Ca CirCular DateD 24 MarCh 2010 This CirCular is imporTanT...

CirCular DateD 24 MarCh 2010This CirCular is imporTanT and requires your immediaTe aTTenTion.

CirCular to unitholDers in relation to:the Proposed acquisition of Clarke Quay

iMPortant Dates anD tiMes for unitholDers

event Date and time

last date and time for lodgement of proxy Forms

12 April 2010 at 10.30 a.m.

date and time of eGm 14 April 2010 at 10.30 a.m.(or as soon thereafter as the Annual General Meeting of CMT to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned)

place of eGm STI Auditorium168 Robinson RoadLevel 9, Capital TowerSingapore 068912

MANAGED BYCaPitaMall trust ManaGeMent liMiteD

A wholly-owned subsidiary of A member of

independent financial adviser to the independent Directors and audit Committee of CapitaMall trust Management limited

The SGX-ST takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. 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 in CMT, you should immediately forward this Circular, together with the Notice of EGM and the accompanying Proxy Form in this Circular, 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.

Meanings of capitalised terms may be found in the Glossary of this Circular.

Clarke Quay is an integrated food and beverage, entertainment and lifestyle riverfront destination. It is located along the Singapore River and at the fringe of the CBD. It is within walking distance of the Clarke Quay MRT station, making it easily accessible by public transportation.

East West Line

North South Line

North East Line

Circle Line

MRT station

Clarke Quay

Existing Properties

JuronG enTerTainmenT CenTre

loT one shoppers’ mall

Jurong east interchange

Choa Chu Kang station

Bishan interchange

hougang station

sengkang station

tampines station

sembawang station

BukiT panJanG plaza

rivervale mall

houGanG plaza

semBawanG shoppinG CenTre

imm BuildinG

Tampines mall

JunCTion 8

plaza sinGapuraDhoby Ghaut interchange

BuGis JunCTion

Bugis station

The aTrium@orChard

raFFles CiTy sinGaporeCity hall interchange

orChard mrT

CiTy hall mrT

marina Bay mrT

TanJonG paGar mrT

raFFles plaCe mrT

dhoBy GhauT mrT

ChinaTown mrT

ouTram park mrT

TionG Bahru mrT

Central Business district

raFFles CiTy sinGapore

Funan diGiTaliFe mall

plaza sinGapura

BuGis JunCTion

north

Brid

ge r

d

vict

oria

st

raffles ave

raffles Blvd

nicoll highway

Bras Basah rd

stamford rd

Cross st

middle rdBenco

olen

st

sout

h B

ridge

rd

shen

ton

way

robi

nson

rd

Cantonm

ent rd

JalanBukit merah

new B

ridge

rd

river valley rdkim seng r

d

zion rd

Ganges ave

Tiong Bahru rd

orchard rd

orchard Blvd

nathan r

d

delta r

d

Grange rd

Centra

l expressway

Cen

tral e

xpress

way

aye

r r

ajah

exp

ress

way

outram

rd

low

er d

elta

rd

CLARkE QuAY


Clarke quay

somerseT mrT

Clarke quay mrT

river valley rdClarke quay

(Constituted in the Republic of Singaporepursuant to a trust deed dated 29 October 2001 (as amended))

The aTrium@orChard

Ca

Pita

Ma

ll

tr

us

t

Circu

lar dated

24 March

2010 (Clarke Q

uay)

Benefits to unitholders

1. the acquisition fits the Manager’s investment strategy

The Manager believes that the Acquisition at a property yield of approximately 5.9%(1) will be accretive and unitholders will enjoy a higher DPu due to the acquisition of Clarke Quay at a price reflective of the attractive cash flows that it generates. The overall yield accretion resulting from the Acquisition, combined with the proposed debt and/or equity financing plan, is illustrated below.

The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular.

Proposed acquisition of Clarke Quay

CMT is proposing to acquire Clarke Quay. On 9 February 2010, HSBC Institutional Trust Services (Singapore) Limited, as trustee of CMT, entered into a conditional sale and purchase agreement to acquire Clarke Quay, which includes the plant and equipment located at Clarke Quay, at the Purchase Consideration of S$268.0 million.

The total cost of the Acquisition, comprising the Purchase Consideration, the acquisition fee payable to the Manager, as well as the estimated professional and other fees and expenses incurred by CMT in connection with the Acquisition, is estimated to be approximately S$272.7 million.

Method of financing the acquisition

The Manager intends to adopt an optimal financing plan to finance the Acquisition, so as to ensure that the Acquisition will provide overall yield accretion to unitholders. Depending on the market conditions, the Manager may either fully fund the Acquisition through (i) debt financing or (ii) a combination of debt and equity financing.

Overview

forecast DPu (Cents)

assuming the acquisition is fully funded through 100.0% debt financing and CmT’s aggregate leverage is increased to approximately 33.1%

assuming the acquisition is fully funded through a combination of 50.0% debt financing and 50.0% equity financing, at an issue price of s$1.70 per new unit and CmT’s aggregate leverage is increased to approximately 31.3%

The Acquisition is in line with the Manager’s principal investment strategy to invest in quality income-producing real estate and real estate assets so as to deliver stable distributions and sustainable total returns to unitholders.

The Acquisition will also further strengthen CMT’s position as the largest REIT by asset size in Singapore. Following the completion of the Acquisition, the CMT Group’s asset size is expected to increase from approximately S$7.4 billion (as at 31 December 2009) to approximately S$7.6 billion(2).

notes:(1) The property yield is computed by dividing Clarke Quay’s

annualised Net Property Income for the Forecast Period 2010 by the Purchase Consideration of S$268.0 million.

(2) The asset size excludes CMT’s distributable income for the quarter ended 31 December 2009.

scenario a:

scenario B:

9.05

9.05

9.14

9.09

enlarged portfolio

enlarged portfolio

existing portfolio

existing portfolio

shopper traffic at Clarke Quay(number of persons in millions)

10.8

2008 2009

11.0

+0.09

+0.04 Percentage of Portfolio(1) by Gross revenue

79.1%

20.9% 25.1%

74.9%

existing properties (2) enlarged properties (3)

necessity shopping (4) discretionary spending (5)

2. Competitive strengths of Clarke Quay

The Manager believes that Clarke Quay is a popular destination among Singapore residents, expatriates and tourists, as evidenced by its shopper traffic which held up well despite the economic downturn with approximately 11.0 million visitors in 2009, compared to approximately 10.8 million visitors in 2008. The committed occupancy of Clarke Quay as at 31 December 2009 is 94.9% and has been above 90.0% for the past three years following the completion of the repositioning of Clarke Quay in December 2006.

3. segmental Diversification

The Manager believes that the competitive strengths of Clarke Quay will allow CMT to capitalise on the growing lifestyle and entertainment demand in Singapore arising from (i) the expected increase in tourism in Singapore and (ii) the economic recovery and improvement in consumer sentiment. The Acquisition will not significantly change the asset profile of the CMT Group as its Enlarged Properties continue to comprise primarily of retail malls which cater to necessity shopping.

notes: (1) Excludes The Atrium@Orchard which consists primarily of office

space and Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works.

(2) Based on gross revenue for FY2009.(3) Based on gross revenue for FY2009, except for Clarke Quay which

is based on Clarke Quay’s annualised gross revenue for the Forecast Period 2010.

(4) Comprises Tampines Mall, Junction 8, IMM Building, Plaza Singapura, Bugis Junction, Hougang Plaza, Sembawang Shopping Centre, Lot One Shoppers’ Mall, Bukit Panjang Plaza and Rivervale Mall.

(5) Comprises Raffles City Singapore (40.00% interest) and Funan DigitaLife Mall for the Existing Properties. Comprises Raffles City Singapore (40.00% interest), Funan DigitaLife Mall and Clarke Quay for the Enlarged Properties.

The Acquisition will enlarge and diversify CMT’s network of retailers across the different segments of the retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to the different consumer markets in Singapore and allow CMT to capitalise on the expected increase in tourism in Singapore.

4. enhancement of rental revenue

The Manager believes the Acquisition will provide potential for rental upside when leases become due for renewal in the next few years given the growth potential in the Singapore retail, entertainment and tourism market. In addition, the Manager believes that there are opportunities to enhance the rental revenue of Clarke Quay through reconfiguration of lettable area and improvement of the existing tenant mix.

5. income Diversification

The Acquisition is expected to benefit unitholders by improving income diversification and reducing the reliance of the CMT Group’s income stream on any single property. The Manager expects that the maximum contribution to the CMT Group’s Net Property Income by any single property within the CMT Group’s property portfolio will decrease from approximately 15.0% to approximately 14.4% following the Acquisition.

CMT is the first REIT listed on SGX-ST in July 2002. As at 31 December 2009, CMT is also the largest REIT in Singapore by asset size and market capitalisation at approximately S$7.4 billion and S$5.7 billion respectively. CMT has been assigned an “A2” rating by Moody’s. The “A2” rating is the highest rating assigned to a Singapore REIT — see page 18 of this Circular for further details.

CMT owns and invests in quality income-producing assets which are used, or predominantly used, for retail purposes primarily in Singapore. As at 31 December 2009, CMT Group’s portfolio comprised a diverse list of over 2,300 leases with local and international retailers and achieved a committed occupancy of close to 100.0%. CMT Group’s 14 quality retail properties are strategically located in the suburban areas and downtown core of Singapore. CMT also owns an approximately 19.70% stake in CapitaRetail China Trust, the first China shopping mall REIT listed on SGX-ST in December 2006.

Enlarged Properties (Comprising Clarke Quay and the Existing Properties)

The table below sets out selected information on the Enlarged Properties as at 31 December 2009 (unless otherwise indicated).

Clarke Quay Existing Properties Enlarged Properties

Net Lettable Area (sq ft) 294,610 4,542,598(2) 4,837,208(2)

Number of Leases 55 2,304(2) 2,359(2)

Shopper Traffic in 2009 (million)

11.0 214.4(3) 225.4(3)

Valuation (S$ million) 270.0 (CBRE)(1)

268.0 (Knight Frank)(1)

6,920.5(4) 7,188.5(4)(5)

CMT is managed by an external manager, CapitaMall Trust Management Limited, which is a wholly-owned subsidiary of CapitaMalls Asia Limited, one of Asia’s largest listed shopping mall developers, owners and managers.

Notes:(1) As at 3 February 2010.(2) Excludes Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works. Includes Raffles City Singapore as a

whole and not CMT’s 40.00% interest in Raffles City Singapore.(3) Excludes Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works, as well as Hougang Plaza and The

Atrium@Orchard for which figures are not available.(4) Includes CMT’s 40.00% interest in Raffles City Singapore.(5) The valuation for the Enlarged Properties is based on the aggregate of the valuation of the Existing Properties and Knight Frank’s valuation of Clarke

Quay.

