Mapletree North Asia Commercial Trust : Electronic Despatch of Scheme Document and Alternative Arrangements Relating to EGM and Trust Scheme Meeting

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 14 February 2013 (as amended)) _________________________________________________________________________________________

ANNOUNCEMENT

ELECTRONIC DESPATCH OF SCHEME DOCUMENT AND ALTERNATIVE ARRANGEMENTS RELATING TO EXTRAORDINARY GENERAL MEETING AND TRUST SCHEME MEETING TO BE HELD ON 23 MAY 2022

1.

INTRODUCTION

Mapletree North Asia Commercial Trust Management Ltd., as manager of Mapletree North Asia Commercial Trust ("MNACT" and the manager of MNACT, the "MNACT Manager"), refers to:

• (a) the joint announcements dated 31 December 2021, 28 January 2022 and 21 March 2022 (the "Joint Announcements") issued by Mapletree Commercial Trust Management Ltd., as manager of Mapletree Commercial Trust ("MCT"), and the MNACT Manager, in relation to the

  proposed merger (the "Merger") of MCT and MNACT, to be effected through the acquisition by MCT of all the issued and paid-up units of MNACT (the "MNACT Units") by way of a trust

  scheme of arrangement in accordance with the Singapore Code on Take-overs and Mergers (the "Code");

• (b) the orders of the Court dated 21 February 2022 and 11 April 2022 convening the Trust Scheme Meeting (the "Trust Scheme Meeting Court Orders");

• (c) the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 (as amended) which enables the Minister for Law by order to prescribe alternative arrangements for listed entities in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means; and

• (d) the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the "COVID-19 Alternative Meetings Order") which was gazetted on 13 April 2020 (as amended), and which sets out the alternative arrangements in respect of, inter alia, general meetings of real estate investment trusts.

Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Scheme Document (as defined below). Any reference to a time of day is made by reference to Singapore time.

2.

ELECTRONIC DESPATCH OF SCHEME DOCUMENT, NOTICES AND PROXY FORMS

Pursuant to the Public Statement on the Extension of the Temporary Measures to Allow for Electronic Despatch of Take-Over Documents under the Code issued by the Securities Industry Council on 29

June 2021 (the "SIC Public Statement on Electronic Despatch"), documents related to a take-over or merger transaction under the Code may be despatched electronically to the MNACT Unitholder through publication on the website of the Singapore Exchange Securities Trading Limited atwww.sgx.com/securities/company-announcements ("SGXNET") and on the website of MNACT atwww.mapletreenorthasiacommercialtrust.com ("MNACT's Website").

2.1

Electronic Copies of the Scheme Document, Notices and Proxy Forms

The MNACT Manager wishes to announce that it has today despatched to MNACT Unitholders a scheme document dated 29 April 2022 (the "Scheme Document") by electronic means via publication on SGXNET and MNACT's Website.

The Scheme Document contains, inter alia, the following:

• (a) details of the MNACT Trust Deed Amendments;

• (b) details of the Merger and the Trust Scheme, including the recommendation of the MNACT Independent Directors and the advice of the MNACT IFA in relation to the Trust Scheme;

• (c) the notice of the EGM of MNACT Unitholders to be convened and held by way of electronic means at 2.30 p.m. on Monday, 23 May 2022 (the "Notice of EGM"), for the purpose of considering, and if thought fit, passing with or without modifications, the MNACT Trust Deed Amendments Resolution; and

• (d) the notice of the Trust Scheme Meeting, to be convened and held by way of electronic means at 3.00 p.m. on Monday, 23 May 2022 (or as soon thereafter following the conclusion of the EGM, whichever is later) (the "Notice of Trust Scheme Meeting"), for the purpose of considering and, if thought fit, passing the Trust Scheme Resolution.

No printed copies of the Scheme Document will be despatched to MNACT Unitholders unless requested for.

Printed copies of the Notice of EGM, the Notice of Trust Scheme Meeting, the proxy form for the EGM (the "Proxy Form A (EGM)") and the proxy form for the Trust Scheme Meeting (the "Proxy Form B (Trust Scheme Meeting)") (collectively, the "Notices and Proxy Forms") will be despatched to MNACT Unitholders.

Electronic copies of the Scheme Document, the Notices and Proxy Forms are available on SGXNET and MNACT's Website. A MNACT Unitholder will need an internet browser and PDF reader to view these documents on SGXNET and MNACT's Website.

