, the appointment of the Chairman of the Trust Scheme Meeting as your proxy for the Trust Scheme

    Resolution will be treated as invalid. DO NOT TICK MORE THAN ONE BOX.

    Dated this day of 2020 Total Number of CCT Units Held

    Signature(s) of CCT Unitholder(s)/Common Seal of Corporate CCT Unitholder

    IMPORTANT: PLEASE READ NOTES TO THIS PROXY FORM B (TRUST SCHEME MEETING) ON PAGE 3

    The Proxy Form B (Trust Scheme Meeting) must reach CCT’s Unit Registrar NO LATER THAN Sunday, 27 September 2020 at 2.30 p.m., being 48 hours before the time fixed for the Trust Scheme Meeting.

    CPFIS Investors and SRS Investors who wish to appoint the Chairman of the Trust Scheme Meeting as proxy should approach their respective CPF Agent Banks and SRS Agent Banks to submit their votes by 5.00 p.m. on Thursday, 17 September 2020, being 7 working days before the date of the Trust Scheme Meeting.

    NA

    ME

    AN

    D A

    DD

    RE

    SS

    OF

    SE

    ND

    ER

    :

    Na

    me

    :

    Ad

    dre

    ss

    :

    P

    ost

    al

    Co

    de

    : (

    )

    Postage will be paid by

    addressee.For posting in

    Singapore only.

    BUSINESS REPLY SERVICEPERMIT NO. 07718

    CAPITALAND COMMERCIAL TRUST MANAGEMENT LIMITED(as manager of CapitaLand Commercial Trust)

    c/o Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place

    #32-01 Singapore Land TowerSingapore 048623

    BUSINESS REPLY SERVICE

    BUSINESS REPLY SERVICE

    mailto: [email protected]

  • viiivii

    批准合并交易需要什么?

    重要日期和時間

    代理人委託書A(特別股東大會)提交截止日期和時間 2020年9月27日(星期日)下午2時

    特別股東大會日期和時間 2020年9月29日(星期二)下午2時

    批准門檻需要獲得至少持有價值為凱德商務產業信託的信託單位總數的75%的出席會議並通過委託代表投票的凱德商務產業信託單位持有人的批准(1)

    特別股東大會

    決議

    凱德商務產業信託的信託契約修訂方案

    凱德商務產業信託管理有限公司將首先在即將以虛擬形式召開及舉行的特別股東大會上 尋求凱德商務產業信託單位持有人對凱德商務產業信託的信託契約修訂方案的批准 特別股東大會的召開信息如下:

    A

    如果特別股東大會上批准了凱德商務產業信託的信託契約修訂決議 凱德商務產業信託管理有限公司將在隨後以虛擬形式召開及舉行的信託計劃會議上 尋求凱德商務產業信託單位持有人批准凱德商務產業信託(CCT)與凱德商用新加坡信託(CMT)以信託協議安排的方式進行合併 信託計劃會議的召開信息如下:

    信託計劃會議(2)

    批准門檻決議凱德商務產業信託(CCT)與凱德商用新加坡信託(CMT)以信託協議安排的方式合併

    重要日期和時間

    代理人委託書B(信託計劃會議)提交截止日期和時間

    信託計劃會議日期和時間 2020年9月29日(星期二)下午2時30分(3)

    2020年9月27日(星期日)下午2時30分

    需要獲得至少代表價值為凱德商務產業信託的信託單位總數的75%的過半數出席會議並通過委託代表投票的凱德商務產業信託單位持有人的批准(1)(4)

    B

    特別股東大會和信託計劃會議是為凱德商務產業信託單位持有人在同一天召開的兩个不同會議。凱德商務產業信託單位持有人應通過提交代理人委託書在特別股東大會和信託計劃會議上行使投票權利。

    兩个會議有不同的代理人委託書,有不同的說明和不同的批准門檻要求。如果您希望通過提交代理人委託書在特別股東大會和信託計劃會議上行使投票權利,您必須提交兩个会議的代理人委託書。

    請仔細閱讀兩份代理人委託書中列出的說明,這是非常重要的。

    我如何對凱德商務產業信託的信託契約修訂方案的決議進行投票?

