Mapletree Pan Asia Commercial Trust : Notice of the 12th Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 25 August 2005 (as amended))

NOTICE IS HEREBY GIVEN that the 12th Annual General Meeting ("AGM") of the holders of units of Mapletree Pan Asia Commercial Trust ("MPACT", and the holders of units of MPACT, "Unitholders") will be held at 20 Pasir Panjang Road, Mapletree Business City, Town Hall - Auditorium, Singapore 117439 and by way of electronic means at 2.30 p.m. on Friday, 28 July 2023, to transact the following businesses:

(A) AS ORDINARY BUSINESS

1. To receive and adopt the Report of DBS Trustee Limited, as trustee of MPACT (the "Trustee"), the Statement by MPACT Management Ltd., as manager of MPACT (the "Manager"), and the Audited Financial Statements

of MPACT for the financial year ended 31 March 2023 and the Auditor's Report thereon.

(Ordinary Resolution 1)

2. To re-appoint PricewaterhouseCoopers LLP as the Auditor of MPACT to hold office until the conclusion of the next Annual General Meeting of MPACT, and to authorise the Manager to fix their remuneration.

(Ordinary Resolution 2)

1. AS SPECIAL BUSINESS
   To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications:
   3. That approval be and is hereby given to the Manager, to
2. 1. (i) issue units in MPACT ("Units") whether by way of rights, bonus or otherwise; and/or

1. make or grant offers, agreements or options (collectively, "Instruments") 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 Instruments made or granted by the Manager 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:
2. 1. the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent. (20%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below);

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NOTICE OF ANNUAL GENERAL MEETING

1. subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (the "SGX-ST") for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units shall be based on the total number of issued Units at the time this Resolution is passed, after adjusting for:
2. 1. any new Units arising from the conversion or exercise of any Instruments which are outstanding or subsisting at the time this Resolution is passed; and
   2. any subsequent bonus issue, consolidation or subdivision of Units;
3. in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the trust deed constituting MPACT (as amended) (the "Trust Deed") for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);
4. (unless revoked or varied by Unitholders in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next Annual General Meeting of MPACT or (ii) the date by which the next Annual General Meeting of MPACT is required by applicable regulations to be held, whichever is earlier;
5. where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and
6. the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of MPACT to give effect to the authority conferred by this Resolution.

(Please see Explanatory Note) (Ordinary Resolution 3)

BY ORDER OF THE BOARD

MPACT Management Ltd.

(Company Registration No. 200708826C)

As Manager of Mapletree Pan Asia Commercial Trust

Wan Kwong Weng

Joint Company Secretary

Singapore

6 July 2023

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NOTICE OF ANNUAL GENERAL MEETING

Important Notice:

1. The AGM is being convened, and will be held, at 20 Pasir Panjang Road, Mapletree Business City, Town Hall - Auditorium, Singapore 117439 (the "Physical Meeting") and by way of electronic means (the "Virtual Meeting"). Any reference to a time of day is made by reference to Singapore time.

Unitholders and CPF and SRS investors can scan the QR code to pre-register for the Physical Meeting or the Virtual Meeting

2. Appointment of proxies

A Unitholder entitled to attend and vote at the AGM, who is not a relevant intermediary (as defined in Section 181 of the Companies Act 1967), is entitled to appoint one or two proxies to attend and vote in his/her stead. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she/it specifies the proportion of his/her unitholding (expressed as a percentage of the whole) to be represented by each proxy.

A Unitholder who is a relevant intermediary entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of the Unitholder, but each proxy must be appointed to exercise the rights attached to a different Unit or Units held by such Unitholder. Where such Unitholder appoints more than one proxy, it should annex to the Proxy Form the list of proxies, setting out, in respect of each proxy, the name, address, email address, NRIC/Passport Number and proportion of unitholding (number of units and percentage) in relation to which each proxy has been appointed. For the avoidance of doubt, a CPF Agent Bank/SRS Operator who intends to appoint CPF/SRS investors as its proxies shall comply with this paragraph. The appointments shall be invalid unless the Unitholder specifies the number of Units in relation to which each proxy has been appointed in the Proxy Form.

Unitholders may also vote at the AGM by appointing the Chairman of the AGM as his/her/its proxy to vote on their behalf.

The Proxy Form must be submitted in the following manner:

1. if submitted by post, be lodged at the office of the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
2. if submitted via electronic mail, to attach clear scanned and signed PDF copy of the Proxy Form to the Unit Registrar at [e-mail]; or
3. if submitted via pre-registration website at https://go.lumiengage.com/mpactagm2023, to attach and upload a clear scanned and signed PDF copy of the Proxy Form via the pre-registration website,

in any case, by 2.30 p.m. on Tuesday, 25 July 2023, being 72 hours before the time fixed for the AGM.

A Unitholder who wishes to submit an instrument of proxy must complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

Unitholders are strongly encouraged to submit completed Proxy Forms electronically via email or via the pre-registration website.