First and Largest REIT in Singapore

CAPITAMALL TRUST

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TABLE OF CONTENTS

Page

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

LETTER TO UNITHOLDERS

1. The Proposed Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2. Rationale for the Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3. Details of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4. Method of Proposed Financing and Profit Forecast. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

5. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

6. Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

7. Abstentions from Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

8. Action to be Taken by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9. Directors’ Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

10. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

11. Documents on Display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

APPENDICES

Appendix A Details of Clarke Quay and the Existing Properties . . . . . . . . . . . . . . . . . . . . A-1

Appendix B Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Appendix C Independent Accountants’ Report on the Profit Forecast . . . . . . . . . . . . . . . . C-1

Appendix D Valuation Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

Appendix E Independent Financial Adviser’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

Appendix F Existing Interested Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Appendix G Directors’ and Substantial Unitholders’ Interest . . . . . . . . . . . . . . . . . . . . . . . G-1

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1

PROXY FORM

i

CORPORATE INFORMATION

Directors of CapitaMallTrust ManagementLimited(the manager ofCapitaMall Trust(“CMT”, and themanager of CMT,the “Manager”))

: Mr James Koh Cher Siang (Chairman & Independent Non-ExecutiveDirector)Mr Liew Mun Leong (Deputy Chairman & Non-Executive Director)Mr Ho Chee Hwee Simon (Chief Executive Officer & Executive Director)Mr James Glen Service (Independent Non-Executive Director)Mr David Wong Chin Huat (Independent Non-Executive Director)Mr S. Chandra Das (Independent Non-Executive Director)Mr Kee Teck Koon (Non-Executive Director)Mr Lim Tse Ghow Olivier (Non-Executive Director)Mr Lim Beng Chee (Non-Executive Director)

Registered Office ofthe Manager

: 39 Robinson Road#18-01 Robinson PointSingapore 068911

Trustee of CMT(the “Trustee”)

: HSBC Institutional Trust Services (Singapore) Limited21 Collyer Quay#10-01 HSBC BuildingSingapore 049320

Legal Adviser for theAcquisition and tothe Manager

: Allen & Gledhill LLPOne Marina Boulevard #28-00Singapore 018989

Legal Adviser tothe Trustee

: Shook Lin & Bok LLP1 Robinson Road#18-00 AIA TowerSingapore 048542

Unit Registrar : Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623

Independent FinancialAdviser to theIndependent Directorsand Audit Committee ofthe Manager (the “IFA”)

: ANZ Singapore Limited1 Raffles Place#32-00 OUB CentreSingapore 048616

IndependentAccountants

: KPMG LLP16 Raffles Quay#22-00 Hong Leong BuildingSingapore 048581

Independent Valuers : CB Richard Ellis (Pte) Ltd6 Battery Road #32-01Singapore 049909

Knight Frank Pte Ltd16 Raffles Quay#30-00 Hong Leong BuildingSingapore 048581

ii

SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the full textof this Circular. Meanings of defined terms may be found in the Glossary on pages 25 to 29 of thisCircular.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are dueto rounding.

THE PROPOSED ACQUISITION OF CLARKE QUAY (ORDINARY RESOLUTION)

The Manager seeks approval from the unitholders of CMT (“Unitholders”) for the proposed acquisitionof Clarke Quay which is located at River Valley Road (“Clarke Quay”, and the proposed acquisition ofClarke Quay, the “Acquisition”) at a purchase consideration of S$268.0 million (the “PurchaseConsideration”).

Clarke Quay is an integrated food and beverage, entertainment and lifestyle riverfront destination. It islocated along the Singapore River and at the fringe of Singapore’s Central Business District (“CBD”).It is within walking distance of the Clarke Quay mass rapid transit (“MRT”) station, making it easilyaccessible by public transportation. Clarke Quay has a net lettable area (“NLA”) of approximately294,610 square feet (“sq ft”) as at 31 December 2009.

On 9 February 2010, the Trustee entered into a conditional sale and purchase agreement (the “Saleand Purchase Agreement”) with Clarke Quay Pte Ltd (the “Vendor”) to acquire Clarke Quay (whichincludes the plant and equipment located at Clarke Quay) at the Purchase Consideration of S$268.0million.

The Purchase Consideration was arrived at on a willing-buyer and willing-seller basis after taking intoaccount the independent valuations of Clarke Quay. The Manager has commissioned an independentproperty valuer, CB Richard Ellis (Pte) Ltd (“CBRE”), and the Trustee has commissioned anindependent property valuer, Knight Frank Pte Ltd (“Knight Frank”, together with CBRE, the“Independent Valuers”), to value Clarke Quay. CBRE, in its report dated 3 February 2010, stated thatthe open market value of Clarke Quay is S$270.0 million and Knight Frank, in its report dated 3February 2010, stated that the open market value of Clarke Quay is S$268.0 million.

The total cost of the Acquisition (the “Total Acquisition Cost”) is currently estimated to beapproximately S$272.7 million, comprising:

(i) the Purchase Consideration of S$268.0 million;

(ii) the acquisition fee payable to the Manager for the Acquisition (the “Acquisition Fee”) whichamounts to approximately S$2.7 million; and

(iii) the estimated professional and other fees and expenses incurred by CMT in connection with theAcquisition which amount to approximately S$2.0 million.

As the Acquisition will constitute an “interested party transaction” under the Property Funds Appendixin Appendix 2 of the Code on Collective Investment Schemes (the “Property Funds Appendix”) issuedby the Monetary Authority of Singapore (the “MAS”), the Acquisition Fee will be in the form of units inCMT (“Units”), which shall not be sold within one year from the date of issuance.

1

Interested Person Transaction and Interested Party Transaction in connection with theAcquisition

As at 18 March 2010, being the latest practicable date prior to the printing of this Circular (the “LatestPracticable Date”), CapitaMalls Asia Limited (“CMA”) held an aggregate indirect interest in950,077,146 Units, which is equivalent to approximately 29.87% of the total number of Units then inissue (“Existing Units”), and is therefore regarded as a “controlling Unitholder” of CMT under both theListing Manual of Singapore Exchange Securities Trading Limited (the “SGX-ST”, and the ListingManual of the SGX-ST, the “Listing Manual”) and the Property Funds Appendix1. In addition, as theManager is a wholly-owned subsidiary of CMA, CMA is therefore regarded as a “controllingshareholder” of the Manager under both the Listing Manual and the Property Funds Appendix.

As the Vendor is a wholly-owned subsidiary of CMA, for the purposes of Chapter 9 of the Listing Manualand the Property Funds Appendix, the Vendor (being a subsidiary of a “controlling Unitholder” and a“controlling shareholder” of the Manager) is (for the purposes of the Listing Manual) an “interestedperson” and (for the purposes of the Property Funds Appendix) an “interested party” of CMT.

Therefore, the Acquisition will constitute an “interested person transaction” under Chapter 9 of theListing Manual as well as an “interested party transaction” under the Property Funds Appendix, inrespect of which the approval of Unitholders is required.

(See paragraph 3.3 of the Letter to Unitholders for further details.)

Rationale for the Proposed Acquisition

The Acquisition fits the Manager’s Investment Strategy

The Manager believes that the Acquisition at a property yield of approximately 5.9%2 will be accretiveand Unitholders will enjoy a higher distribution per Unit (“DPU”) due to the acquisition of Clarke Quayat a price reflective of the attractive cash flows that it generates as described in this Circular. (Seeparagraph 2.1 of the Letter to Unitholders for further details regarding the yield accretion resulting fromthe Acquisition.)

The Acquisition is in line with the Manager’s principal investment strategy to invest in qualityincome-producing real estate and real estate assets so as to deliver stable distributions andsustainable total returns to Unitholders. (See paragraph 3 of the Letter to Unitholders for further detailsregarding the financial impact of the Acquisition.)

The Acquisition will also further strengthen CMT’s position as the largest real estate investment trust(“REIT”) by asset size in Singapore. Following the completion of the Acquisition, the CMT Group’s3

asset size is expected to increase from approximately S$7.4 billion (as at 31 December 2009) toapproximately S$7.6 billion4.

1 The Manager has on 18 March 2010 disposed 1,000,000 Units. It should be noted that the Register of Unitholdings wouldnot at the Latest Practicable Date reflect this disposal of Units by the Manager as the disposal is conditional upon completionof settlement. However, for good corporate governance, the unitholdings of CapitaLand Limited and CMA in this Circularreflects this disposal of Units by the Manager.

2 The property yield is computed by dividing Clarke Quay’s annualised Net Property Income (as defined herein) for theForecast Period 2010 (as defined herein) by the Purchase Consideration of S$268.0 million.

3 “CMT Group” means CMT and its subsidiaries.

4 The asset size excludes CMT’s distributable income for the quarter ended 31 December 2009.

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Competitive Strengths of Clarke Quay

Clarke Quay, which is located along the Singapore River and at the fringe of the CBD, is positioned asan integrated food and beverage, entertainment and lifestyle riverfront destination. It is also withinwalking distance of the Clarke Quay MRT station, making it easily accessible by public transportation.

The Manager believes that Clarke Quay is a popular destination among Singapore residents,expatriates and tourists, as evidenced by its shopper traffic which held up well despite the economicdownturn with approximately 11.0 million visitors in 2009, compared to approximately 10.8 millionvisitors in 2008. The committed occupancy of Clarke Quay as at 31 December 2009 is 94.9% and hasbeen above 90.0% for the past three years following the completion of the repositioning of Clarke Quayin December 2006.

Segmental Diversification

The Manager believes that as a result of the competitive strengths of Clarke Quay, CMT will be ableto capitalise on the growing lifestyle and entertainment demand in Singapore arising from (i) theexpected increase in tourism in Singapore (by catering to the increasing tenancy demands arising fromthe Singapore Government’s commitment to grow the tourism industry and the rejuvenation plan for thecity centre area) and (ii) the economic recovery and improvement in consumer sentiment.

The Acquisition will not significantly change the asset profile of the CMT Group as its enlarged portfolioof properties (the “Enlarged Properties”) continues to comprise primarily of retail malls which cater tonecessity shopping.

The Acquisition will enlarge and diversify CMT’s network of retailers across the different segments ofthe retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to the differentconsumer markets in Singapore and allow CMT to capitalise on the expected increase in tourism inSingapore.

Enhancement of Rental Revenue

The Manager believes that there is potential for rental upside when leases become due for renewal inthe next few years given the growth potential in the Singapore retail, entertainment and tourism market.In addition, the Manager believes that there are opportunities to enhance the rental revenue of ClarkeQuay through reconfiguration of lettable area and improvement of the existing tenant mix.

Income Diversification

The Acquisition is expected to benefit Unitholders by improving income diversification and reducing thereliance of CMT Group’s income stream on any single property. The Manager expects that themaximum contribution to CMT Group’s Net Property Income by any single property within the CMTGroup’s property portfolio will decrease from approximately 15.0% to approximately 14.4% followingthe Acquisition.

(See paragraph 2 of the Letter to Unitholders for further details.)

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Method of Financing the Acquisition

The Manager intends to adopt an optimal financing plan to finance the Acquisition, so as to ensure thatthe Acquisition will provide overall yield accretion to Unitholders. Depending on the market conditions,the Manager may either fully fund the Acquisition through (i) debt financing or (ii) a combination of debtand equity financing. The current intention of the Manager is that it is unlikely that the Acquisition willbe fully funded through 100.0% equity financing given that the CMT Group’s Aggregate Leverage1 is30.5% (as at 31 December 2009). (See paragraph 4 of the Letter to Unitholders for further details.)

The table below sets out the change to the CMT Group’s Aggregate Leverage through two differentfunding scenarios purely for illustrative purposes. There is no assurance that the actual financing planwill be similar to either Scenario A or Scenario B.

CMT Group’s Aggregate Leverage

Method of Financing Scenario A:100.0% Debt Financing

Scenario B:50.0% Debt Financing and

50.0% Equity Financing

Before the Acquisition(1) 30.5% 30.5%

After the Acquisition(2) 33.1% 31.3%

Notes:

(1) As at 31 December 2009.

(2) Based on the assumption that the Acquisition was completed on 31 December 2009.

1 The ratio of the value of borrowings and deferred payments (if any) to the value of deposited property of the CMT Group(the “Deposited Property”).

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INDICATIVE TIMETABLE

The timetable for the event which is scheduled to take place after the Extraordinary General Meeting(the “EGM”) is indicative only and is subject to change at the Manager’s absolute discretion.

Event Date and Time

Last date and time for lodgement of Proxy Forms : Monday, 12 April 2010 at 10.30 a.m.

