Mapletree Industrial TrustSGX: ME8U

Appendix B in relation to the Proposed Renewal of the Unit Buy-Back Mandate

· Issued by Mapletree Industrial Trust

APPENDIX B DATED 25 JUNE 2025

THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Appendix is circulated to holders of units in Mapletree Industrial Trust ("MIT", the units in MIT, "Units", and the holders of Units, "Unitholders"). Its purpose is to provide the Unitholders with information on the proposed renewal of the Unit Buy-Back Mandate (as defined herein) (Ordinary Resolution 4) to be tabled at the annual general meeting of Unitholders to be convened and held at 20 Pasir Panjang Road, Mapletree Business City, Town Hall - Auditorium, Singapore 117439 on Friday, 25 July 2025 at 2.30 p.m. ("AGM").

Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Appendix. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your Units, you should immediately forward this Appendix, together with the notice of annual general meeting convening the AGM (the "Notice of Annual General Meeting") and the accompanying Proxy Form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.





(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 29 January 2008 (as amended))

Managed by

MAPLETREE INDUSTRIAL TRUST MANAGEMENT LTD.

(Company Registration No. 201015667D)

APPENDIX TO UNITHOLDERS IN RELATION TO:

THE PROPOSED RENEWAL OF THE UNIT BUY-BACK MANDATE

TABLE OF CONTENTS

Page

  1. Introduction 1

  2. The Proposed Renewal of the Unit Buy-Back Mandate 2

  3. Interests of Directors and Substantial Unitholders 9

  4. Directors' Recommendations 10

  5. Directors' Responsibility Statement 10

  6. Document on Display 11

IMPORTANT NOTICE 12

GLOSSARY 13





(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 29 January 2008 (as amended))

Directors of the Manager Registered Office

Mr Cheah Kim Teck (Non-Executive Chairman and Director)

Mr Andrew Chong Yang Hsueh (Lead Independent Non-Executive Director) Mr Pok Soy Yoong (Independent Non-Executive Director)

Ms Chan Chia Lin (Independent Non-Executive Director)

Mr Guy Daniel Harvey-Samuel (Independent Non-Executive Director) Dr Andrew Lee Tong Kin (Independent Non-Executive Director)

Mr William Toh Thiam Siew (Independent Non-Executive Director) Ms Noorsurainah Tengah (Independent Non-Executive Director) Mrs Eng-Kwok Seat Moey (Independent Non-Executive Director) Mr Chua Tiow Chye (Non-Executive Director)

Ms Wendy Koh Mui Ai (Non-Executive Director)

Ms Ler Lily (Executive Director and Chief Executive Officer) To: Unitholders of MIT

Dear Sir/Madam

  1. INTRODUCTION

    1. Summary

      10 Pasir Panjang Road,

      #13-01 Mapletree Business City Singapore 117438

      25 June 2025

      Mapletree Industrial Trust Management Ltd., as manager of MIT (the "Manager"), refers to the proposed Ordinary Resolution 4 ("Resolution 4") under the "As Special Business" section of the notice dated 25 June 2025 convening the AGM of MIT to be held at 20 Pasir Panjang Road, Mapletree Business City, Town Hall - Auditorium, Singapore 117439 on Friday, 25 July 2025 at 2.30 p.m..

      Resolution 4 relates to the proposed renewal of the unit buy-back mandate of the Manager. The Manager's existing mandate to exercise its powers to procure the repurchases of Units for and on behalf of MIT without the prior specific approval of the Unitholders in a general meeting was approved by Unitholders at the annual general meeting of MIT that was held on 18 July 2024, and such mandate expires on 25 July 2025 being the date of the AGM. In this regard, the Manager seeks approval from the Unitholders at the AGM in relation to the renewal of the mandate to exercise its powers to procure the repurchases of Units without the prior specific approval of Unitholders in a general meeting (the "Unit Buy-Back Mandate").

    2. This Appendix

      The purpose of this Appendix is to provide Unitholders with information relating to the above proposal which will be tabled at the AGM.

    3. Advice to Unitholders

      Unitholders should note that by voting in favour of the resolution relating to the proposed renewal of the Unit Buy-Back Mandate, they will be renewing the authority of the Manager to procure the repurchases of Units on the terms and conditions set out in paragraph 2 of this Appendix and in accordance with all applicable laws and regulations, including but not limited to the provisions of the trust deed constituting MIT dated 29 January 2008 (as amended) (the "Trust Deed") and the Listing Manual of the SGX-ST (the "Listing Manual").

      (See "The Proposed Renewal of the Unit Buy-Back Mandate" in paragraph 2 of this Appendix for further details.)

      If a Unitholder is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

    4. Singapore Exchange Securities Trading Limited

      The SGX-ST assumes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Appendix.

