Mapletree Pan Asia Commercial Trust : Minutes of 12th Annual General Meeting Held on 28 July 2023

MAPLETREE PAN ASIA COMMERCIAL TRUST

(constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))

MINUTES OF PROCEEDINGS OF 12th ANNUAL GENERAL MEETING

Date/Time	: Friday, 28 July 2023 at 2.30 p.m.
Venue	: 20 Pasir Panjang Road, Mapletree Business City, Town Hall -
		Auditorium, Singapore 117439 and by way of electronic means
Present	:	Unitholders of Mapletree Pan Asia Commercial Trust
		("MPACT") as per attendance records maintained by the
		Manager (as defined below)
In attendance	:	Directors, management and joint company secretary of the
		Manager, representatives from DBS Trustee Limited, the
		trustee of MPACT, Allen & Gledhill LLP, the legal advisers to
		the Manager and PricewaterhouseCoopers LLP, the auditor of
		MPACT, per attendance records maintained by the Manager

Introduction

1. Mr Wan Kwong Weng, as Joint Company Secretary, announced at 2.30 p.m. that the 12th Annual General Meeting of MPACT would commence. He introduced himself as the Joint Company Secretary of Mapletree Pan Asia Commercial Trust Management Ltd., the manager of MPACT (the "Manager"), and informed unitholders of MPACT ("Unitholders") that MPACT was conducting its annual general meeting ("AGM" or "Meeting") via a hybrid format where Unitholders get to either attend the physical meeting or participate at the AGM via electronic means.
2. Mr Wan Kwong Weng then thanked Unitholders for pre-registering for the AGM and submitting questions in advance. He informed that the Manager had published the Manager's responses to the questions received from Unitholders on MPACT's website and SGXNET. He also informed that Unitholders would be able to raise questions "live", whether they are present at this AGM in person or if they are participating through the live audio-visual webcast. In addition, he informed that the Manager was supporting voting for the physical and virtual Unitholders in 'real time' and the same real-time remote electronic voting system was available to all Unitholders present physically and those joining virtually.
3. Mr Wan Kwong Weng proceeded to introduce the Directors and the management of the Manager who were present in person and via video conference, and added that representatives from (i) DBS Trustee Limited, the trustee of MPACT (the "Trustee") (ii) Allen & Gledhill LLP, the legal advisers to the Manager and (iii) PricewaterhouseCoopers LLP, the auditor of MCT (the "Auditor"), were also in attendance.
4. Unitholders were informed that in accordance with the trust deed constituting MPACT, the Trustee had nominated Mr Samuel Tsien, Chairman of the Board of Directors of the Manager, to preside as the Chairman of the Meeting ("Chairman").

Quorum

5. Chairman welcomed Unitholders to the Meeting on behalf of the Manager. After being informed by the Joint Company Secretary that there was a quorum present at the Meeting, Chairman declared the Meeting open.

Notice

1. Chairman noted that the purpose of the Meeting was to seek the approval of Unitholders for the three resolutions (the "Resolutions") set out in the Notice of AGM dated 6 July 2023, which was published on the website of MPACT and made available on the website of SGX.
2. The Notice of AGM was taken as read.

Real-time Remote Voting Platform

8. Chairman declared the real-time remote electronic voting platform open and that Unitholders could cast their votes at any time during the course of the meeting. He also informed that voting would end after the Question and Answer ("Q&A") segment and the results of the voting would be announced shortly after.

Presentation by Management and Responses to Questions Received from Unitholders

1. Chairman then invited Ms Janica Tan and Ms Sharon Lim, the Chief Financial Officer ("CFO") and the Chief Executive Officer ("CEO") of the Manager respectively, to give Unitholders a brief overview on the financial year ended 31 March 2023.
2. The CFO and CEO gave a presentation on MPACT's performance for the year ended 31 March 2023. A copy of the presentation was uploaded onto the website of MPACT and on SGXNET prior to the Meeting.
3. The CEO handed the conduct of the Meeting back to the Chairman.
4. Chairman informed that there were three Ordinary Resolutions to be decided at the AGM and a summary of such Resolutions were flashed on the screen. He added that each of these Ordinary Resolutions had to be carried by the affirmative votes of more than 50% of the total votes cast. He then also informed that the Q&A segment would be conducted after the Resolutions had been read.

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Conduct of Voting

1. Chairman informed he had been appointed as proxy by several Unitholders and would vote in accordance with their instructions and as a proxy, he proposed all the Resolutions to be tabled at the AGM.
2. Chairman explained that Unitholders who had not submitted any proxy form may cast their votes in real time. Chairman further informed Unitholders that RHT Governance, Risk & Compliance (Singapore) Pte. Ltd. had been appointed as scrutineer ("Scrutineer"), and they had supervised and verified the counting of the votes of all valid proxy forms submitted by Unitholders to the Managers at least 72 hours before the AGM and would also verify the votes cast by Unitholders during the AGM.

As Ordinary Business

1. Chairman then proceeded to introduce each of the Resolutions.
2. Resolution 1 was to receive and adopt the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of MPACT for the financial year ended 31 March 2023 together with the Auditor's Report thereon.
3. Resolution 2 was to re-appoint PricewaterhouseCoopers LLP as auditor of MPACT to hold office from the conclusion of the Meeting until the conclusion of the next AGM of MPACT, and to authorise the Manager to fix their remuneration.