Date and time of the EGM : Wednesday, 14 April 2010 at 10.30 a.m. (or assoon thereafter as the Annual General Meeting ofCMT to be held at 10.00 a.m. on the same day andat the same place is concluded or adjourned)

If the approval for the Acquisition is obtained at the EGM:

Target date for completion of the Acquisition : 1 July 2010 or such other date as may be agreed inwriting between the Trustee and the Vendor

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CAPITAMALL TRUST(Constituted in the Republic of Singapore

pursuant to a trust deed dated 29 October 2001 (as amended) (the “Trust Deed”))

Directors of the Manager Registered Office

Mr James Koh Cher Siang (Chairman & IndependentNon-Executive Director)Mr Liew Mun Leong (Deputy Chairman & Non-Executive Director)Mr Ho Chee Hwee Simon (Chief Executive Officer & Executive Director)Mr James Glen Service (Independent Non-Executive Director)Mr David Wong Chin Huat (Independent Non-Executive Director)Mr S. Chandra Das (Independent Non-Executive Director)Mr Kee Teck Koon (Non-Executive Director)Mr Lim Tse Ghow Olivier (Non-Executive Director)Mr Lim Beng Chee (Non-Executive Director)

39 Robinson Road#18-01 Robinson PointSingapore 068911

24 March 2010

To: Unitholders of CapitaMall Trust

Dear Sir/Madam

1. THE PROPOSED ACQUISITION

1.1 Description of Clarke Quay

Clarke Quay is an integrated food and beverage, entertainment and lifestyle riverfront destination.It is located along the Singapore River and at the fringe of the CBD. It is within walking distanceof the Clarke Quay MRT station, making it easily accessible by public transportation. Clarke Quayhas a NLA of approximately 294,610 sq ft as at 31 December 2009.

(See Appendix A of this Circular for further details about Clarke Quay.)

1.2 Details of the Acquisition

On 9 February 2010, the Trustee entered into the Sale and Purchase Agreement with the Vendorto acquire Clarke Quay at the Purchase Consideration of S$268.0 million which was arrived at ona willing-buyer and willing-seller basis after taking into account the independent valuations ofClarke Quay. The Manager has commissioned an independent property valuer, CBRE, and theTrustee has commissioned an independent property valuer, Knight Frank, to value Clarke Quay.CBRE, in its report dated 3 February 2010, stated that the open market value of Clarke Quay isS$270.0 million and Knight Frank, in its report dated 3 February 2010, stated that the open marketvalue of Clarke Quay is S$268.0 million.

The principal terms of the Sale and Purchase Agreement include, among others, the followingconditions precedent:

(i) the approval of the President of the Republic of Singapore (the “Head Lessor”) for the saleof Clarke Quay by the Vendor to the Trustee;

(ii) the approval of the Head Lessor for (a) the mortgage and/or charge of Clarke Quay by theTrustee and (b) the entry into by the Trustee of leases and/or licences in respect of ClarkeQuay or any part(s) thereof; and

(iii) the approval of Unitholders for the Acquisition.

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The Trustee undertakes to take all steps within its power to convene the EGM for the purpose ofseeking the approval of Unitholders for the Acquisition. As at the Latest Practicable Date, theconditions precedent set out in paragraphs 1.2(i) and (ii) above have been fulfilled.

If the conditions precedent are not obtained by 15 June 2010 (or such other date as the Trusteeand the Vendor may agree in writing), the Trustee or the Vendor may by notice in writing to theother party terminate the Sale and Purchase Agreement.

1.3 Estimated Acquisition Cost

The current estimated Total Acquisition Cost is approximately S$272.7 million, comprising:

(i) the Purchase Consideration of S$268.0 million;

(ii) the Acquisition Fee payable to the Manager which amounts to approximately S$2.7 million;and

(iii) the estimated professional and other fees and expenses incurred by CMT in connection withthe Acquisition which amount to approximately S$2.0 million.

As the Acquisition will constitute an “interested party transaction” under the Property FundsAppendix, the Acquisition Fee payable to the Manager will be in the form of Units, which shall notbe sold within one year from the date of issuance. Apart from the Acquisition Fee which will bepaid in the form of Units, the rest of the Total Acquisition Cost will be paid in cash. The AcquisitionFee will be payable as soon as practicable after the completion of the Acquisition.

2. RATIONALE FOR THE ACQUISITION

2.1 The Acquisition fits the Manager’s Investment Strategy

The Manager believes that the Acquisition at a property yield of approximately 5.9%1 will beaccretive and Unitholders will enjoy a higher DPU due to the acquisition of Clarke Quay at a pricereflective of the attractive cash flows that it generates as described in this Circular.

To illustrate the overall yield accretion resulting from the Acquisition, combined with the proposeddebt and equity financing plan, the tables below show CMT’s forecast DPU in relation to theExisting Portfolio (as defined herein) and the Enlarged Portfolio (as defined herein) based on thefollowing circumstances:

(i) Scenario A: where the Acquisition is fully funded through 100.0% debt financing; and

(ii) Scenario B: where the Acquisition is fully funded through a combination of 50.0% debtfinancing and 50.0% equity financing.

The current intention of the Manager is that it is unlikely that the Acquisition will be fully fundedthrough 100.0% equity financing given that the CMT Group’s Aggregate Leverage is 30.5% (as at31 December 2009).

The forecast on the tables below must be read together with the detailed Profit Forecast inAppendix B of this Circular, and the Independent Accountants’ Report on the Profit Forecast inAppendix C of this Circular.

1 The property yield is computed by dividing Clarke Quay’s annualised Net Property Income for the Forecast Period 2010 bythe Purchase Consideration of S$268.0 million.

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Scenario A

Forecast Period 2010

Existing Portfolio Enlarged Portfolio

DPU (cents) 9.05 9.14

Increase over Existing Portfolio 1.0%

Scenario B

Issue Price perNew Unit

Forecast Period 2010

Existing Portfolio Enlarged Portfolio

S$1.60DPU (cents) 9.05 9.07


S$1.70DPU (cents) 9.05 9.09


S$1.80DPU (cents) 9.05 9.11


The Acquisition is in line with the Manager’s principal investment strategy to invest in qualityincome-producing real estate and real estate assets so as to deliver stable distributions andsustainable total returns to Unitholders. (See paragraph 3 of the Letter to Unitholders for furtherdetails regarding the financial impact of the Acquisition.)

The Acquisition will also further strengthen CMT’s position as the largest REIT by asset size inSingapore. Following the completion of the Acquisition, the CMT Group’s asset size is expectedto increase from approximately S$7.4 billion (as at 31 December 2009) to approximately S$7.6billion1.

1 The asset size excludes CMT’s distributable income for the quarter ended 31 December 2009.

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2.2 Competitive Strengths of Clarke Quay

Clarke Quay, which is located along the Singapore River and at the fringe of the CBD, ispositioned as an integrated food and beverage, entertainment and lifestyle riverfront destination.It is also within walking distance of the Clarke Quay MRT station, making it easily accessible bypublic transportation.

The Manager believes that Clarke Quay is a popular destination among Singapore residents,expatriates and tourists, as evidenced by its shopper traffic which held up well despite theeconomic downturn with approximately 11.0 million visitors in 2009, compared to approximately10.8 million visitors in 2008 — see chart below. Based on an independent survey commissionedby the Vendor, more than 40.0% of visitors to Clarke Quay are tourists. The committed occupancyof Clarke Quay as at 31 December 2009 is 94.9% and has been above 90.0% for the past threeyears following the completion of the repositioning of Clarke Quay in December 2006.

Shopper Traffic at Clarke Quay(Number of persons in millions)

10.8 11.0

20092008

(See Appendix A of this Circular for more details about Clarke Quay and the Existing Properties(as defined herein).)

2.3 Segmental Diversification

The Manager believes that as a result of the competitive strengths of Clarke Quay, CMT will beable to capitalise on the growing lifestyle and entertainment demand in Singapore arising from:

(i) the expected increase in tourism in Singapore (by catering to the increasing tenancydemands arising from the Singapore Government’s commitment to grow the tourism industryand the rejuvenation plan for the city centre area) — the Singapore Tourism Board has on5 March 2010 announced that its forecast for tourist arrivals to Singapore in 2010 is between11.5 million to 12.5 million tourist arrivals1. There were 9.7 million tourist arrivals toSingapore in 20091; and

1 Source: Singapore Tourism Board media release on 5 March 2010 (in relation to the 2010 tourist arrival forecast) and factsheet dated 9 February 2010 (in relation to the 2009 tourist arrivals). The Singapore Tourism Board has not provided itsconsent and is therefore not liable for such information. While the Manager has taken reasonable action to ensure that thisinformation has been reproduced in its proper form and context, and that it has been extracted accurately and fairly, neitherthe Manager nor any other party has conducted an independent review of, nor verified the accuracy of, such information.

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(ii) the economic recovery and improvement in consumer sentiment — the Ministry of Trade andIndustry announced on 19 February 2010 that it expects the Singapore economy to grow by4.5% to 6.5% in 2010, being an upgrade from its earlier forecast of 3.0% to 5.0%1.

The Acquisition will not significantly change the asset profile of the CMT Group as its EnlargedProperties continue to comprise primarily of retail malls which cater to necessity shopping.

Percentage of Portfolio(1) by Gross Revenue

Existing Properties(2) Enlarged Properties(3)

Necessity Shopping(4) Discretionary Spending(5)

79.1%

20.9%

74.9%

25.1%

Notes:

(1) Excludes The Atrium@Orchard which consists primarily of office space and Jurong Entertainment Centre which hasceased operations in preparation for asset enhancement works.

(2) Based on gross revenue for FY2009.

(3) Based on gross revenue for FY2009, except for Clarke Quay which is based on Clarke Quay’s annualised grossrevenue for the Forecast Period 2010.

(4) Comprises Tampines Mall, Junction 8, IMM Building, Plaza Singapura, Bugis Junction, Hougang Plaza, SembawangShopping Centre, Lot One Shoppers’ Mall, Bukit Panjang Plaza and Rivervale Mall.

(5) Comprises Raffles City Singapore (40.00% interest) and Funan DigitaLife Mall for the Existing Properties. ComprisesRaffles City Singapore (40.00% interest), Funan DigitaLife Mall and Clarke Quay for the Enlarged Properties.

The Acquisition will enlarge and diversify CMT’s network of retailers across the different segmentsof the retail market, and concurrently strengthen CMT’s portfolio of retail malls catering to thedifferent consumer markets in Singapore and allow CMT to capitalise on the expected increasein tourism in Singapore.

The Existing Properties are strategically located and well spread out across the eastern, centraland western suburban areas of Singapore, as well as the CBD. The table below sets out thelocations of the Existing Properties and their target positioning.

1 Source: Ministry of Trade and Industry press release dated 19 February 2010. The Ministry of Trade and Industry Singaporehas not provided its consent and is therefore not liable for such information. While the Manager has taken reasonable actionto ensure that this information has been reproduced in its proper form and context, and that it has been extracted accuratelyand fairly, neither the Manager nor any other party has conducted an independent review of, nor verified the accuracy of,such information.

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Property Description

Tampines Mall Tampines Mall, located in the densely populated residential area ofTampines, is one of Singapore’s leading suburban malls. TampinesMall offers a varied mix of shopping, dining and entertainment optionsfor middle-income consumers living and working around theTampines regional centre.

Junction 8 Junction 8 is located in the densely populated residential area ofBishan. It is a one-stop shopping, dining and entertainmentdestination catering to the needs of residents from the surroundinghousing estates, office workers in the area and students from nearbyschools.

Funan DigitaLife Mall Funan DigitaLife Mall is situated in an excellent location in thedowntown core and tourist belt of Singapore. Together with a uniquemix of reputable retailers that offer genuine products and qualitycustomer service, Funan DigitaLife Mall is one of Singapore’s choicedestinations for information technology, gaming, digital and lifestyleproducts. The mall attracts many professionals, managers,executives, businessmen (“PMEBs”) and tourists.

IMM Building IMM Building is located in the western part of Singapore. Besides itsproximity to the surrounding residential estates, IMM Building is closeto major office and industrial developments like the InternationalBusiness Park and JTC Summit. Together with its five distinct retailclusters, including home furnishing, information technology andappliances, children, fashion as well as food and beverage, IMMBuilding is uniquely positioned to cater to both the needs of PMEBsand families.

