ARA LOGOS Logistics Trust : EGM and Scheme Meeting Results

(Constituted in the Republic of Singapore pursuant to

a trust deed dated 11 February 2010 as amended and restated)

PROPOSED MERGER OF ESR-REIT AND ARA LOGOS LOGISTICS TRUST BY WAY OF A

TRUST SCHEME OF ARRANGEMENT

RESULTS OF EXTRAORDINARY GENERAL MEETING AND SCHEME MEETING

HELD ON 21 MARCH 2022

1. INTRODUCTION

ARA LOGOS Logistics Trust Management Limited, as manager of ARA LOGOS Logistics Trust ("ALOG", and the manager of ALOG, the "ALOG Manager") refers to:

1. the revised scheme document (the "Revised Scheme Document") despatched electronically to unitholders of ALOG ("ALOG Unitholders") on 25 February 2022 in relation to, amongst others, the proposed merger (the "Merger") of ESR-REIT and ALOG, to be effected through the acquisition by RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR-REIT) (the "ESR-REITTrustee") of all the units of ALOG held by the ALOG Unitholders, in exchange for a combination of cash and units in ESR-REIT, by way of a trust scheme of arrangement (the "Scheme");
2. the notice of the Extraordinary General Meeting ("EGM") dated 25 February 2022; and
3. the notice of the Scheme Meeting dated 25 February 2022.

Unless otherwise defined, all capitalised terms in this Announcement shall bear the same meaning as set out in the Revised Scheme Document.

1. RESULTS OF THE EGM AND SCHEME MEETING

1. The ALOG Manager wishes to announce that:
2. 1. at the EGM convened and held by way of electronic means on Monday, 21 March 2022 at 3.00 p.m. (Singapore time), the ALOG Trust Deed Amendments Resolution set out in the notice of the EGM dated 25 February 2022 was duly PASSED; and
   2. at the Scheme Meeting convened pursuant to orders of the Court dated 6 December 2021 and 21 February 2022 and held by way of electronic means on Monday, 21 March 2022 at around 3.30 p.m. (Singapore time), the ALOG Unitholders have, by a majority in number of ALOG Unitholders present and voting by proxy at the Scheme Meeting, such majority representing at least three-fourths in value of the ALOG Units voted at the Scheme Meeting, APPROVED the Scheme.

The information as required under Rule 704(16) of the Listing Manual of the Singapore Exchange Securities Trading Limited is set out in this Announcement.

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2.2. Breakdown of all valid votes cast at the EGM

The results of the EGM are set out in the following table:

Extraordinary	Total		For	Against
Resolution	number of	Number of	As a percentage	Number of	As a
	ALOG Units	ALOG Units	of total number	ALOG Units	percentage of
	represented by
		of votes for and		total number
	votes for and
		against the		of votes for
	against the		resolution		and against
	resolution		(%)(1)		the resolution
					(%)(1)
To approve
the ALOG Trust
Deed	733,458,047	694,947,994	94.75	38,510,053	5.25
Amendments

Note:

1. Rounded to the nearest two (2) decimal places.

Please refer to the notice of the EGM dated 25 February 2022 for the full details of the ALOG Trust Deed Amendments Resolution. As more than 75% of votes were cast in favour of the ALOG Trust Deed Amendments Resolution, the above Extraordinary Resolution was duly passed at the EGM.

2.3. Breakdown of all valid votes cast at the Scheme Meeting

The results of the Scheme Meeting are set out in the following table:

Resolution		FOR	AGAINST	Total
		Number	Percentage	Number	Percentage	Number
			(%)(1)		(%)(1)
To approve	ALOG
the Scheme	Unitholders
	present and
	voting by	510	62.89	301	37.11	811
	proxy
	ALOG Units
	represented by	494,082,860	92.46	40,282,466	7.54	534,365,326
	votes by proxy

Note:

1. Rounded to the nearest two (2) decimal places.

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Please refer to the notice of the Scheme Meeting dated 25 February 2022 for the full details of the Scheme Resolution. As a majority in number of ALOG Unitholders present and voting by proxy at the Scheme Meeting, such majority representing at least three-fourths in value of the ALOG Units, voted in favour of the Scheme Resolution at the Scheme Meeting, the Scheme was approved at the Scheme Meeting.

2.4. Details of parties who are required to abstain from voting on the Scheme Resolution

As set out in the Revised Scheme Document, the following persons were required to abstain from voting on the Scheme Resolution:

1. the ALOG Manager;
2. the ESR-REIT Manager Concert Party Group (including the Deemed Concert Parties);
3. common substantial ESR-REIT Unitholders and ALOG Unitholders which hold 5% or more of the interests in both ESR-REIT and ALOG (if any);
4. LOGOS Units No. 1 Ltd; and
5. the Conflicted Directors.

