(constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))
MINUTES OF PROCEEDINGS OF 14thANNUAL GENERAL MEETINGDate/Time : Tuesday, 29 July 2025 at 2.30 p.m.
Venue : 20 Pasir Panjang Road, Mapletree Business City, Town Hall -Auditorium, Singapore 117439
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, KPMG LLP, the proposed incoming auditor, per attendance records maintained by the Manager
IntroductionMr Wan Kwong Weng, as Joint Company Secretary, announced at 2.30 p.m. that the 14thAnnual General Meeting of MPACT would commence. He introduced himself as the Joint Company Secretary of MPACT Management Ltd., the manager of MPACT (the "Manager").
Mr Wan Kwong Weng proceeded to introduce the Directors and the management of the Manager who were present in person and via web 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; (iii) PricewaterhouseCoopers LLP, the auditor of MPACT (the "Auditor"); and (iv) KPMG LLP, the proposed incoming auditor, were also in attendance.
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").
QuorumChairman 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 of AGMChairman noted that the Unitholders would have received printed copies of the Notice of AGM dated 27 June 2025, which was also published on the website of MPACT and made available on SGXNET.
The Notice of AGM which was flashed on the screen was taken as read.
Presentation by ManagementBefore the poll was conducted, Chairman invited Ms Janica Tan, the Chief Financial Officer ("CFO"), and Ms Sharon Lim, the Chief Executive Officer ("CEO") of the Manager, to give Unitholders a brief overview on the financial year ended 31 March 2025. A copy of the management presentation had been uploaded onto SGXNET prior to the Meeting.
Following the management presentation, the conduct of the Meeting was handed back to the Chairman.
Questions and Answer SegmentChairman thanked Unitholders for submitting questions in advance of the AGM. He added that the Manager had published its responses to these questions on MPACT's website and SGXNET.
Before inviting questions from the floor, Chairman shared that the Manager recognised that MPACT's overseas portfolio has been facing challenging market conditions abroad. Issues such as persistent geopolitical tensions and global economic instability, slow recovery of China post-Covid, elevated interest rates and inflationary pressures, single-tenant issues faced by the Makuhari assets, and unfavourable foreign exchange impact as SGD strengthened against JPY, RMB and HKD, had impacted MPACT's performance. On a positive note, interest rates have started to trend lower. However, there would be a lagging impact as the portfolio is majority funded on a fixed rate basis which would mature only gradually and be replaced by funding at lower rates.
In Hong Kong, the overall retail sector has been affected by shifts in consumption patterns, including currency-driven outbound travel and cross-border spending by local residents, further compounded by reduced spending by overseas visitors including those from Mainland China.
While some challenges were anticipated and appropriate measures had been taken to address them, issues such as the persistent geopolitical tensions could not have been reasonably foreseen and they have impacted performance across various real estate markets, including our portfolio.
Nonetheless, the Manager will continue to take proactive steps to navigate current market conditions, focusing on four key areas to achieve our long-term objectives:
(i) operational excellence to ensure occupancy, tenant mix optimization and implementing value-adding asset enhancement initiatives ("AEIs"); (ii) prudent
and disciplined capital management to maintain financial flexibility; (iii) strengthening core asset performance with emphasis on Singapore, our core market; and (iv) strategic transactions where decisions would always be made in the context of long-term sustainable performance and value creation.
Chairman then invited questions from the floor and reminded Unitholders that questions relating to the 1stQuarter FY2025/26 financial results of MPACT, which were scheduled for release after the close of trading hours on 30 July 2025, would not be entertained. He requested Unitholders to limit themselves to a reasonable number and length of questions and to matters that were relevant to the agenda of the Meeting.
Mr M P Sabnani (Unitholder) commented that since the merger with Mapletree North Asia Commercial Trust, MPACT's performance has been primarily driven by the performance of the Singapore assets whilst the overseas assets have been a drag. He added that the valuation of the overseas portfolio was also lower as compared to the purchase price during the merger. He raised the following questions:
The Manager's strategy to improve MPACT's results, and if the Manager needs to relook at the "4R" Asset and Capital Management Strategy; and
If the current Distribution Per Unit ("DPU") level could be sustained.
Chaiman shared that the strategic rationale for the merger was to provide immediate access to key Asian gateway markets as a ready platform for growth. The unitholders of Mapletree Commercial Trust then had voted in favour of the merger at the Extraordinary General Meeting held on 23 May 2022, based on their own judgements. While acknowledging that MPACT's overseas portfolio is facing challenging conditions, Chairman maintained that positioning in these key gateway cities remains strategically sound. The Manager continues to be focused on executing the "4R" Strategy - Recharge, Refocus, Reconstitute and Resilience - as articulated during the merger, to navigate current market conditions while positioning for long-term value creation.
On the future DPU performance, Chairman informed that the Manager would not be able to provide specific forward-looking statements. The Manager's strategic priorities to drive performance continue to focus on maintaining healthy occupancy, reinforcing MPACT's financial flexibility and identifying portfolio optimisation opportunities.