Plaza Singapura Plaza Singapura is located along Orchard Road, Singapore’s mainshopping street. The mall’s broad-based positioning, coupled with itsstrong focus on basic consumer goods and services, differentiatesitself from other malls along Orchard Road, and allows it to attract awide range of shoppers — families, youths and working adults —from all over Singapore.

Bugis Junction Bugis Junction is located in the heart of Singapore’s Civic andCultural District. In line with its close proximity to the SingaporeManagement University, LASALLE College of the Arts and School ofthe Arts, Bugis Junction is positioned as a modern fashion, dining,and entertainment destination mall targeted at young adults andPMEBs.

Sembawang ShoppingCentre

Sembawang Shopping Centre is situated in close proximity to theYishun and Sembawang MRT stations. With its positioning as aone-stop family-oriented necessity shopping destination, the malltargets to serve residents from the surrounding estates, uniformedpersonnel from nearby military camps, as well as workers from theneighbouring industrial parks.

Jurong Entertainment Centre Jurong Entertainment Centre is situated in the heart of Jurong LakeDistrict. Asset enhancement works have commenced and aretargeted to be completed in the first quarter of 2012. Whencompleted, the mall will boast more than 200,000 sq ft of NLA and willhouse an Olympic-sized ice-skating rink.

Hougang Plaza Hougang Plaza is strategically located in Hougang Central. HougangPlaza is positioned as a neighbourhood mall catering to the basicshopping and entertainment needs of the residents in the vicinity.

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Property Description

40.00% interest in RafflesCity Singapore

Raffles City Singapore is a large integrated development inSingapore. It is located in the downtown core at the fringe of CBD.The mall is directly connected to City Hall MRT interchange station,and its connectivity will be further enhanced with the opening of a linkfrom basement 2 to the upcoming Esplanade MRT station which isexpected to take place by the third quarter of 2010.

Lot One Shoppers’ Mall(1) Lot One Shoppers’ Mall is situated in the heart of Choa Chu Kanghousing estate. The mall enjoys a large shopper catchment,comprising residents in Choa Chu Kang, Bukit Panjang, Bukit Batokand Upper Bukit Timah precincts, uniformed personnel from militarycamps in the vicinity as well as students from nearby schools.

Bukit Panjang Plaza(1) Bukit Panjang Plaza is located in the high-density residential area ofBukit Panjang New Town, in the north-western region of Singapore.Besides the surrounding estates of Bukit Panjang, Cashew Park,Chestnut Drive and Hillview, the mall also caters to families andresidents in Teck Whye, Choa Chu Kang and Upper Bukit Timahprecincts.

Rivervale Mall(1) Rivervale Mall is located at the junction of Rivervale Drive andRivervale Crescent in Sengkang New Town. With its accessiblelocation, the mall is a popular and convenient shopping destination forresidents living in the vicinity.

The Atrium@Orchard The Atrium@Orchard is currently a mixed-use developmentcomprising two Grade A office towers and ground floor retail space.The development enjoys direct connectivity to the Dhoby Ghaut MRTinterchange station, which connects three main train lines, includingthe upcoming Circle Line MRT which is expected to commenceoperations in 2010.

Note:

(1) On 1 January 2010, following an internal restructuring exercise (the “CRS Restructuring”), Lot One Shoppers’ Mall,90 out of 91 strata lots in Bukit Panjang Plaza and Rivervale Mall (the “CRS Properties”) are now held directly byCMT. Prior to the CRS Restructuring, CMT held 100.00% of the beneficial interest in the property portfolio ofCapitaRetail Singapore Limited which comprised the CRS Properties.

2.4 Enhancement of Rental Revenue

When the repositioning of Clarke Quay was completed in December 2006, some leases wereentered into at below market rent due to the lack of an established track record of operations then.Recent lease renewals at Clarke Quay have achieved rental increase over the preceding rents.

As at 31 December 2009, the average monthly gross rental rate of Clarke Quay is approximatelyS$6.98 per sq ft. The Manager believes that there is potential for rental upside when leasesbecome due for renewal in the next few years given the growth potential in the Singapore retail,entertainment and tourism market. In addition, the Manager believes that there are opportunitiesto enhance the rental revenue of Clarke Quay through reconfiguration of lettable area andimprovement of the existing tenant mix.

2.5 Income Diversification

The Acquisition is expected to benefit Unitholders by improving income diversification andreducing the reliance of the CMT Group’s income stream on any single property. The Managerexpects that the maximum contribution to the CMT Group’s Net Property Income by any singleproperty within the CMT Group’s property portfolio will decrease from approximately 15.0% toapproximately 14.4% following the Acquisition.

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Existing Properties(1) Enlarged Properties(1)

Tampines Mall 12.1% 11.6%

Junction 8 8.8% 8.4%

Funan DigitaLife Mall 5.2% 5.0%

IMM Building 13.0% 12.5%

Plaza Singapura 14.5% 14.0%

Bugis Junction 12.4% 11.9%

The Atrium@Orchard 5.6% 5.4%

Sembawang Shopping Centre, Hougang Plazaand Jurong Entertainment Centre

1.8% 1.7%

40.00% interest in Raffles City Singapore 15.0% 14.4%

Lot One Shoppers’ Mall, Bukit Panjang Plazaand Rivervale Mall

11.6% 11.1%

Clarke Quay 4.0%

Total 100.0% 100.0%

Note:

(1) Based on Net Property Income for FY2009, except for Clarke Quay which is based on Clarke Quay’s annualised NetProperty Income for the Forecast Period 2010.

3. DETAILS OF THE ACQUISITION

3.1 Certain Financial Information Relating to the Acquisition

The following table presents, in summary, certain selected financial information in relation to theAcquisition, based on the assumption that the Acquisition is to be completed on 1 July 2010 andthe income from Clarke Quay accrues to the CMT Group from 1 July 2010.

Forecast Period 2010(1 July 2010 to

31 December 2010)

Gross Revenue (S$’000) 14,550

Property Operating Expenses (S$’000) 6,583

Net Property Income (S$’000) 7,967

Property Yield 5.9%(1)

Note:

(1) The property yield is computed by dividing Clarke Quay’s annualised Net Property Income for the Forecast Period2010 by the Purchase Consideration of S$268.0 million.

The assumptions for the forecast information included in the table above are set out in AppendixB of this Circular.

3.2 Pro Forma Financial Effects of the Acquisition

The pro forma financial effects of the Acquisition on the DPU and net asset value (“NAV”) per Unitpresented below are strictly for illustrative purposes and were prepared based on the auditedconsolidated financial statements of the CMT Group for the financial year ended 31 December2009 (the “CMT Group Audited Financial Statements”) as well as the audited financial

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statement of the Vendor for the financial year ended 31 December 2009, taking into account theTotal Acquisition Cost, and assuming that:

(i) approximately 1.6 million new Units are issued for the Acquisition Fee payable to theManager at an illustrative price of S$1.70 per new Unit (purely for illustrative purposesonly); and

(ii) additional borrowings of S$274.1 million are taken to finance the Acquisition and the CMTGroup’s Aggregate Leverage will increase from approximately 30.5% (as at 31 December2009) to approximately 33.1%1.

3.2.1 Pro Forma DPU of the Acquisition

The pro forma financial effects of the Acquisition on CMT’s DPU for the financial yearended 31 December 2009, as if the CMT Group had purchased Clarke Quay on 1 January2009, and held and operated Clarke Quay through to 31 December 2009, are as follows:

Effects of the Acquisition

Before the Acquisition After the Acquisition

Net Income before Share of Profit ofAssociate (S$’000)

236,297 238,691

Distributable Income (S$’000) 281,966 285,632(1)

Issued Units (’000) 3,179,268(2) 3,180,844(3)

DPU (cents) 8.85 8.97

Notes:

(1) Adding back the amortisation of debt issuance expenses of S$0.8 million and other non tax deductible items.

(2) Number of Units issued as at 31 December 2009.

(3) Includes approximately 1.6 million new Units issuable as payment of the Acquisition Fee payable to theManager at an illustrative price of S$1.70 per new Unit (purely for illustrative purpose only).

3.2.2 Pro Forma NAV of the Acquisition

The pro forma financial effects of the Acquisition on the NAV per Unit as at 31 December2009, as if the Acquisition was completed on 31 December 2009, are as follows:

Effects of the Acquisition

Before the Acquisition After the Acquisition

NAV (S$’000) 4,893,113(1) 4,894,983(2)

Issued Units (’000) 3,180,193(3) 3,181,769(4)

NAV per Unit (S$) 1.54 1.54

Notes:

(1) Adjusted for the distribution paid on 26 February 2010 of CMT’s distributable income for the period from 1October 2009 to 31 December 2009.

(2) Includes debt issuance expenses of S$4.1 million.

(3) Number of Units issued as at 31 December 2009 and taking into account the 925,179 Units issued aspayment of the management fee (for the period from 1 October 2009 to 31 December 2009).

(4) Includes approximately 1.6 million new Units issuable as payment of the Acquisition Fee payable to theManager at an illustrative price of S$1.70 per new Unit (purely for illustrative purpose only).

1 Based on the assumption that the Acquisition was completed on 31 December 2009.

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3.2.3 Pro Forma Capitalisation of the Acquisition

The following table sets forth the pro forma capitalisation of the CMT Group as at31 December 2009, as if the CMT Group had completed the Acquisition on 31 December2009.

ActualAs Adjusted for the

Acquisition(S$ million) (S$ million)

Short-term debt:

Secured debt 125.0 125.0

Unsecured debt 315.0 315.0

Total short-term debt 440.0 440.0

Long-term debt:

Secured debt 1,803.0(1) 2,077.1

Unsecured debt — —

Total long-term debt 1,803.0 2,077.1

Total debt: 2,243.0 2,517.1

Unitholders’ funds 4,893.1(2) 4,895.8

Expenses relating to debt issuance — (0.8)

Total Unitholders’ funds 4,893.1 4,895.0

Total Capitalisation 7,136.1 7,412.1

Notes:

(1) Amount excludes unamortised transaction cost and the Convertible Bonds (as defined herein) are stated atprincipal amount of S$650.0 million.

(2) After adjusting for the distribution paid on 26 February 2010 of CMT’s distributable income for the period from1 October 2009 to 31 December 2009.

3.3 Requirement of Unitholders’ Approval: Interested Person Transaction and Interested PartyTransaction

Under Chapter 9 of the Listing Manual, where CMT proposes to enter into a transaction with aninterested person and the value of the transaction (either in itself or when aggregated with thevalue of other transactions, each of a value equal to or greater than S$100,000, with the sameinterested person during the same financial year) is equal to or exceeds 5.0% of the CMT Group’slatest audited net tangible assets (“NTA”), Unitholders’ approval is required in respect of thetransaction. Based on the CMT Group Audited Financial Statements, the NTA of the CMT Groupwas S$4,969.6 million as at 31 December 2009. Accordingly, if the value of a transaction whichis proposed to be entered into in the current financial year by CMT with an interested person is,either in itself or in aggregation with all other earlier transactions (each of a value equal to orgreater than S$100,000) entered into with the same interested person during the current financialyear, equal to or in excess of S$248.5 million, such a transaction would be subject to Unitholders’approval. Given the Purchase Consideration of S$268.0 million (which is 5.4% of the NTA of theCMT Group as at 31 December 2009), the value of the Acquisition exceeds the said threshold.

Paragraph 5 of the Property Funds Appendix also imposes a requirement for Unitholders’approval for an interested party transaction by CMT whose value exceeds 5.0% of the CMT

15

Group’s latest audited NAV. Based on the CMT Group Audited Financial Statements, the NAV ofCMT was S$4,969.6 million as at 31 December 2009. Accordingly, if the value of a transactionwhich is proposed to be entered into by CMT with an interested party is equal to or greater thanS$248.5 million, such a transaction would be subject to Unitholders’ approval. Given the PurchaseConsideration of S$268.0 million, the value of the Acquisition exceeds the said threshold.