MNACT Unitholders can also scan the QR Code below to access the Scheme Document, Notices and Proxy Forms:

• 2.2 Request for Printed Copies of the Scheme Document

  MNACT Unitholders may obtain printed copies of the Scheme Document by completing and returning the request form accompanying the Notices and Proxy Forms by post or via email, which should reach the MNACT Manager no later than 2.30 p.m. on Monday, 16 May 2022. A printed copy of the Scheme Document will then be sent to the address in Singapore specified by the MNACT Unitholder at his/her/its own risk.

• 2.3 Overseas MNACT Unitholders

  MNACT Unitholders whose registered addresses (as recorded on the register of MNACT Unitholders or in the records maintained by The Central Depository (Pte) Limited for the service of notice and documents) are outside of Singapore (an "Overseas MNACT Unitholder") may write in to the Unit Registrar at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632, or email the Unit Registrar [e-mail] to request for copies of the Scheme Document and any related documents to be sent to an address in Singapore by ordinary post at his/her/its own risk, up to four (4) Market Days prior to the date of the EGM and the Trust Scheme Meeting (i.e. no later than 2.30 p.m. on Monday, 16 May 2022).

  It is the responsibility of any Overseas MNACT Unitholder who wishes to request for the Scheme Document and any related documents or participate in the Trust Scheme to satisfy himself/herself/itself as to the full observance of the laws of the relevant jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, and compliance with all necessary formalities or legal requirements. In requesting for the Scheme Document and any related documents or participating in the Merger and the Trust Scheme, the Overseas MNACT Unitholder represents and warrants to the MNACT Manager and the MCT Manager that he/she/it is in full observance of the laws of the relevant jurisdiction in that connection, and that he/she/it is in full compliance with all necessary formalities or legal requirements.

  If any Overseas MNACT Unitholder is in any doubt about his/her/its position, he/she/it should consult his/her/its professional adviser in the relevant jurisdiction.

• 3. NO PERSONAL ATTENDANCE AT THE EGM AND THE TRUST SCHEME MEETING

  As a precautionary measure due to the constantly evolving COVID-19 situation in Singapore, MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary will not be able to physically attend the EGM and the Trust Scheme Meeting in person.

• 4. DATE, TIME AND CONDUCT OF EGM

  The MNACT Manager wishes to announce that pursuant to the COVID-19 Alternative Meetings Order, the EGM will be convened and held by way of electronic means at 2.30 p.m. on Monday, 23 May 2022. MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary must pre-register via MNACT's pre-registration website atgo.lumiengage.com/mnactegmsm2022 from the date of this Announcement to 2.30 p.m. on Friday, 20 May 2022, to enable the MNACT Manager to verify their status as MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary. Any registration received after 2.30 p.m. on Friday, 20 May 2022, will not be accepted.

  All MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary are encouraged to raise their questions (if any)

as early as possible in advance of the EGM. All MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary may submit any relevant questions they have in respect of the EGM in the following manner, and these questions must be received no later than 2.30 p.m. on Saturday, 14 May 2022:

• (a) by post to the office of the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632;

• (b) via the pre-registration website atgo.lumiengage.com/mnactegmsm2022;or

• (c) via email to the MNACT Manager, [e-mail].

Mr. Paul Ma Kah Woh (Chairman of the MNACT Manager), or failing him, any director of the MNACT Manager, shall act as Chairman of the EGM.

The MNACT Manager will endeavour to publish the responses to substantial and relevant questions which are received before 2.30 p.m. on Saturday, 14 May 2022 on SGXNET and MNACT's Website. These responses will be published by 2.30 p.m. on Tuesday, 17 May 2022, being at least 72 hours before the deadline for MNACT Unitholders to deposit their Proxy Form A (EGM) to vote at the EGM. The MNACT Manager will also respond to all substantial and relevant questions which have not already been addressed prior to the EGM during the EGM through the live-audio-visual webcast and live-audio-only stream of the EGM proceedings. Where substantially similar questions are received, the MNACT Manager will consolidate such questions and consequently, not all questions may be individually addressed. The MNACT Manager will, within one (1) month after the date of the EGM, publish the minutes of the EGM on SGXNET and MNACT's Website, and the minutes will include the responses to the substantial and relevant questions which are addressed during the EGM.