    Vote

    請投下關鍵的一票

    收到特別股東大會通知書和代理人委託書A(特別股東大會)

    請在2020年9月26日(星期六)下午2時之前預先登記出席特別股東大會

    鏈接為: https://cct.listedcompany.com/agm_egm.html

    請在2020年9月27日(星期日)下午2時之前通過電郵或郵寄方式提交代理人委託書A(特別股東大會) 就凱德商業產物信託

    的信託契約修訂方案的決議進行投票

    特別股東大會將以虛擬形式進行:2020年9月29日 (星期二)下午2時

    特別股東大會可能出現的兩個結果

    凱德商務產業信託單位持有人投票贊成凱德商務產業信託的信託契約修訂方案的決議

    凱德商務產業信託的信託契約將被修訂以體現凱德商務產業信託的信託契約修訂方案

    將召開以虛擬形式進行的信託計劃會議 尋求凱德商務產業信託單位持有人批准信託協議安排決議

    結果 1:

    凱德商務產業信託的信託契約將不被修訂

    將不召開信託計劃會議

    結果 2:

    凱德商務產業信託單位持有人投票反對凱德商務產業信託的信託契約修訂方案的決議

    (1) 基於新加坡目前的2019冠狀病毒疾病(COVID-19)限制令,凱德商務產業信託單位持有人不能親自出席特別股東大會及信託計劃會議。若凱德商務產業信託單位持有人(無論是個人或公司)要在特別股東大會或者信託計劃會議上行使投票權利,該信託單位持有人必須委任特別股東大會或者信託計劃會議的主席(視情況而定)為代表以出席、發言和投票。

    (2) 在凱德商務產業信託的信託契約修訂決議在特別股東大會上被通過後,才能召開信託計劃會議。

    (3) 或者,若特別股東大會在下午2時30分之前已結束,則在特別股東大會結束後立即召開。

    (4) 凱德商用新加坡信託管理有限公司的一致行动人和凱德商用新加坡信託與凱德商務產業信託的主要共同信託單位持有人(包括凱德集團)將放棄投票權。

    https://cct.listedcompany.com/agm_egm.html

  • viiivii

    批准合并交易需要什么?

    重要日期和時間

    代理人委託書A(特別股東大會)提交截止日期和時間 2020年9月27日(星期日)下午2時

    特別股東大會日期和時間 2020年9月29日(星期二)下午2時

    批准門檻需要獲得至少持有價值為凱德商務產業信託的信託單位總數的75%的出席會議並通過委託代表投票的凱德商務產業信託單位持有人的批准(1)

    特別股東大會

    決議

    凱德商務產業信託的信託契約修訂方案

    凱德商務產業信託管理有限公司將首先在即將以虛擬形式召開及舉行的特別股東大會上 尋求凱德商務產業信託單位持有人對凱德商務產業信託的信託契約修訂方案的批准 特別股東大會的召開信息如下:

    A

    如果特別股東大會上批准了凱德商務產業信託的信託契約修訂決議 凱德商務產業信託管理有限公司將在隨後以虛擬形式召開及舉行的信託計劃會議上 尋求凱德商務產業信託單位持有人批准凱德商務產業信託(CCT)與凱德商用新加坡信託(CMT)以信託協議安排的方式進行合併 信託計劃會議的召開信息如下:

    信託計劃會議(2)

    批准門檻決議凱德商務產業信託(CCT)與凱德商用新加坡信託(CMT)以信託協議安排的方式合併

    重要日期和時間

    代理人委託書B(信託計劃會議)提交截止日期和時間

    信託計劃會議日期和時間 2020年9月29日(星期二)下午2時30分(3)

    2020年9月27日(星期日)下午2時30分

    需要獲得至少代表價值為凱德商務產業信託的信託單位總數的75%的過半數出席會議並通過委託代表投票的凱德商務產業信託單位持有人的批准(1)(4)

    B

    特別股東大會和信託計劃會議是為凱德商務產業信託單位持有人在同一天召開的兩个不同會議。凱德商務產業信託單位持有人應通過提交代理人委託書在特別股東大會和信託計劃會議上行使投票權利。

    兩个會議有不同的代理人委託書,有不同的說明和不同的批准門檻要求。如果您希望通過提交代理人委託書在特別股東大會和信託計劃會議上行使投票權利,您必須提交兩个会議的代理人委託書。

    請仔細閱讀兩份代理人委託書中列出的說明,這是非常重要的。

    我如何對凱德商務產業信託的信託契約修訂方案的決議進行投票?