As at the Latest Practicable Date, CMA held an aggregate indirect interest in 950,077,146 Units,which is equivalent to approximately 29.87% of the total number of Units in issue, as at the LatestPracticable Date, and is therefore regarded as a “controlling Unitholder” of CMT under both theListing Manual and the Property Funds Appendix1. In addition, as the Manager is a wholly-ownedsubsidiary of CMA, CMA is therefore regarded as a “controlling shareholder” of the Managerunder both the Listing Manual and the Property Funds Appendix.

As the Vendor is a wholly-owned subsidiary of CMA, for the purposes of Chapter 9 of the ListingManual and the Property Funds Appendix, the Vendor (being a subsidiary of a “controllingUnitholder” and a “controlling shareholder” of the Manager) is (for the purposes of the ListingManual) an “interested person” and (for the purposes of the Property Funds Appendix) an“interested party” of CMT.

Therefore, the Acquisition will constitute “interested person transactions” under Chapter 9 of theListing Manual as well as “interested party transactions” under the Property Funds Appendix.

Prior to the Latest Practicable Date, CMT had entered into several interested person transactionswith entities within Temasek Holdings (Private) Limited and its subsidiaries and associates duringthe course of the current financial year (the “Existing Interested Person Transactions”). Detailsof the Existing Interested Person Transactions, which are subject of aggregation pursuant to Rule906 of the Listing Manual, may be found in Appendix F of this Circular.

3.4 Advice of the Independent Financial Adviser

The Manager has appointed ANZ Singapore Limited as the IFA to advise the independentdirectors of the Manager (the “Independent Directors”) and the audit committee of the Manager(the “Audit Committee”) in relation to the Acquisition. A copy of the letter from the IFA to theIndependent Directors and members of the Audit Committee (the “IFA Letter”), containing itsadvice in full, is set out in Appendix E of this Circular and Unitholders are advised to read the IFALetter carefully.

Having considered the factors and the assumptions set out in the IFA Letter, and subject to thequalifications set out therein, the IFA is of the opinion that from a financial point of view theAcquisition is based on normal commercial terms and is not prejudicial to the interests of CMT andits minority Unitholders.

The IFA is of the opinion that the Independent Directors can recommend that Unitholders vote infavour of the resolution in connection with the Acquisition to be proposed at the EGM.

3.5 Interests of Directors and Controlling Unitholders

As at the Latest Practicable Date, certain directors of CMA collectively hold an aggregate directand indirect interest in 2,314,398 Units and certain directors of the Manager (including those ofthe aforementioned directors of CMA who are also directors of the Manager) collectively hold anaggregate direct and indirect interest in (i) 2,796,098 Units and (ii) 1,149,000 shares in CMA. Mr


16

Liew Mun Leong is the chairman and a non-executive director of CMA and is also the deputychairman and a non-executive director of the Manager. Mr Lim Beng Chee is the chief executiveofficer and an executive director of CMA and is also a non-executive director of the Manager. MrLim Tse Ghow Olivier is a non-executive director of CMA and the Manager. Further details of theinterests in Units of Directors and Substantial Unitholders1 are set out in Appendix G of thisCircular.

Through Albert Complex Pte Ltd (“Albert Complex”), Pyramex Investments Pte Ltd (“Pyramex”),Premier Healthcare Services International Pte Ltd (“Premier”) and the Manager, CMA has anindirect interest in 950,077,146 Units (comprising approximately 29.87% of the Existing Units) asat the Latest Practicable Date. The Manager itself holds 37,659,996 Units2.

Save as disclosed above and based on information available to the Manager as at the LatestPracticable Date, none of the directors of the Manager or the “controlling Unitholders” has aninterest, direct or indirect, in the Acquisition.

3.6 Directors’ Service Contracts

No person is proposed to be appointed as a director of the Manager in connection with theAcquisition or any other transactions contemplated in relation to the Acquisition.

3.7 Property Management Agreement

Under the terms of the master property management agreement entered into between theTrustee, the Manager and CapitaLand Retail Management Pte Ltd as the property manager ofCMT (the “Property Manager”) on 28 June 2002 (the “Master Property ManagementAgreement”), any properties acquired thereafter by CMT will (for a period of 10 years from 28December 2001) be managed by the Property Manager in accordance with the terms of theMaster Property Management Agreement. If CMT acquires Clarke Quay, the Property Managerwill enter into an individual property management agreement with the Trustee and the Managerin relation to Clarke Quay (the “CQ PMA”), pursuant to which the Property Manager will provideproperty management services for Clarke Quay.

The fees payable pursuant to the CQ PMA, which is in accordance with the fee structure of theMaster Property Management Agreement, will be as follows:

(i) 2.0% gross revenue of Clarke Quay;

(ii) 2.0% net property income of Clarke Quay; and

(iii) 0.5% per annum of the net property income of Clarke Quay in lieu of leasing commissions.

Under the CQ PMA, the Property Manager will be fully reimbursed for (i) the employment costsand remuneration relating to centre management and other personnel engaged solely for theprovision of services for Clarke Quay and (ii) the allocated employment costs and remunerationrelating to the centralised team of personnel engaged exclusively to provide group services for allproperties of CMT under its management, as approved in each annual budget by the Trusteefollowing the recommendation of the Manager, in accordance with the reimbursables in the MasterProperty Management Agreement.

1 “Substantial Unitholder” means a person with an interest in Units constituting not less than 5.00% of the total number ofUnits in issue.


17

4. METHOD OF PROPOSED FINANCING AND PROFIT FORECAST

4.1 The Proposed Financing Plan

The Manager intends to adopt an optimal financing plan to finance the Acquisition, so as to ensurethat the Acquisition will provide overall yield accretion to Unitholders. Depending on the marketconditions, the Manager may either fully fund the Acquisition through (i) debt financing or (ii) acombination of debt and equity financing. The current intention of the Manager is that it is unlikelythat the Acquisition will be fully funded through 100.0% equity financing given that the CMTGroup’s Aggregate Leverage is 30.5% (as at 31 December 2009).

The table below sets out the change to the CMT Group’s Aggregate Leverage1 through twodifferent funding scenarios purely for illustrative purposes. There is no assurance that the actualfinancing plan will be similar to either Scenario A or Scenario B.

CMT Group’s Aggregate Leverage

Method of Financing Scenario A:100.0% Debt Financing

Scenario B:50.0% Debt Financing and

50.0% Equity Financing

Before the Acquisition(1) 30.5% 30.5%

After the Acquisition(2) 33.1% 31.3%

Notes:

(1) As at 31 December 2009.

(2) Based on the assumption that the Acquisition was completed on 31 December 2009.

4.2 Corporate Rating

CMT is currently rated “A2” by Moody’s Investors Service (“Moody’s”)2, the highest corporaterating assigned to a REIT in Singapore which reflects the CMT Group’s strong leadership andfranchise value which are supported by strong recurring income, quality assets with good tenantdiversification, and a track record in asset enhancement and tenant management.

The Property Funds Appendix also provides that the Aggregate Leverage of the CMT Group mayexceed 35.0% of the value of the Deposited Property (up to a maximum of 60.0%) if a credit ratingof the REIT from Fitch, Inc., Moody’s or Standard & Poor’s is obtained and disclosed to the public.

4.3 Profit Forecast

Based on the proposed financing plan described under paragraph 4.1, the tables on the followingpages summarise the CMT Group’s forecast consolidated statements of total return anddistributable income of the Enlarged Portfolio for the Forecast Period 2010 based on the followingcircumstances:

(i) Scenario A: where the Acquisition is fully funded through 100.0% debt financing; and

(ii) Scenario B: where the Acquisition is fully funded through a combination of 50.0% debtfinancing and 50.0% equity financing.

The current intention of the Manager is that it is unlikely that the Acquisition will be fully fundedthrough 100.0% equity financing given that the CMT Group’s Aggregate Leverage is 30.5% (as at31 December 2009). There is no assurance that the actual financing plan will be similar to eitherScenario A or Scenario B.

1 The ratio of the value of borrowings and deferred payments (if any) to the value of the Deposited Property.

2 Based on Moody’s affirmation on 10 February 2009. Moody’s has also on 10 February 2009 affirmed that its outlook for CMTremains negative.

18

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efo

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xist

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(ii)

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prep

arin

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.

20

In the preparation of the above forecast consolidated statements of total return and distributableincome, specific non-cash items which have no impact on distributable income have beenexcluded in the presentation of the distributable income to Unitholders. The Profit Forecast is setout in Appendix B in this Circular.

The above forecast consolidated statements of total return and distributable income must be readtogether with the detailed Profit Forecast in Appendix B of this Circular, and the IndependentAccountants’ Report on the Profit Forecast in Appendix C of this Circular.

5. RECOMMENDATION

Based on the opinion of the IFA (as set out in the IFA Letter in Appendix E of this Circular) andthe rationale for the Acquisition as set out in paragraph 2 above, the Independent Directors1

believe that the Acquisition would not be prejudicial to the interests of CMT and its minorityUnitholders.

Accordingly, the Independent Directors recommend that Unitholders vote at the EGM in favour ofthe resolution to approve the Acquisition.

6. EXTRAORDINARY GENERAL MEETING

The EGM will be held on Wednesday, 14 April 2010 at 10.30 a.m. (or as soon thereafter as theAnnual General Meeting of CMT to be held at 10.00 a.m. on the same day and at the same placeis concluded or adjourned) at the STI Auditorium, 168 Robinson Road, Level 9, Capital Tower,Singapore 068912, for the purpose of considering and, if thought fit, passing with or withoutmodification, the resolution set out in the Notice of EGM, which is set out on page H-1 of thisCircular. The purpose of this Circular is to provide Unitholders with relevant information about theresolution. Approval by way of an Ordinary Resolution (as defined herein) is required in respectof the resolution.

A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak andvote thereat unless he is shown to have Units entered against his name in the DepositoryRegister, as certified by The Central Depository (Pte) Limited (“CDP”) as at 48 hours before thetime fixed for the EGM.

7. ABSTENTIONS FROM VOTING

7.1 Relationship between CMA, Albert Complex, Pyramex, Premier and the Manager

Through Albert Complex, Pyramex, Premier and the Manager, CMA has an indirect interest in950,077,146 Units, comprising approximately 29.87% of the total number of Units in issue, as atthe Latest Practicable Date. The Manager itself holds 37,659,996 Units2.

7.2 Abstain from Voting

Given that Clarke Quay will be acquired from a wholly-owned subsidiary of CMA, CMA, AlbertComplex, Pyramex and Premier will abstain from voting at the EGM on the resolution relating tothe Acquisition. Being a wholly-owned subsidiary of CMA, the Manager will also abstain fromvoting on such resolution.

1 For good corporate governance, Mr James Koh Cher Siang abstained from taking part in any decisions or recommendationsrelating to the Acquisition as he is a director of CapitaLand Limited, which is a substantial shareholder of CMA.


21

8. ACTION TO BE TAKEN BY UNITHOLDERS

Unitholders will find enclosed in this Circular the Notice of EGM and a Proxy Form.

If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote onhis behalf, he should complete, sign and return the enclosed Proxy Form in accordance with theinstructions printed thereon as soon as possible and, in any event, so as to reach the Manager’sregistered office at 39 Robinson Road, #18-01 Robinson Point, Singapore 068911 not later thanMonday, 12 April 2010 at 10.30 a.m., being 48 hours before the time fixed for the EGM. Thecompletion and return of the Proxy Form by a Unitholder will not prevent him from attending andvoting in person at the EGM if he so wishes.

Persons who have an interest in the approval of the resolution must decline to accept appointmentas proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to themanner in which his votes are to be cast in respect of such resolution.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of the Manager collectively and individually accept responsibility for the accuracy ofthe information given in this Circular and confirm, having made all reasonable enquiries, that tothe best of their knowledge and belief, the facts stated and opinions expressed in this Circular arefair and accurate in all material respects as at the date of this Circular and there are no materialfacts the omission of which would make any statement in this Circular misleading in any materialrespect. Where information has been extracted or reproduced from published or otherwisepublicly available sources, the sole responsibility of the directors of the Manager has been toensure through reasonable enquiries that such information is accurately extracted from suchsources or, as the case may be, reflected or reproduced in this Circular.