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1. Pre-registrationfor the Physical Meeting
   Please pre-register for verification purposes by 2.30 p.m. on Tuesday, 25 July 2023 via the pre-registration website at https://go.lumiengage.com/mpactagm2023 and indicate your interest to attend the AGM physically at the AGM venue.
   Unitholders who are appointing Proxyholder(s) to attend the Physical Meeting on his/her/its behalf should pre-register the Proxyholder and specify his/her/its intention to attend the Physical Meeting as well as to submit the completed and signed Proxy Form via the pre-registration website at https://go.lumiengage.com/mpactagm2023 by 2.30 p.m. on Tuesday, 25 July 2023, being 72 hours before the time fixed for the AGM, failing which the appointment shall be invalid.
   Following verification by the Manager, authenticated Unitholders, Proxyholders and CPF and SRS investors who have pre-registered for the Physical Meeting will by 2.30 p.m. on Thursday, 27 July 2023 receive a confirmation email for the Physical Meeting containing details as well as instructions on attending the Physical Meeting (the "Confirmation Email for Physical Meeting").
   Unitholders, Proxyholders and CPF and SRS investors who have received the Confirmation Email for Physical Meeting will be required to bring along their original NRIC/Passport for registration on the day of the AGM.
   Unitholders and CPF and SRS investors who have pre-registered by 2.30 p.m. on Tuesday, 25 July 2023 but have not received the Confirmation Email for Physical Meeting by 2.30 p.m. on Thursday, 27 July 2023 should immediately contact the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at [phone] / [phone] (during office hours) or at [e-mail].
2. Pre-registrationfor the Virtual Meeting
   Unitholders, Proxyholders and CPF and SRS investors attending the Virtual Meeting will be able to observe and/or listen to the AGM proceedings through the Live Webcast via their mobile phones, tablets or computers.

All Unitholders and CPF and SRS investors who wish to attend the Virtual Meeting are required to pre-register via the pre-registration website at https://go.lumiengage.com/mpactagm2023 for verification purposes by 2.30 p.m. on Tuesday, 25 July 2023.

Unitholders who are appointing Proxyholder(s) to attend the Virtual Meeting on his/her/its behalf should pre-register the Proxyholder and specify his/her/its intention to attend the Virtual Meeting as well as to submit the completed and signed Proxy Form via the pre-registration website at https://go.lumiengage.com/mpactagm2023 by 2.30 p.m. on Tuesday, 25 July 2023, being 72 hours before the time fixed for the AGM, failing which the appointment shall be invalid.

Following verification by the Manager, authenticated Unitholders, Proxyholders and CPF and SRS investors who have pre-registered for the Virtual Meeting will by 2.30 p.m. on Thursday, 27 July 2023 receive a confirmation email for the Virtual Meeting via the e-mail address provided during pre-registration or as indicated in the Proxy Form to attend the Virtual Meeting (the "Confirmation Email for Virtual Meeting").

Unitholders and CPF and SRS investors who have pre-registered by 2.30 p.m. on Tuesday, 25 July 2023 but have not received the Confirmation Email for Virtual Meeting by 2.30 p.m. on Thursday, 27 July 2023 should immediately contact the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at [phone] / [phone] (during office hours) or at [e-mail].

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5. Question and answer

Unitholders, Proxyholders and CPF and SRS investors who wish to ask questions should note the following:

1. if attending the Physical Meeting, Unitholders, Proxyholders and CPF and SRS investors will be able to raise questions at the Physical Meeting; or
2. if attending the Virtual Meeting, Unitholders, Proxyholders and CPF and SRS investors will be able to ask questions at the AGM by submitting text-based questions through the live audio-visual webcast via the online chat box within a prescribed time limit.

Unitholders and CPF and SRS investors are also encouraged to submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the AGM, in advance of the AGM.

In order for Unitholders and CPF and SRS investors to submit questions in advance of the AGM, the questions must be submitted in the following manner by 2.30 p.m. on Tuesday, 25 July 2023:

1. via the pre-registration website at https://go.lumiengage.com/mpactagm2023; or
2. via email to the Manager, at [e-mail].

Unitholders and CPF and SRS investors who submit questions via email must provide the following information for authentication:

1. the Unitholder's full name;
2. the Unitholder's address; and
3. the manner in which the Unitholder holds Units in MPACT (e.g., via CDP, CPF or SRS).

The Manager's Chairman, Mr Samuel Tsien, and Chief Executive Officer, Ms Sharon Lim, will conduct the proceedings of the AGM. The Manager will endeavour to address all substantial and relevant questions submitted in advance of the AGM, either prior to or during the AGM. The Manager will publish the responses to the substantial and relevant questions which the Manager will not be addressing during the AGM, on MPACT's website at https://www.mapletreepact.com ("MPACT's website") and on SGXNET prior to the AGM. Where substantially similar questions are received, the Manager will consolidate such questions and consequently, not all questions may be individually addressed. The Manager will publish the minutes of the AGM on MPACT's website and on SGXNET, and the minutes will include the responses to the substantial and relevant questions which are addressed during the AGM.

6. Voting

Live voting will be conducted during the AGM for Unitholders and Proxyholders attending the Physical Meeting or the Virtual Meeting. It is important for Unitholders and Proxyholders to bring their own web-browser enabled devices for voting at the Physical Meeting or have their own web-browser enabled devices ready for voting during the Virtual Meeting.

1. Live voting: Unitholders and Proxyholders attending the Physical Meeting or the Virtual Meeting may cast their votes in real time for each resolution to be tabled via the Live Webcast through the login credentials in the Confirmation Email for Physical Meeting and/or Virtual Meeting. Unitholders and Proxyholders will have the opportunity to cast their votes via the live voting feature. Unitholders and Proxyholders must bring a web-browser enabled device in order to cast their vote.
2. Voting via appointing the Chairman of the AGM as Proxy: As an alternative to the above, Unitholders may also vote at the AGM by appointing the Chairman of the AGM as his/her/its proxy to vote on their behalf. Please refer to paragraph 2 above for the manner of submission.

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