Based on the information available to the ALOG Manager as at the date of the EGM and the Scheme Meeting proxy form submission deadline on 19 March 2022, the following table sets out the ALOG Unitholders who were required to abstain from voting and did in fact abstain from voting on the Scheme Resolution:

	Name of ALOG Unitholder	Direct Interest
				No. of ALOG Units		%(1)(2)
	ALOG Manager		8,259,837		0.569
	ESR-REIT Manager Concert Party Group
	Stefanie Yuen Thio		63,543		0.004
	Wilson Ang Poh Seong	112,700		0.008
	Maybank	Securities Pte. Ltd.	15,943(3)		0.001
	("Maybank")
	Maybank	Asset	Management	2,668,800		0.184
	Singapore Pte. Ltd. ("MAMS")(4)
	Maybank	Asset	Management	2,965,767		0.204
	Sdn Bhd ("MAMSB")(4)
	Citigroup Global Markets Limited	776,820		0.053
	LOGOS Units No. 1 Ltd	179,867,674		12.380
	Deemed Concert Parties	4,117,330		0.283
	Conflicted Directors
	Stephen George Hawkins(5)	-		-

Notes:

1. All references to percentage unitholding of the issued ALOG Units are based on the total issued ALOG Units as at the date of the EGM and Scheme Meeting, being 1,452,870,872 ALOG Units.
2. Percentages are rounded to the nearest three (3) decimal places.
3. Maybank is the counterparty to certain derivatives products known as contracts for difference ("CFDs") which were opened by Maybank's clients. The relevant CFDs represent purchases of 15,943 ALOG Units by the clients, and provide them with a synthetic economic exposure that is similar to them holding ALOG Units

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directly. As the counterparty to CFDs opened by these clients, Maybank would be economically exposed to market price fluctuations. Maybank maintains a neutral exposure to the 15,943 ALOG Units referenced under the relevant CFDs by directly purchasing and holding such number of ALOG Units equal to the number of referenced units under the relevant CFDs when the clients opened them.

1. 1. Affiliate of Maybank. MAMS and MAMSB are discretionary fund managers for funds and hold the ALOG Units for such funds.
   2. Mr Stephen George Hawkins' spouse, who holds 10,770 ALOG Units, has also abstained from voting.
2. Scrutineer for the EGM and the Scheme Meeting
   RHT Governance, Risk & Compliance (Singapore) Pte. Ltd. was appointed as the scrutineer for the EGM and the Scheme Meeting.
3. Additional Considerations
   ALOG Unitholders who are in any doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

3. NEXT STEPS AND INDICATIVE TIMETABLE FOR THE SCHEME1

In light of the approval by ALOG Unitholders of the ALOG Trust Deed Amendments and the Scheme, the ALOG Manager and ALOG Trustee will be submitting an application to the Court for sanction of the Scheme under Order 80 of the Rules of Court.

Subject to the grant of the Scheme Court Order and the satisfaction (or where applicable, waiver) of all the Conditions in accordance with the terms of the Implementation Agreement, the Scheme will become effective and binding on the Effective Date.

ALOG Unitholders should note the following indicative timetable in relation to the Scheme:

Event	Indicative Date (on or around)
Expected date of Court hearing of the application	11 April 2022(1)
to sanction the Scheme
Expected last date of trading of the ALOG Units	19 April 2022(2)
Expected Record Date(3) of the Scheme and the	21 April 2022(2)
clean-up distribution to the ALOG Unitholders
Expected Effective Date of the Scheme	22 April 2022(2)
Expected date for the payment of the Cash	28 April 2022(2)
Consideration and allotment and issuance of
the Consideration Units

1 The ESR-REIT Manager has submitted an application to the SIC to extend the Long-Stop Date. ALOG Unitholders should refer to future SGXNET announcements for updates.

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Event	Indicative Date (on or around)
Expected date for commencement of trading of	28 April 2022(2)
the Consideration Units on the SGX-ST and
Scheme Settlement Date
Expected date for the delisting of ALOG	5 May 2022
Expected period of Odd Lots Trading	28 April 2022 to 25 May 2022
Arrangement

Notes:

1. The date of the Court hearing of the application to sanction the Scheme will depend on the date that is allocated by the Court.
2. ALOG Unitholders should note that if the Scheme becomes effective in accordance with its terms, all the ALOG Units held by the Entitled ALOG Unitholders, as at the Record Date, will be transferred to the ESR- REIT Trustee such that on the Scheme Settlement Date, the ESR-REIT Trustee shall hold 100% of the ALOG Units, and the ALOG Unitholders will not be able to trade their ALOG Units from the last day of trading of the ALOG Units, currently expected to be on 19 April 2022. The ALOG Unitholders will, as unitholders of the Enlarged REIT, be able to commence trading of the Consideration Units on the SGX-ST on the Scheme Settlement Date, currently expected to be on 28 April 2022.
3. For the purposes of this Announcement, "Record Date" means the date to be announced (before the Effective Date) by the ALOG Manager on which the Register of ALOG Unitholders will be closed in order to determine the entitlements of ALOG Unitholders in respect of the Scheme and the ALOG's clean-up distribution.

The above timetable is indicative only and may be subject to change. Please refer to future announcement(s) by ALOG for the exact dates of these events.

4. RESPONSIBILITY STATEMENT

The directors of the ALOG Manager (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement which relate to ALOG and/or the ALOG Manager (excluding those relating to ESR-REIT and/or the ESR-REIT Manager) are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading. The directors of the ALOG Manager 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 ESR-REIT and/or the ESR-REIT Manager), the sole responsibility of the directors of the ALOG Manager 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 Announcement. The directors of the ALOG Manager do not accept any responsibility for any information relating to ESR-REIT and/or the ESR-REIT Manager or any opinion expressed by ESR-REIT and/or the ESR-REIT Manager.

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