The forecast consolidated financial information set out in paragraph 4.3 above and in AppendixB of this Circular have been stated by the directors of the Manager after due and careful enquiry.

10. CONSENTS

Each of the IFA, KPMG LLP as the independent accountants (the “Independent Accountants”)and the Independent Valuers have given and have not withdrawn each of their written consents tothe issue of this Circular with the inclusion of each of their names and, respectively, the IFA Letter,the Independent Accountants’ Report on the Profit Forecast and the valuation certificates and allreferences thereto, in the form and context in which they are included in this Circular.

11. DOCUMENTS ON DISPLAY

Copies of the following documents are available for inspection during normal business hours atthe registered office of the Manager1 at 39 Robinson Road, #18-01 Robinson Point, Singapore068911 from the date of this Circular up to and including the date falling three months after thedate of this Circular:

(i) the Sale and Purchase Agreement;

(ii) the IFA Letter;

(iii) the Independent Accountants’ Report on the Profit Forecast;

1 Prior appointment with the Manager (telephone: +65 6536 1188) will be appreciated.

22

(iv) the valuation report on Clarke Quay issued by CBRE;

(v) the valuation report on Clarke Quay issued by Knight Frank;

(vi) the CMT Group Audited Financial Statements; and

(vii) the written consents of each of the IFA, the Independent Accountants and the IndependentValuers.

The Trust Deed will also be available for inspection at the registered office of the Manager for so longas CMT is in existence.

Yours faithfully

CAPITAMALL TRUST MANAGEMENT LIMITED(as manager of CapitaMall Trust)Company Registration No. 200106159R

Mr James Koh Cher SiangChairman & Independent Non-Executive Director

23

IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not obligationsof, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subjectto investment risks, including the possible loss of the principal amount invested.

Investors have no right to request the Manager to redeem their Units while the Units are listed. It isintended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of theUnits on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of CMT is not necessarily indicative of the future performance of CMT.

This Circular may contain forward-looking statements that involve risks and uncertainties. Actual futureperformance, outcomes and results may differ materially from those expressed in forward-lookingstatements as a result of a number of risks, uncertainties and assumptions. Representative examplesof these factors include (without limitation) general industry and economic conditions, interest ratetrends, cost of capital and capital availability, competition from similar developments, shifts in expectedlevels of property rental income, changes in operating expenses (including employee wages, benefitsand training costs), property expenses and governmental and public policy changes. You are cautionednot to place undue reliance on these forward-looking statements, which are based on the Manager’scurrent view of future events. All forecasts are based on a specified range of issue prices per Unit andon the Manager’s assumptions as explained in Appendix B of this Circular. Such yields will varyaccordingly for investors who purchase Units in the secondary market at a market price higher or lowerthan the issue price range specified in this Circular. The major assumptions are certain expected levelsof property income and property expenses over the relevant periods, which are considered by theManager to be appropriate and reasonable as at the date of this Circular. The forecast financialperformance of CMT is not guaranteed and there is no certainty that it can be achieved. Investorsshould read the whole of this Circular for details of the forecasts and consider the assumptions usedand make their own assessment of the future performance of CMT.

If you have sold or transferred all your Units, you should immediately forward this Circular, together withthe Notice of EGM 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 tothe purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer ofsecurities for sale into the United States. The Units may not be offered or sold in the United States orto, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under theUnited States Securities Act of 1933, as amended) unless they are registered or exempt fromregistration. There will be no public offer of securities in the United States.

24

GLOSSARY

In this Circular, the following definitions apply throughout unless otherwise stated:

Acquisition : The proposed acquisition of Clarke Quay

Acquisition Fee : The acquisition fee of approximately S$2.7 million which theManager will be entitled to receive from CMT upon completionof the Acquisition

Aggregate Leverage : The ratio of the value of borrowings and deferred payments (ifany) to the value of the Deposited Property

Albert Complex : Albert Complex Pte Ltd

Audit Committee : The audit committee of the Manager, being Mr James KohCher Siang (Chairman), Mr James Glen Service and Mr DavidWong Chin Huat

CBD : Central Business District of Singapore

CBRE : CB Richard Ellis (Pte) Ltd

CDP : The Central Depository (Pte) Limited

Circular : This circular to Unitholders dated 24 March 2010

Clarke Quay : The property located at Nos. 3A, 3B, 3C, 3D and 3E RiverValley Road, Singapore 179020, 179021, 179022, 179023 and179024, known as Clarke Quay (including the plant andequipment located at Clarke Quay)

CMA : CapitaMalls Asia Limited

CMT : CapitaMall Trust

CMT Group : CapitaMall Trust and its subsidiaries

CMT Group AuditedFinancial Statements

: The audited financial statements of the CMT Group for thefinancial year ended 31 December 2009

Controlling Unitholder : A person with an interest in Units constituting not less than15.00% of all outstanding Units

Convertible Bonds : The S$650,000,000 1.0% convertible bonds due 2013 issuedby the Trustee

CRCT : CapitaRetail China Trust

CRS Properties : Lot One Shoppers’ Mall, 90 out of 91 strata lots in BukitPanjang Plaza and Rivervale Mall

CRS Restructuring : The internal restructuring exercise involving the CRSProperties which was completed on 1 January 2010

CQ PMA : The property management agreement to be entered intobetween the Property Manager, the Trustee and the Managerfor the management of Clarke Quay by the Property Manager

25

Deposited Property : The gross assets of the CMT Group, including all its authorisedinvestments held or deemed to be held upon the trust underthe Trust Deed

DPU : Distribution per Unit

EGM : The extraordinary general meeting of Unitholders to be held onWednesday, 14 April 2010 at 10.30 a.m. (or as soon thereafteras the Annual General Meeting of CMT to be held at 10.00a.m. on the same day and at the same place is concluded oradjourned) at the STI Auditorium, 168 Robinson Road, Level9, Capital Tower, Singapore 068912, to approve the mattersset out in the Notice of Extraordinary General Meeting on pageH-1 of this Circular

Enlarged Portfolio : The Existing Portfolio and Clarke Quay

Enlarged Properties : The Existing Properties and Clarke Quay

Existing Interested PersonTransactions

: The transactions with interested persons entered into betweenCMT and entities within Temasek Holdings (Private) Limitedand its subsidiaries and other interested persons of CMTduring the course of the current financial year

Existing Properties : Comprising Tampines Mall, Junction 8, Funan DigitaLife Mall,IMM Building, Plaza Singapura, Hougang Plaza, SembawangShopping Centre, Jurong Entertainment Centre, BugisJunction, 40.00% interest in Raffles City Singapore, Lot OneShoppers’ Mall, 90 out of 91 strata lots in Bukit Panjang Plaza,Rivervale Mall and The Atrium@Orchard

Existing Portfolio : Comprising the Existing Properties and the 122.7 million unitsin CRCT which are held by CMT

Existing Properties(Excluding Raffles CitySingapore)

: Comprising the Existing Properties but excluding CMT’s40.00% interest in Raffles City Singapore

Existing Units : The 3,180,895,775 Units in issue as at the Latest PracticableDate

Forecast Period 2010 : The financial period from 1 July 2010 to 31 December 2010

Forecast Year 2010 : The financial year from 1 January 2010 to 31 December 2010

Gross Rental Income : Comprises base rents, service charges, turnover rent andadvertising and promotion levy (if applicable)

Gross Revenue : Comprises Gross Rental Income, car park income and otherincome

Head Lessor : The President of the Republic of Singapore

IFA : ANZ Singapore Limited

IFA Letter : The letter from the IFA to the Independent Directors and AuditCommittee of the Manager containing its advice as set out inAppendix E of this Circular

26

Independent Accountants : KPMG LLP

Independent Directors : The independent directors of the Manager, being Mr JamesKoh Cher Siang, Mr James Glen Service, Mr David Wong ChinHuat and Mr S. Chandra Das

Independent Valuers : CBRE and Knight Frank

Knight Frank : Knight Frank Pte Ltd

Latest Practicable Date : 18 March 2010, being the latest practicable date prior to theprinting of this Circular

Listing Manual : The Listing Manual of the SGX-ST

Manager : CapitaMall Trust Management Limited, in its capacity asmanager of CMT

MAS : Monetary Authority of Singapore

Master PropertyManagement Agreement

: The master property management agreement entered intobetween the Trustee, the Manager and the Property Manageron 28 June 2002

Moody’s : Moody’s Investors Service

MRT : Mass Rapid Transit

MTN : Medium Term Note

MTN Programme : The S$2.0 billion MTN programme established by Silver Maple

NAV : Net asset value

Net Property Income : Means the property income less the property expenses

NLA : Net lettable area

NTA : Net tangible assets

Ordinary Resolution : A resolution proposed and passed as such by a majority beinggreater than 50.0% or more of the total number of votes castfor and against such resolution at a meeting of Unitholdersconvened in accordance with the provisions of the Trust Deed

Per cent. or % : Per centum or Percentage

PMEBs : Professionals, managers, executives and businessmen

Premier : Premier Healthcare Services International Pte Ltd

Profit Forecast : The forecast of the Existing Portfolio and the EnlargedPortfolio together with the accompanying key assumptionsand sensitivity analysis as set out in Appendix B of thisCircular

Property Funds Appendix : The Property Funds Appendix in Appendix 2 of the Code onCollective Investment Schemes issued by the MAS

Property Manager : CapitaLand Retail Management Pte Ltd

27

Purchase Consideration : The purchase consideration of S$268.0 million for theAcquisition

Pyramex : Pyramex Investments Pte Ltd

RCF : The S$164.0 million revolving credit facilities under the facilityagreement between Silver Oak Ltd. and RCS Trust

RC Hotels and ConventionCentre

: Raffles City Singapore’s Hotels and Convention Centre

RCS Trust : The joint ownership vehicle in the form of an unlisted specialpurpose sub-trust, with CMT holding an interest of 40.00%

REIT : Real estate investment trust

S$ and cents : Singapore dollars and cents

Sale and PurchaseAgreement

: The conditional sale and purchase agreement entered intobetween the Trustee and the Vendor on 9 February 2010

Scenario A : Refers to the scenario where the Acquisition is fully fundedthrough 100.0% debt financing

Scenario B : Refers to the scenario where the Acquisition is fully fundedthrough a combination of 50.0% debt financing and 50.0%equity financing

Scenario B Equity FundRaising

: Refers to the equity fund raising as described in Scenario Bwherein 50.0% of the Acquisition is funded from the proceedsof such equity fund raising

SGX-ST : Singapore Exchange Securities Trading Limited

Silver Maple : Silver Maple Investment Corporation Ltd

sq ft : Square feet

Substantial Unitholder : A person with an interest in Units constituting not less than5.00% of the total number of Units in issue

Total Acquisition Cost : The total cost of the Acquisition which is currently estimated tobe approximately S$272.7 million

28

Trust Deed : The deed of trust dated 29 October 2001 constituting CMT, asamended and supplemented by the First Supplemental Deeddated 26 December 2001, the Second Supplemental Deeddated 28 June 2002, the Amending and Restating deed dated29 April 2003, the Fourth Supplemental Deed dated 18 August2003, the Second Amending and Restating Deed dated 9 July2004, the Sixth Supplemental Deed dated 18 March 2005, theSeventh Supplemental Deed dated 21 July 2005, the EighthSupplemental Deed dated 13 October 2005, the NinthSupplemental Deed dated 20 April 2006, the Third Amendingand Restating Deed dated 25 August 2006, the EleventhSupplemental Deed dated 15 February 2007, the TwelfthSupplemental Deed dated 31 July 2007 and the ThirteenthSupplemental Deed dated 20 May 2008, all entered intobetween the Trustee and the Manager, and as may beamended, varied, or supplemented from time to time

Trustee : HSBC Institutional Trust Services (Singapore) Limited, in itscapacity as trustee of CMT

Unit : A unit representing an undivided interest in CMT

Unitholder : The registered holder for the time being of a Unit, includingperson so registered as joint holders, except where theregistered holder is CDP, the term “Unitholder” shall, in relationto Units registered in the name of CDP, mean, where thecontext requires, the Depositor whose Securities Account withCDP is credited with Units

Unsecured MTN : CMT’s S$2.5 billion unsecured medium term note programmethrough its wholly-owned subsidiary, CMT MTN Pte. Ltd.