    Vote

    請投下關鍵的一票

    收到特別股東大會通知書和代理人委託書A(特別股東大會)

    請在2020年9月26日(星期六)下午2時之前預先登記出席特別股東大會

    鏈接為: https://cct.listedcompany.com/agm_egm.html

    請在2020年9月27日(星期日)下午2時之前通過電郵或郵寄方式提交代理人委託書A(特別股東大會) 就凱德商業產物信託

    的信託契約修訂方案的決議進行投票

    特別股東大會將以虛擬形式進行:2020年9月29日 (星期二)下午2時

    特別股東大會可能出現的兩個結果

    凱德商務產業信託單位持有人投票贊成凱德商務產業信託的信託契約修訂方案的決議

    凱德商務產業信託的信託契約將被修訂以體現凱德商務產業信託的信託契約修訂方案

    將召開以虛擬形式進行的信託計劃會議 尋求凱德商務產業信託單位持有人批准信託協議安排決議

    結果 1:

    凱德商務產業信託的信託契約將不被修訂

    將不召開信託計劃會議

    結果 2:

    凱德商務產業信託單位持有人投票反對凱德商務產業信託的信託契約修訂方案的決議

    (1) 基於新加坡目前的2019冠狀病毒疾病(COVID-19)限制令,凱德商務產業信託單位持有人不能親自出席特別股東大會及信託計劃會議。若凱德商務產業信託單位持有人(無論是個人或公司)要在特別股東大會或者信託計劃會議上行使投票權利,該信託單位持有人必須委任特別股東大會或者信託計劃會議的主席(視情況而定)為代表以出席、發言和投票。

    (2) 在凱德商務產業信託的信託契約修訂決議在特別股東大會上被通過後,才能召開信託計劃會議。

    (3) 或者,若特別股東大會在下午2時30分之前已結束,則在特別股東大會結束後立即召開。

    (4) 凱德商用新加坡信託管理有限公司的一致行动人和凱德商用新加坡信託與凱德商務產業信託的主要共同信託單位持有人(包括凱德集團)將放棄投票權。

    https://cct.listedcompany.com/agm_egm.html

  • xix

    我如何對凱德商務產業信託的信託契約修訂方案的決議進行投票?

    基於新加坡目前的2019冠狀病毒疾病(COVID-19)限制令,您不能親自出席特別股東大會。請您通過填寫代理人委託書A(特別股東大會),委託特別股東大會主席在特別股東大會上代表您進行投票。

    寶德隆企業與咨詢服務有限公司 (Boardroom Corporate & Advisory Services Pte. Ltd.)地址:50 Raffles Place, #32-01 Singapore Land Tower, 新加坡郵編 048623

    營業時間:週一到週五 上午8時30分到下午5時30分

    獲取代理人委託書A(特別股東大會)1

    您應該已收到一份印刷版的代理人委託書A(特別股東大會) 該代理人委託書也可從新加坡證券交易所網頁(www.sgx.com/securities/company-announcements)以及凱德商務產業信託網頁(https://cct.listedcompany.com/agm_egm.html)下載 該代理人委託書也可從凱德商務產業信託信託單位登記處獲取:

    填寫代理人委託書A(特別股東大會)2

    .AI 填寫您的姓名和詳細資料

    .BII 若您希望在特別股東大會上行使您的投票權利 您必須委任特別股東大會的主席代表您在特別股東大會上出席 發言和投票

    III 如果您希望以您所持的全部票數投票對決議贊成反對或棄權 請勾選相應的方框 或者 請酌情註明投票的票數

    IV 如您為個人 您或您的經授權委託人必須簽名並填寫日期 如果您為公司 則代理人委託書必須由獲得適當授權的貴公司管理人員或代理人親筆簽名或加蓋貴公司公章

    .EV 填寫您持有的凱德商務產業信託信託單位的數量

    返還已填妥的代理人委託書A (特別股東大會)3

    若通過電子方式提交:請掃描您已填妥及簽署的代理人委託書A(特別股東大會) 並電郵至凱德商務產業信託信託單位登記處的下列電郵地址:[email protected]

    若通過郵寄方式提交:請將您已填妥及簽署的代理人委託書A(特別股東大會)寄至凱德商務產業信託信託單位登記處地址:50 Raffles Place, #32-01 Singapore Land Tower, 新加坡郵編048623

    我如何對信託協議安排進行投票?

    Vote

    請投下關鍵的一票

    收到信託計劃會議通知書和代理人委託書B(信託計劃會議)

    及請在2020年9月27日(星期日)下午2時30分之前通過以電郵或郵寄方式提交

    代理人委託書B(信託計劃會議)就信託協議安排進行投票

    信託計劃會議可能出現的兩個結果

    信託計劃會議將以虛擬形式進行:2020年9月29日 (星期二)下午2時30分

    (或者 若特別股東大會在下午2時30分之前已結束 則在

    特別股東大會結束後立即召開)

    您不會就您所持的凱德商務產業信託信託單位收到任何現金對價或信託單位對價

    結果A: 結果B:

    單位持有人投票反