Mr YS Lin (Unitholder) raised the following questions:
If the Board had considered reducing its overseas exposure through a REIT listing in the China stock market ("C-REIT");
If the Nominating and Remuneration Committee ("NRC") could include strategic divestments as part of the Key Performance Indicators ("KPIs") to improve MPACT's performance;
The status of HarbourFront Centre and its impact on VivoCity; and
The outlook on the average cost of debt in one year's time.
On question (i), Chairman shared that the Manager actively evaluates capital recycling opportunities based on MPACT's long-term objectives and will not rule out any available options. The CEO added that offices are currently not allowed as an asset class for C-REIT listing and hence it is not a viable option. Nonetheless, the Manager will continue to evaluate all options.
On question (ii), Chairman shared that the Manager's remuneration policy covers fairly extensive KPIs that ensure alignment of interests with Unitholders, including a component based on the achievement of MPACT's Total Shareholder Return targets.
On question (iii), the CEO informed that she was not privy to the status of the HarbourFront Centre beyond what has been published publicly, as the property was not part of MPACT.
On question (iv), the CFO shared that the all-in cost of debt for FY24/25 was 3.51% p.a.. If the market remains at current levels, there should be further improvement when the interest rate swaps progressively mature and the Manager refinances these interest rate swaps at lower rates.
Mr HC Lim (Unitholder) raised the following queries:
How many more AEIs can be carried out at VivoCity and the mall's future growth plans;
Noting that artificial intelligence has disrupted many businesses and tech companies globally have been affected by current geopolitical tensions, whether a decline in occupancy was to be expected for Mapletree Business City ("MBC"), specifically if Google would be reducing their space.
In response to query (i), the CEO shared that VivoCity has achieved double-digit rental reversions for two consecutive years, which is not commonly seen in other developments. There remains potential for AEIs at VivoCity as there is Gross Floor Area ("GFA") to be utilised. However, the CEO emphasised the need to be mindful when planning future AEIs as construction costs have been rising. She added that the Greater Southern Waterfront redevelopment masterplan by the Singapore government will provide long-term opportunities benefitting VivoCity, as it is expected to introduce new residential units with none to little retail space into the vicinity of VivoCity.
On query (ii), the CEO shared that Google remains a significant tenant for MBC. Only a small portion of Google's lease space was not renewed upon expiry and marketing remains underway to finding replacement tenants. Given MBC's location, specifications and amenities, the property remains well-positioned as a cost-effective alternative for tenants who do not require a CBD presence.
Mr KJ Lum (Unitholder) noted the increasing trend of cross-border spending in Shenzhen. For Festival Walk, he observed that although footfall had increased, tenant sales had declined. He sought the Manager's insight on Festival Walk's rental reversion outlook despite its high occupancy rate. He also requested an update on mBAY Point Makuhari ("MBP") and Makuhari Bay Tower ("MBT").
Chairman shared that Festival Walk used to be a destination shopping mall. However, due to changes in consumer behaviour and macro factors affecting Hong Kong, the mall's performance has come under some pressure. Nonetheless,
the Festival Walk team has been actively implementing initiatives to drive performance and boost footfall. The Hong Kong government has also implemented various initiatives to revitalise the economy, including promoting tertiary education for overseas students and attracting foreign investors.
On MBP, the CEO shared that NTT Urban Development's lease expired on 31 March 2024. Notwithstanding this, various NTT Group entities and third-party tenants continue to remain as tenants. The committed occupancy of MBP was 74.6% as at 31 March 2025. Meanwhile, Seiko Instruments Inc.'s lease at MBT expired on 30 June 2024, prompting conversion from single-tenancy to multi-tenancy. The CEO highlighted that the combined contribution of the three Makuhari assets to MPACT's total NPI is relatively modest and hence the financial impact is well-contained.
Ms WW Lay (Unitholder) noted that Fujitsu Limited at Fujitsu Makuhari Building ("FJM") would not be renewing its lease. She inquired about the Manager's strategy to tackle the localised market challenges faced by the assets in Makuhari, Chiba. The CEO shared that the non-renewal of Fujitsu Limited's lease had been reflected in the 30 September 2024 interim valuation. The Manager has a multi-pronged strategy to address these challenges, including active leasing efforts to improve the occupancy of MBT as well as exploring redevelopment plans although the redevelopment plans are considered a long shot.
As there were no further questions, Chairman closed this segment and proceeded with the rest of the meeting.
Conduct of VotingChairman informed that there were four Ordinary Resolutions ("Resolutions") to be decided at the AGM and a summary of such Resolutions were flashed on the screen. He explained that each of Ordinary Resolution 1, 2, 3 and 4 had to be carried by the affirmative votes of more than 50% of the total votes cast.
Chairman informed that 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. He also informed Unitholders that those who had not submitted any proxy form may cast their votes using the handheld devices which were issued during registration.
Chairman informed Unitholders that Impetus Corporate Solutions 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. A video on voting via the wireless handheld devices was shown.
As Ordinary BusinessChairman then proceeded to introduce each of the Resolutions.
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