Vendor : Clarke Quay Pte Ltd

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectivelyin Section 130A of the Companies Act, Chapter 50 of Singapore.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time beingamended or re-enacted.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwisestated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof aredue to rounding.

29

This page has been intentionally left blank.

APPENDIX A

DETAILS OF CLARKE QUAY AND THE EXISTING PROPERTIES

1. CLARKE QUAY

1.1 Description of Clarke Quay

Clarke Quay, which is zoned as a commercial development within a conservation area, is anintegrated food and beverage, entertainment and lifestyle riverfront destination. It is located alongthe Singapore River and at the fringe of the CBD. It is within walking distance of the Clarke QuayMRT station, making it easily accessible by public transportation.

The table below sets out a summary of selected information on Clarke Quay as at 31 December2009 (unless otherwise indicated).

Site Area 291,756 sq ft

Gross Floor Area 361,595 sq ft

NLA 294,610 sq ft

Committed Occupancy 94.9%

Number of Leases 55

Car Park Lots 409

Title Leasehold tenure of 99 years with effect from 13 January 1990

Valuation(as at 3 February 2010)

CBRE (commissioned by the Manager): S$270.0 million

Knight Frank (commissioned by the Trustee): S$268.0 million

Forecast Period 2010 (1 July 2010 to 31 December 2010)(S$’000)

Gross Revenue S$14,550

Net Property Income S$7,967

1.2 Lease Expiry Profile for Clarke Quay

The graph below illustrates the committed lease expiry profile of Clarke Quay by monthly GrossRental Income as percentage of total Gross Rental Income (based on committed Gross RentalIncome for the month of December 2009 and excludes turnover rent).

50.0(%)

30.035.040.045.0

25.020.015.010.05.00.0

2010 2011 2012 2013 2014 andBeyond

22.2% 21.4%

31.6%

11.5%13.3%

A-1

1.3 Trade Sector Analysis for Clarke Quay

The chart below provides a breakdown by monthly Gross Rental Income of the different tradesectors represented in Clarke Quay (based on committed Gross Rental Income for the month ofDecember 2009 and excludes turnover rent).

50.3%

39.3%

6.0%

2.4% 1.5% 0.5%

Leisure & Entertainment Food & Beverage OfficeBeauty & Health Gifts & SpecialtyServices

1.4 Top Ten Tenants of Clarke Quay

The table below sets out selected information about the top ten tenants of Clarke Quay by monthlyGross Rental Income (based on committed Gross Rental Income for the month of December 2009and excludes turnover rent):

No. Tenant Trade Sector

Percentage ofMonthly GrossRental Income

1 Luminox Pte. Ltd. Leisure & Entertainment 14.3%

2 Shanghai Dolly Pte. Ltd. Leisure & Entertainment 5.8%

3 The Pump Room Pte. Ltd. Leisure & Entertainment 4.0%

4 MMS Communications Singapore Pte. Ltd. Office 3.8%

5 The Arena Entertainment Pte. Ltd. Leisure & Entertainment 3.8%

6 Attica Private Ltd. Leisure & Entertainment 3.7%

7 Owling Enterprises Pte Ltd Food & Beverage 3.6%

8 Tomo Izakaya Pte. Ltd. Food & Beverage 2.8%

9 Spring Spa Pte. Ltd. Beauty & Health 2.4%

10 Xiao Ping Holdings Pte. Ltd. Leisure & Entertainment 2.2%

Top Ten Tenants 46.4%

Other Tenants 53.6%

Total 100.0%

A-2

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A-3

2.1 Lease Expiry Profile for the Existing Properties

The graph below illustrates the committed lease expiry profile of the Existing Properties bymonthly Gross Rental Income as percentage of total Gross Rental Income (based on committedGross Rental Income for the month of December 2009 and excludes turnover rent). The leaseexpiry profile excludes Jurong Entertainment Centre which has ceased operations in preparationfor asset enhancement works. For CMT’s 40.00% interest in Raffles City Singapore, it takes intoaccount only Raffles City Singapore’s retail and office leases, and excludes the hotel andconvention lease as well as the areas in Raffles City Singapore affected by asset enhancementworks at Basement 1 and Basement 2.

15.0

20.0

25.0

30.0

35.0

45.0

50.0

10.0

5.0

0.0

40.032.7%

26.0%

32.3%

5.1% 3.9%

2010 2011 2012 2013 2014 andBeyond

(%)

2.2 Trade Sector Analysis for Existing Properties

The chart below provides a breakdown by monthly Gross Rental Income of the different tradesectors of tenants represented in the Existing Properties (based on committed Gross RentalIncome for the month of December 2009 and excludes turnover rent). The trade sector analysisexcludes Jurong Entertainment Centre which has ceased operations in preparation for assetenhancement works. For CMT’s 40.00% interest in Raffles City Singapore, it takes into accountonly Raffles City Singapore’s retail and office leases, and excludes the hotel and convention leaseas well as the areas in Raffles City Singapore affected by asset enhancement works at Basement1 and Basement 2.

23.5%

14.0%

9.1%8.6%

6.9%

5.8%

5.2%

4.6%

3.6%

3.4%

3.3%3.2%

3.1%2.8%2.9%

Food & BeverageFashionOfficeBeauty & HealthServicesDepartment Store SupermarketGifts/Toys & Hobbies/Books/Sporting GoodsLeisure & Entertainment/Music & VideoJewellery & WatchesElectrical & ElectronicsHouseware & FurnishingsShoes & BagsInformation TechnologyOthers

A-4

2.3 Top Ten Tenants of the Existing Properties

The table below sets out selected information about the top ten tenants of the Existing Propertiesby monthly Gross Rental Income (based on committed Gross Rental Income for the month ofDecember 2009 and excludes turnover rent). The analysis of top ten tenants excludes JurongEntertainment Centre which has ceased operations in preparation for asset enhancement worksand includes CMT’s 40.00% interest in Raffles City Singapore.



1 RC Hotels (Pte) Ltd Hotel 3.6%

2 BHG (Singapore) Pte. Ltd. Department Store 2.9%

3 Cold Storage Singapore (1983) Pte Ltd Supermarket/Beauty &Health/Services/Warehouse

2.9%

4 Temasek Holdings (Private) Limited Office 2.6%

5 NTUC Fairprice Co-operative Ltd Supermarket/Beauty &Health/Food Court/Services

2.5%

6 Barclays Capital Services LimitedSingapore Branch

Office 2.4%

7 Kopitiam Investment Pte Ltd Food Court/Food &Beverage

1.9%

8 Wing Tai Holdings Limited Fashion/Food & Beverage 1.9%

9 Golden Village Multiplex Pte Ltd Leisure & Entertainment 1.7%

10 Best Denki (Singapore) Pte Ltd Electronics & Warehouse 1.4%


Other Tenants 76.2%

Total 100.0%

3. ENLARGED PROPERTIES

The table below sets out selected information on the Enlarged Properties as at 31 December 2009(unless otherwise indicated).

Clarke Quay Existing Properties Enlarged Properties

NLA (sq ft) 294,610 4,542,598(2) 4,837,208(2)

Number of Leases 55 2,304(2) 2,359(2)

Shopper Traffic in2009 (million)

11.0 214.4(3) 225.4(3)

Valuation (S$ million) 270.0 (CBRE)(1)

268.0 (Knight Frank)(1)

6,920.5(4) 7,188.5(4),(5)

Notes:

(1) As at 3 February 2010.

(2) Excludes Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works.Includes Raffles City Singapore as a whole and not CMT’s 40.00% interest in Raffles City Singapore.

(3) Excludes Jurong Entertainment Centre which has ceased operations in preparation for asset enhancement works,as well as Hougang Plaza and The Atrium@Orchard for which figures are not available.

(4) Includes CMT’s 40.00% interest in Raffles City Singapore.

(5) The valuation for the Enlarged Properties is based on the aggregate of the valuation of the Existing Properties andKnight Frank’s valuation of Clarke Quay.

A-5

3.1 Lease Expiry Profile for the Enlarged Properties

The graph below illustrates the committed lease expiry profile of the Enlarged Properties aspercentage of total Gross Rental Income (based on committed Gross Rental Income for the monthof December 2009 and excludes turnover rent).

15.0

20.0

25.0

30.0

35.0

45.0

50.0

10.0

5.0

0.0

40.032.2%

25.7%

32.4%

5.4% 4.3%

2010 2011 2012 2013 2014 andBeyond

(%)

3.2 Trade Sector Analysis for Enlarged Properties

The chart below provides a breakdown by monthly Gross Rental Income of the different tradesectors of tenants represented in the Enlarged Properties (based on committed Gross RentalIncome for the month of December 2009 and excludes turnover rent).

Food & BeverageFashionOfficeBeauty & HealthServicesDepartment Store Supermarket

Leisure & Entertainment/Music & VideoJewellery & WatchesElectrical & ElectronicsHouseware & FurnishingsShoes & BagsInformation TechnologyOthers

24.2%

13.3%

9.0%8.3%

6.6%

5.6%

4.9%

4.5%

5.8%

3.2%

3.1%3.1%

2.9% 2.7%

2.8%

Gifts/Toys & Hobbies/Books/Sporting Goods

A-6

3.3 Top Ten Tenants of the Enlarged Properties

The table below sets out the top ten tenants of the Enlarged Properties by monthly Gross RentalIncome (based on committed Gross Rental Income for the month of December 2009 and excludesturnover rent).



1 RC Hotels (Pte) Ltd Hotel 3.4%

2 BHG (Singapore) Pte. Ltd. Department Store 2.8%

3 Cold Storage Singapore (1983) Pte Ltd Supermarket/Beauty &Health/Services/Warehouse

2.8%

4 Temasek Holdings (Private) Limited Office 2.5%

5 NTUC Fairprice Co-operative Ltd Supermarket/Beauty &Health/Food Court/Services

2.4%

6 Barclays Capital Services LimitedSingapore Branch

Office 2.3%

7 Kopitiam Investment Pte Ltd Food Court/Food &Beverage

1.8%

8 Wing Tai Holdings Limited Fashion/Food & Beverage 1.8%

9 Golden Village Multiplex Pte Ltd Leisure & Entertainment 1.6%

10 Best Denki (Singapore) Pte Ltd Electronics & Warehouse 1.3%


Other Tenants 77.3%

Total 100.0%

A-7

APPENDIX B

PROFIT FORECAST

Statements contained in this section, which are not historical facts, may be forward-looking statements.Such statements are based on the assumptions set forth in this section and are subject to certain risksand uncertainties which could cause actual results to differ materially from those forecasted. Under nocircumstances should the inclusion of such information herein be regarded as a representation,warranty or prediction with respect to the accuracy of the underlying assumptions by the Manager orany other person nor that these results will be achieved or are likely to be achieved.

The following tables set out (i) the forecast consolidated statements of total return and distributableincome of the Existing Portfolio for the forecast year from 1 January 2010 to 31 December 2010 (the“Forecast Year 2010”) and (ii) the forecast consolidated statements of total return and distributableincome of the Enlarged Portfolio for the forecast period from 1 July 2010 to 31 December 2010 (the“Forecast Period 2010”).

