This Appendix is circulated to holders of units in Mapletree Logistics Trust ("MLT", the units in MLT, "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 Monday, 21 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 5 July 2004 (as amended))
Managed by
MAPLETREE LOGISTICS TRUST MANAGEMENT LTD.(Company Registration No. 200500947N)
APPENDIX TO UNITHOLDERS IN RELATION TO: THE PROPOSED RENEWAL OF THE UNIT BUY-BACK MANDATETABLE OF CONTENTS
PageIntroduction 3
The Proposed Renewal of the Unit Buy-Back Mandate 4
Interests of Directors and Substantial Unitholders 11
Directors' Recommendations 12
Directors' Responsibility Statement 12
Document on Display 12
(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 5 July 2004 (as amended))
Directors of the Manager Registered OfficeMr Lee Chong Kwee (Non-Executive Chairman and Director) Mr Loh Shai Weng (Lead Independent Non-Executive Director) Mr Lim Joo Boon (Independent Non-Executive Director)
Mr Ching Wei Hong (Independent Non-Executive Director) Ms Judy Lee (Independent Non-Executive Director)
Ms Lim Mei (Independent Non-Executive Director)
Mr Tan Wah Yeow (Independent Non-Executive Director) Mr Goh Chye Boon (Non-Executive Director)
Ms Wendy Koh Mui Ai (Non-Executive Director) Mr Wong Mun Hoong (Non-Executive Director)
Ms Jean Kam Sok Kam (Executive Director and Chief Executive Officer)
10 Pasir Panjang Road,
#13-01 Mapletree Business City Singapore 117438
20 June 2025
To: Unitholders of MLT Dear Sir/Madam
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INTRODUCTION
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Summary
Mapletree Logistics Trust Management Ltd., as manager of MLT (the "Manager"), refers to the proposed Ordinary Resolution 4 ("Resolution 4") under the "As Special Business" section of the notice dated 20 June 2025 convening the AGM of MLT to be held at 20 Pasir Panjang Road, Mapletree Business City, Town Hall - Auditorium, Singapore 117439 on Monday, 21 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 MLT without the prior specific approval of the Unitholders in a general meeting was approved by Unitholders at the annual general meeting of MLT that was held on 17 July 2024, and such mandate expires on 21 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").
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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.
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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 MLT dated 5 July 2004 (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.
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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.
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Summary
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THE PROPOSED RENEWAL OF THE UNIT BUY-BACK MANDATE
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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 MLT 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:
Enhanced Capital Efficiency: the Unit Buy-Back Mandate would serve as a flexible and cost-effective capital management tool to allocate capital and enhance returns for Unitholders by improving DPU for Unitholders and/ or the NAV per Unit; and
Stabilisation of Unit Prices: the Unit Buy-Back Mandate, when exercised at appropriate times, would allow the Manager to mitigate short-term market volatility and counter the effects of short-term speculative trading of the Units. This would support a more stable market price for the Units and bolster market confidence in MLT.
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 MLT and the Unitholders.
Rule 723 of the Listing Manual requires MLT 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 66.42% 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.
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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:
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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 AGM.1
FOR ILLUSTRATIVE PURPOSES ONLY: On the basis of 5,075,148,796 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 253,757,439 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). -
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:
the date on which the next annual general meeting of MLT is held;
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, MLT does not hold any treasury units and there are no subsidiary holdings as none of the subsidiaries of MLT hold any Units. There is also only one class of units in MLT.
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THE PROPOSED RENEWAL OF THE UNIT BUY-BACK MANDATE (CONTINUED)
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Authority and Limits on the Unit Buy-Back Mandate (continued)
- Duration of Authority (continued)
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Authority and Limits on the Unit Buy-Back Mandate (continued)
the date by which the next annual general meeting of MLT is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or
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,
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Maximum Limit
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Rationale for the Unit Buy-Back Mandate
(the "Mandate Duration").
Under the Trust Deed and the prevailing laws and regulations of Singapore, MLT is required to convene an annual general meeting of Unitholders once every calendar year and not more than 15 months after the holding of the last preceding annual general meeting, and in any case within four months from the financial year end of MLT.
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.
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Manner of Repurchase
Repurchases of Units may be made by way of:
market repurchase(s) ("Market Repurchases"); and/or
off-market repurchase(s) ("Off-Market Repurchases").
Market Repurchases refer to repurchases of Units by the Manager effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, through one or more duly licensed stockbrokers appointed by the Manager for the purpose.
Off-Market Repurchases refer to repurchases of Units by the Manager (which are not Market Repurchases) made under an equal access scheme or schemes for the repurchase of Units from Unitholders in accordance with the Trust Deed. In this regard, an Off-Market Repurchase must satisfy all the following conditions:
offers for the repurchase or acquisition of Units shall be made to every person who holds Units to repurchase or acquire the same percentage of their Units;
all of the above-mentioned persons shall be given a reasonable opportunity to accept the offers made to them; and
the terms of all the offers shall be the same, except that there shall be disregarded:
differences in consideration attributable to the fact that offers may relate to Units with different accrued distribution entitlements;
differences in consideration attributable to the fact that the offers may relate to Units with different amounts remaining unpaid; and
differences in the offers introduced solely to ensure that each Unitholder is left with a whole number of Units.
