Singapore Exchange Ltd. · SGX:S68

Singapore Exchange — Croesus Retail Trust — Merger or Acquisition (September 2017)

13 slides from Singapore Exchange's merger presentation, Sep 13, 2017

1. Slide 1: Scheme Meeting

   Scheme Meeting 13 September 2017

2. Slide 2: Transaction Summary

   Transaction Summary  Cyrus BidCo Pte. Ltd. (the “Offeror”) Offeror – A company incorporated in Singapore by funds managed or advised by affiliates of The Blackstone Group L.P.  Acquisition of all the issued units (the “Units”) in Croesus Retail Trust (“CRT”) by the Offeror, Transaction Structure w

3. Slide 3: Opportunity to Realise Your Investment at a Compelling Price and an Attractive Valuation

   Opportunity to Realise Your Investment at a Compelling Price and an Attractive Valuation Significant Premium to Various Historical Market Prices Scheme Consideration: S$1.17 in cash per Unit 24% 26% 31% 34% 38% 23% 31% 20% 27% S$0.98 S$0.95 S$0.94 S$0.93 S$0.92 S$0.89 S$0.89 S$0.87 S$0.85 Closing Pr

4. Slide 4: Scheme Consideration Exceeds the Highest Closing Price Since IPO

   Opportunity to Realise Your Investment at a Compelling Price and an Attractive Valuation (Cont’d) Scheme Consideration of S$1.17 in Cash per Unit Exceeds the Highest Closing Price Since IPO Unit Price(7) (S$) A B C 1.30 1.20 Scheme Consideration: S$1.17 in cash per Unit Highest Closing Price Since I

5. Slide 5: Premium to Recent Price Targets of All Analysts Covering CRT

   Opportunity to Realise Your Investment at a Compelling Price and an Attractive Valuation (Cont’d) Premium to Recent Price Targets of All Analysts Covering CRT(8) Scheme Consideration: S$1.17 in cash per Unit 2% 8% 17% S$1.15 S$1.08 S$1.00 DBS Vickers Phillip Securities RHB Source: Broker Research. N

6. Slide 6: Opportunity to Exit Your Investment in CRT

   Opportunity to Exit Your Investment in CRT The Historical Trading Liquidity of the Units on the SGX-ST has been Low Average Daily Trading Volume as a Average Daily Trading Volume(9) Percentage of Total Issued Units(10)(11) 12-month period up to and including the 1,333,700 0.17% Last Full Trading Day

7. Slide 7: Scheme Conditions

   Scheme Conditions  The Scheme will require, amongst others, the following approvals: – Amendment of the Trust Deed: Approval of Unitholders holding in aggregate not less than 75% of the voting rights of all Unitholders present and voting in person or by proxy at the Scheme Meeting to approve the Tr

8. Slide 8: IFA Recommendation

   IFA Recommendation Extracted from the IFA letter “Based upon and subject to the foregoing, we are of the opinion that, as at the Latest Practicable Date the terms of the Scheme from a financial point of view are FAIR AND REASONABLE so far as the Unitholders are concerned. Accordingly, we advise the

9. Slide 9: Independent Directors' Recommendation

   Independent Directors’ Recommendation Extracted from the recommendation from the Independent Directors “The Independent Directors, having considered carefully the terms of the Scheme and the advice given by the IFA in the IFA Letter, concur with the recommendation of the IFA in respect of the Scheme

10. Slide 10: Scheme Conditions

    Scheme Conditions Two Conditions to be Met for the Scheme to be Approved by Unitholders at the Scheme Meeting “Head-count” Condition “Unit-count” Condition >50% ≥75% Approval of more than 50% in Approval of at least 75% in value of number of Unitholders present and the Units held by Unitholders voti

11. Slide 11: Possible Outcomes of the Scheme

    Possible Outcomes of the Scheme Possible Outcomes of the Scheme If the Scheme becomes Effective If the Scheme does not become Effective  You will receive S$1.17 in cash per Unit  You will NOT receive the Scheme within seven Business Days from the Consideration for your Units, and you will Effectiv

12. Slide 12: Expected Indicative Timeline

    Expected Indicative Timeline Transaction is expected to be completed by the 4th quarter of 2017 1 3 5 Date and time of Scheme Expected last day for Expected Effective Meeting trading of Units Date(14) 13 September 2017 On or around On or around (10:00 a.m.) 5 October 2017 11 October 2017 On or aroun

13. Slide 13: Disclaimers

    Disclaimers Responsibility Statements Trustee-Manager. The directors of the Trustee-Manager (including any who may have delegated detailed supervision of the preparation of this document) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this document (excl

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