5.

DATE, TIME AND CONDUCT OF TRUST SCHEME MEETING

The MNACT Manager wishes to announce that pursuant to the Trust Scheme Meeting Court Orders, the Trust Scheme Meeting will be convened and held by way of electronic means adopting the arrangements set out in the COVID-19 Alternative Meetings Order at 3.00 p.m. on Monday, 23 May 2022, or as soon thereafter following the conclusion of the EGM, whichever is later. MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary must pre-register via MNACT's pre-registration website atgo.lumiengage.com/mnactegmsm2022 from the date of this Announcement to 2.30 p.m., Friday, 20 May 2022, to enable the MNACT Manager to verify their status as MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary. Any registration received after 2.30 p.m. on Friday, 20 May 2022 will not be accepted.

All MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary are encouraged to raise their questions (if any) as early as possible in advance of the Trust Scheme Meeting. All MNACT Unitholders and persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary may submit any relevant questions they have in respect of the Trust Scheme Meeting in the following manner, and these questions must be received no later than 2.30 p.m., Saturday, 14 May 2022:

(a)by post to the office of the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632;

• (b) via the pre-registration website atgo.lumiengage.com/mnactegmsm2022;or

• (c) via email to the MNACT Manager, [e-mail].

Pursuant to the Trust Scheme Meeting Court Orders, Mr. Lawrence Wong Liang Ying, or failing him, any director of the MNACT Manager, shall act as Chairman of the Trust Scheme Meeting and the Court has further directed the Chairman of the Trust Scheme Meeting to report the results thereof to the Court.

The MNACT Manager will endeavour to publish the responses to such substantial and relevant questions received by 2.30 p.m. on Saturday, 14 May 2022 on SGXNET and MNACT's website. These responses will be published by 3.00 p.m. on Tuesday, 17 May 2022, at least 72 hours before the deadline for MNACT Unitholders to deposit their Proxy Form B (Trust Scheme Meeting) to vote at the Trust Scheme Meeting. The MNACT Manager will also respond to all substantial and relevant questions which have not already been addressed prior to the Trust Scheme Meeting during the Trust Scheme Meeting through the live-audio-visual webcast and live-audio-only stream of the Trust Scheme Meeting proceedings. Where substantially similar questions are received, the MNACT Manager will consolidate such questions and consequently, not all questions may be individually addressed. The MNACT Manager will, within one (1) month after the date of the Trust Scheme Meeting, publish the minutes of the Trust Scheme Meeting on SGXNET and MNACT's website, and the minutes will include the responses to the substantial and relevant questions which are addressed during the Trust Scheme Meeting.

6.

ARRANGEMENTS FOR PARTICIPATING IN THE EGM AND THE TRUST SCHEME MEETING

Arrangements relating to the attendance at the EGM and the Trust Scheme Meeting (pursuant to the Trust Scheme Meeting Court Orders) 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 and/or the Chairman of the Trust Scheme Meeting in advance of or during the EGM and the Trust Scheme Meeting, addressing of such substantial and relevant questions either before or at the EGM and/or the Trust Scheme Meeting and voting by appointing the Chairman of the EGM and/or the Chairman of the Trust Scheme Meeting as proxy at the EGM and Trust Scheme Meeting (as the case may be), are set out below and in the Notice of EGM and Notice of Scheme Meeting.

MNACT Unitholders may participate in the EGM and/or the Trust Scheme Meeting by:

(a) observing and/or listening to the EGM proceedings and/or the Trust Scheme Meeting proceedings via live audio-visual webcast or live audio-only stream;

• (b) submitting questions in advance of the EGM and/or the Trust Scheme Meeting or during the EGM and/or the Trust Scheme Meeting (via the online chat box); and/or

• (c) appointing the Chairman of the EGM and/or the Trust Scheme Meeting (as the case may be) as proxy to vote on their behalf at the EGM and/or the Trust Scheme Meeting (as the case may be).

Persons (including CPFIS Investors and SRS Investors) who hold MNACT Units through a Relevant Intermediary may participate in the EGM and/or the Trust Scheme Meeting by:

(a)observing and/or listening to the EGM proceedings and/or the Trust Scheme Meeting proceedings via live audio-visual webcast or live audio-only stream; and/or