  2. ‌THE PROPOSED RENEWAL OF THE UNIT BUY-BACK MANDATE

    1. Rationale for the Unit Buy-Back Mandate

      The Manager aims to deliver sustainable returns to Unitholders and achieve long-term stability in distribution per Unit ("DPU") and net asset value ("NAV") per Unit, while maintaining an appropriate capital structure. In alignment with this objective, the approval of the renewal of the Unit Buy-Back Mandate authorising the Manager to repurchase Units for and on behalf of MIT would give the Manager the flexibility to undertake repurchases of Units of up to the 5.0% limit described in paragraph 2.2.1 of this Appendix at any time, during the period when the Unit Buy-Back Mandate is in force ("Unit Buy-Back").

      The rationale for seeking the Unit Buy-Back Mandate is as follows:

      1. Enhanced Capital Efficiency: the Unit Buy-Back Mandate would serve as a flexible and cost-effective capital management tool to allocate capital and enhance long-term returns for Unitholders by improving DPU for Unitholders and/or the NAV per Unit; and

      2. Stabilisation of Unit Prices: the Unit Buy-Back Mandate, when exercised at appropriate times, would allow the Manager to mitigate market volatility and counter the effects of speculative trading of the Units. This would support a more stable market price for the Units and bolster market confidence in MIT.

      While the Unit Buy-Back Mandate would authorise Unit Buy-Backs of up to the said 5.0% limit during the period when the Unit Buy-Back Mandate is in force, Unitholders should note that the Manager may not necessarily repurchase Units and Unit Buy-Backs may not necessarily be carried out to the entire 5.0% limit as authorised by Unitholders.

      Repurchases of Units will be made only when the Manager considers it to be in the best interests of MIT and the Unitholders.

      Rule 723 of the Listing Manual requires MIT to ensure that at least 10.0% of its Units are at all times held by the public (the "Public Float"). As at 30 May 2025, being the latest practicable date prior to the issuance of this Appendix (the "Latest Practicable Date"), the Public Float was approximately 72.40%, and accordingly, the Manager is of the view that the orderly trading and the listing status of the Units on the SGX-ST is not likely to be affected by the Unitholders' approval of the Unit Buy-Back Mandate and the repurchases of Units thereunder.

    2. Authority and Limits on the Unit Buy-Back Mandate

      The authority conferred on the Manager and the limits placed on the repurchases of Units by the Manager under the Unit Buy-Back Mandate are set out below:

      1. ‌Maximum Limit

        The total number of Units which may be repurchased pursuant to the Unit Buy-Back Mandate is limited to that number of Units representing not more than 5.0% of the total number of issued Units as at the date of the AGM1.

        FOR ILLUSTRATIVE PURPOSES ONLY: On the basis of 2,851,726,300 Units in issue as at the Latest Practicable Date, and assuming that no further Units are issued on or prior to the AGM at which the Unit Buy-Back Mandate is approved, not more than 142,586,315 Units (representing 5.0% of the issued Units) may be repurchased by the Manager pursuant to the Unit Buy-Back Mandate during the Mandate Duration (as defined in paragraph 2.2.2 below).

      2. ‌Duration of Authority

        Unless revoked or varied by Unitholders in a general meeting, the Unit Buy-Back Mandate, if approved by Unitholders, will be in force for the period commencing from the date on which the AGM is held and the Unit Buy-Back Mandate is approved and expiring on the earliest of the following dates:

        1. the date on which the next annual general meeting of MIT is held;

        2. the date by which the next annual general meeting of MIT is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or

        3. the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated,

          (the "Mandate Duration").

          Under the Trust Deed and the prevailing laws and regulations of Singapore, MIT is required to convene an annual general meeting of Unitholders once every calendar year and not more than 15 months aher the holding of the last preceding annual general meeting, and in any case within four months from the financial year end of MIT.

          The authority conferred on the Manager under the Unit Buy-Back Mandate to repurchase Units may be renewed at the next annual general meeting of Unitholders. When seeking the approval of Unitholders for any subsequent Unit buy-back mandate, the Manager shall disclose details of each Unit buy-back made during the Mandate Duration in respect of the Unit buy-back mandate immediately preceding such Unit buy-back mandate being sought, including the total number of Units repurchased, the repurchase price per Unit or the highest and lowest prices paid for such repurchases of Units, where relevant, and the total consideration paid for such repurchases.

      3. Manner of Repurchase

        Repurchases of Units may be made by way of:

        1. market repurchase(s) ("Market Repurchases"); and/or

1 Pursuant to Rule 882 of the Listing Manual, a unit buy-back shall not exceed 10.0% of the total number of issued units excluding treasury units and subsidiary holdings in each class as at the date of the resolution passed by unitholders for the unit buy-back. For the avoidance of doubt, MIT does not hold any treasury units and there are no subsidiary holdings as none of the subsidiaries of MIT hold any Units. There is also only one class of units in MIT.

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