As Special Business

18. Resolution 3 was to approve a general mandate to be given to the Manager to

1. (i) issue new Units whether by way of rights, bonus or otherwise; and/or
2. 1. make or grant offers, agreements or options that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and

1. issue Units in pursuance of any offer, agreement or option made or granted by the Manager pursuant to (a) above while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),

provided that the conditions set out in the Notice of AGM were met.

19. Chairman then proceeded to the Q&A segment of the AGM. Chairman informed that the responses to the substantial and relevant questions received from unitholders prior to the AGM had been published on MPACT website and

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SGXNET. He then invited Unitholders who were physically present at the meeting to ask questions first, and informed Unitholders attending virtually that they may proceed to submit their text questions via the virtual platform. The questions submitted through the virtual platform would be addressed after questions from the floor were answered. Chairman requested that Unitholders limit themselves to a reasonable number of questions and to matters that were relevant to the agenda of the AGM.

Questions from the Floor

1. Unitholder Chong Ah Pok had the following queries:
2. 1. He noted that the interest expense for FY22/23 was higher than FY21/22. He wanted to know how the Manager plans to manage interest expense.
   2. He then commented that the difference between the book value and the market value has widened in FY22/23 compared to FY21/23.
   3. He enquired if the share of profit in the joint venture, The Pinnacle Gangnam ("TPG"), was a recurring profit.
   4. Lastly, he enquired if MPACT's business in China has improved.
3. In relation to query (i), Chairman commented that higher interest expense in absolute amount was to be expected with a larger portfolio as a result of the merger. He further added that interest rates had also increased. He then invited Ms Janica Tan to elaborate on the response. Ms Janica Tan shared that the Financial Results for FY2021/2022 had only comprised Mapletree Commercial Trust's interest expense. The higher interest expenses incurred in FY22/23 were mainly due to interest expenses incurred by the overseas properties upon completion of merger on 21 July 2022, the interest expenses incurred on debt taken on to partially fund the merger with Mapletree North Asia Commercial Trust ("MNACT"), and higher interest rates on the existing Singapore dollar borrowings as a result of hikes in interest rates.
4. In relation to comment (ii) above, Chairman shared that market value is influenced by various macro factors and market sentiments which were not within the Manager's control.
5. To query (iii), Ms Janica Tan informed that the share of profit in TPG, being the 50% effective interest held by MPACT, was a recurring item.
6. To query (iv), Ms Sharon Lim acknowledged that the performance for the China properties had declined slightly and there continues to be challenges ahead. However, the committed occupancy rates of 86.7% and 86.2% for Gateway Plaza and Sandhill Plaza respectively (as at 31 March 2023), compared well, either above or comparable to the markets' occupancy rates. In addition, the Manager had successfully renewed the lease of BMW at Gateway Plaza, the second largest tenant of MPACT's portfolio, and this had removed a potential occupancy risk. She added that there was a negative rental reversion of 3.7% in order to retain tenants during this challenging time as occupancy even at a slightly lower rental was preferred over vacancy.

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1. Unitholder Mr Lum Yue Wah had the following queries:
2. 1. He noted that with overseas properties, MPACT was now exposed to foreign exchange ("forex") risks and enquired how the Net Property Income ("NPI") would be impacted especially with Singapore Dollar ("SGD") strengthening.
   2. What is the cost of hedging.
3. To query (i), Ms Janica Tan explained that the Manager manages forex risk through natural and forward hedges. Where practicable, the Manager maintains a natural hedge by matching the debt mix with the geographical composition of assets. To ensure a reasonable level of certainty over distributable income, approximately 93% of the expected distributable income (based on rolling four quarters) was either derived from SGD or hedged into SGD.
4. To query (ii), Ms Janica Tan explained that the cost of hedging was minimal since the merger with MNACT in July 2022. However, the actual cost involved will depend on the market condition at the material time.
5. Unitholder Lim Sherng Yu had the following queries:
6. 1. He expressed concern on the Distribution Per Unit ("DPU") performance for the coming financial year and sought the Manager's insights.
   2. He commented that the Board had doubled in size since the merger with MNACT and asked if the Board size would be reduced by half by the next AGM to reduce expenses.
   3. If the timing of the merger was right considering the overall economic environment.
   4. If the Manager have any plans to undertaking equity fund raising.
7. Chairman explained that the AGM was not the right forum to address Mr Lim Sherng Yu's first question as the agenda of the AGM was to address questions relating to the financial year ending 31 March 2023. He further explained that as MPACT will be releasing its results for the first quarter financial period from 1 April 2023 to 30 June 2023 on 31 July 2023, the Manager would not be able to provide specific forward-looking statements.
8. On query (ii), Chairman explained that with the enlarged portfolio, a larger Board comprising certain members from the Manager (formerly known as Mapletree Commercial Trust Management Ltd.) and Mapletree North Asia Commercial Trust Management Ltd. provided assurance of continuity to Unitholders and an optimal balance of experience, skills and knowledge relevant to the MPACT's business. Mr Wan Kwong Weng also clarified that the directors' fees were paid by the Manager and not by MPACT. As such, DPU would not be adversely affected by the size of the Board.
9. On query (iii), Chairman shared that the reasons for the merger had been set out in the Circular dated 29 April 2022. Chairman acknowledged that the overall economic environment had weakened since the merger, and global markets had faced significant uncertainties. These challenges are expected to continue for the

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