The Profit Forecast has been examined by the Independent Accountants and should be read togetherwith their report contained in Appendix C of this Circular as well as the assumptions and sensitivityanalysis set out below.

B-1

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B-3

SECTION A: ASSUMPTIONS — DEFINITION OF EXISTING PORTFOLIO AND CLARKE QUAY

The forecast consolidated statements of total return and distributable income for the Enlarged Portfolioare based on the aggregate of income earned from the following properties:

(a) the Existing Portfolio which comprises:

(1) Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building, Plaza Singapura,Sembawang Shopping Centre, Hougang Plaza, Jurong Entertainment Centre, BugisJunction, CMT’s 40.00% interest in Raffles City Singapore1, Lot One Shoppers’ Mall, 90 outof 91 strata lots in Bukit Panjang Plaza, Rivervale Mall and The Atrium@Orchard (the“Existing Properties”); and

(2) forecast distributable income earned from the 122.7 million units in CRCT which CMT holds.CRCT is an associate of CMT.

The major assumptions made in preparing the Gross Revenue and Net Property Income ofExisting Properties, as well as the forecast consolidated statements of total return anddistributable income of the Existing Portfolio, are set out under Section B: Assumptions —Existing Portfolio; and

(b) Clarke Quay — The major assumptions made in preparing the Gross Revenue and Net PropertyIncome of Clarke Quay, are set out under Section C: Assumptions — Clarke Quay.

SECTION B: ASSUMPTIONS — EXISTING PORTFOLIO

The major assumptions made in preparing the profit forecast for the Existing Portfolio are set out below.The Manager considers these assumptions to be appropriate and reasonable as at the date of thisCircular.

The definitions used in this section will not apply to the other sections of the Circular unless the contextotherwise requires. However, the definitions in the Glossary may apply in this section unless the contextotherwise requires.

1.1 Gross Revenue

Gross Revenue is the aggregate of gross rental income (“Gross Rental Income”), car parkincome and other income earned from the Existing Properties. A summary of the assumptionsused in calculating the Gross Revenue is set out below:

1.1.1 Gross Rental Income

The Gross Rental Income comprises base rents, service charges, turnover rent and advertisingand promotion levy (if applicable) earned from the Existing Properties.

In order to forecast the Gross Rental Income, rents payable under the committed leases(including letters of offer which are signed by the parties) for Existing Properties as at 31December 2009 are used.

1 Raffles City Singapore is held by RCS Trust, a joint ownership vehicle in the form of an unlisted special purpose sub-trust,in which CMT and CapitaCommercial Trust hold interests of 40.00% and 60.00% respectively.

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Following the expiry of a committed lease during the period from 1 January 2010 and 31December 2010, the following process is used to forecast the Gross Rental Income for theperiod following such expiry:

(a) Market Rent

The market rent for each portion of lettable area as at 31 December 2009 has beenassessed. The market rent is the rent which is believed can be achieved if each lease wasrenegotiated as at 31 December 2009 and is estimated with reference to (i) the rentalpayable pursuant to comparable leases for tenancies that have recently been negotiated,(ii) the effect of competing shopping centres, (iii) assumed tenant retention rate, (iv) likelymarket conditions, (v) inflation levels and (vi) tenant demand levels. If a committed leaseexpires in the period between 1 January 2010 and 31 December 2010, the rental rate fora new lease (or a lease renewal) which commences in the period between 1 January 2010and 31 December 2010 is assumed to be the market rent.

(b) Lease Renewals and Vacancy Allowances

For leases under the Existing Properties expiring between 1 January 2010 and 31December 2010, where the actual vacancy periods are already known pursuant tocommitments or preliminary indication by the tenants to leases which are in place as at 31December 2009, the actual vacancy periods have been used in the forecast.

• Retail Leases: For the other retail leases expiring between 1 January 2010 and 31December 2010, it has been assumed that leases will experience a half-monthvacancy period before rent becomes payable under a new lease.

• Office Leases (at IMM Building, The Atrium@Orchard and Raffles CitySingapore): For the office leases it has been assumed that leases expiring willexperience a vacancy period of between one-and-a-half month and six months beforerenewal or before a new lease commences. Also, for the office leases at IMM Buildingand The Atrium@Orchard, all existing vacant spaces are assumed to continue to bevacant.

• Warehouse Leases (at IMM Building): For the other warehouse leases at IMMBuilding, it has been assumed that leases expiring between 1 January 2010 and 31December 2010 will experience a three-month vacancy period before renewal orbefore a new lease commences. Also, all existing vacant spaces are assumed tocontinue to be vacant.

(c) Turnover Rent

Certain tenants have provisions in their leases for the payment of turnover rent in additionto the base rent, service charge and advertising & promotion levy (if applicable). In orderto forecast turnover rent for the Existing Properties, the average historical turnover rentfigures for each tenant that pays turnover rent have been reviewed. Where historicalturnover rent figures are not available, an estimate of the tenant’s expected turnover ismade based on information provided by the tenant and other factors such as the outlookfor retail sales. The forecast of the turnover rent for the Forecast Year 2010 is based on thisassessment.

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(d) Gross Rental Income from Asset Enhancement Works

• The asset enhancement works for Raffles City Singapore and Jurong EntertainmentCentre have either commenced or are expected to be carried out in 2010. The ProfitForecast has taken into account the potential revenue loss during the period when theasset enhancement works are being carried out as well as the additional revenuearising from some asset enhancement works which are expected to be completedwithin the Forecast Year 2010. However, the impact of the additional revenueresulting from the completion of the asset enhancement works would not be fullyreflected in the Forecast Year 2010.

• For Raffles City Singapore, asset enhancement works to revamp the layout andoptimise the rental income as well as to enhance the retail offering have commencedin end 2009 and are targeted to be completed by end 2010.

• Jurong Entertainment Centre has ceased operations in preparation for assetenhancement works which are targeted to be completed in the first quarter of 2012.It is assumed that there would be no rental income arising from Jurong EntertainmentCentre between 1 January 2010 and 31 December 2010.

(e) Gross Rental Income from Hotels and Convention Centre

• Raffles City Singapore’s Hotels and Convention Centre (the “RC Hotels andConvention Centre”) are leased to RC Hotels (Pte) Ltd. Under the lease, RC Hotels(Pte) Ltd pays a gross rental income which includes a step-up minimum rentstructure, a service charge component and a variable rent component based on apercentage of gross operating revenue earned from the RC Hotels and ConventionCentre.

• Based on the lease terms of the RC Hotels and Convention Centre, the step-upminimum rent increases from S$42.0 million per annum to S$44.0 million per annumon 7 November 2010.

• Based on the lease terms of the RC Hotels and Convention Centre, the variable rentwill be 8.5% of gross operating revenue up to S$250.0 million and 13.0% of grossoperating revenue over S$250.0 million.

• The minimum rent revenue forecast is based on the committed lease structure. Toderive the variable rent revenue for the Forecast Year 2010, the percentage of grossoperating revenue earned from the RC Hotels and Convention Centre is based on thecommitted lease structure. In order to forecast the variable rent, the historical grossoperating revenue figures earned from the RC Hotels and Convention Centre havebeen reviewed and the outlook for the Singapore hotel sector has been assessed.

1.1.2 Car Park Income

Car park income includes revenue generated from the operations of the car parks at the ExistingProperties, with the exception of Bugis Junction and Rivervale Mall which are operated by themanagement corporations. The assessment of car park income is based on historical incomecollection.

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1.1.3 Other Income

Other income includes signage licence fees, casual leasing and other miscellaneous incomeearned from the Existing Properties. The other income for the Forecast Year 2010 is forecastbased on historical income and licence agreements committed as at 31 December 2009, as wellas outlook for casual leasing for each of the properties, and takes into account any potentialreconfiguration of area for casual leasing space in the properties.

1.2 Property Operating Expenses

1.2.1 Property Tax

It has been assumed that property tax for the Existing Properties will be the higher of: (a) 10.0%of the Gross Revenue after deducting the service charge and advertising and promotion levy (ifapplicable) or (b) 10.0% of annual value as at 31 December 2009. As no rental income isexpected for Jurong Entertainment Centre, property tax is assumed to be paid on 10.0% of theannual value.

1.2.2 Property Management Fee

For the Existing Properties (Excluding Raffles City Singapore), the property management fee isbased on 2.0% per annum of gross revenue plus 2.0% per annum of net property income and0.5% per annum of net property income in lieu of leasing commissions otherwise payable to theProperty Manager and/or third party agents.

For Raffles City Singapore, the property management fee is based on 2.0% per annum of grossrevenue plus 2.5% per annum of net property income of Raffles City Singapore (inclusive ofleasing and/or marketing commissions).

1.2.3 Other Property Operating Expenses (utilities, repairs and maintenance, and reimbursablestaff costs)

In order to forecast the other property operating expenses for the Forecast Year 2010, anassessment has been made on the basis of historical operating costs and the service contractswhich were committed as at 31 December 2009.

1.2.4 Marketing Expenses

It is assumed that a total of approximately S$5.7 million will be incurred as marketing expensesfor the Forecast Period 2010 for the Existing Properties. This is estimated after taking intoaccount the historical marketing expenses and the plans on advertising and promotions for eachof the Existing Properties.

1.3 Management Fee

The base component of the management fee for the Existing Properties (Excluding Raffles CitySingapore) is 0.25% per annum of the Deposited Property (less the value of CMT’s 40.00%interest in Raffles City Singapore) and is accrued daily. In addition, there is also a performancecomponent of the management fee, being 2.85% per annum of Gross Revenue of the ExistingProperties (Excluding Raffles City Singapore), which is accrued daily. Both components are paidquarterly in accordance with the Trust Deed.

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For Raffles City Singapore, the base component of the management fee is 0.25% per annum ofthe value of the deposited property of RCS Trust. In addition, there is also a performancecomponent of the management fee, being 4.0% of the Net Property Income of Raffles CitySingapore.

It is assumed that the performance component of the management fee for Tampines Mall,Junction 8, Funan DigitaLife Mall, IMM Building, Plaza Singapura, Jurong Entertainment Centre,Bugis Junction, Lot One Shoppers’ Mall, Bukit Panjang Plaza, Rivervale Mall and TheAtrium@Orchard will be paid in the form of cash for the Forecast Year 2010. It is assumed theperformance component of the management fee for Hougang Plaza and Sembawang ShoppingCentre will be paid in the form of Units for the Forecast Year 2010. The base component of themanagement fee will be paid in the form of cash for the Forecast Year 2010. It is assumed thatthe management fee for CMT’s 40.00% interest in Raffles City Singapore will be paid in the formof Units for the Forecast Year 2010. It is further assumed that the 10-day volume weightedaverage traded price to be S$1.70 per Unit for the Forecast Year 2010 for the purpose ofcomputing the number of Units for the performance component of the management fee payablein Units.

1.4 Other Expenses

Other expenses of the Existing Properties include recurring operating expenses such as theTrustee’s fee, annual listing fees, valuation fees, legal fees, registry and depository charges,accounting, audit and tax adviser’s fees, postage, printing and stationery costs, costs associatedwith the preparation of annual reports, investor communication costs and other miscellaneousexpenses.

1.5 Capital Expenditure

A provision of cashflow payments for the forecasted capital expenditure for the ExistingProperties has been included in Forecast Year 2010. It has been assumed that capitalexpenditure will be funded by bank borrowings and/or revolving loan arrangement. Capitalexpenditure incurred is capitalised as part of the Deposited Property and has no impact on thestatements of total return and distributable income other than affecting the base component ofthe management fee, the Trustee’s fee and the financing costs.

Forecast Period 2010(1 July 2010 to 31 December 2010)

S$ million

Expansion and renovation(1) 85.7

Regular capital expenditure 17.6

Total capital expenditure 103.3

Note:

(1) For asset enhancement works and major building capital expenditure forecasted for the Existing Properties.

1.6 Interest Income/Share of Profit of Associate

It has been assumed that the amount of interest earned on CMT’s cash and other short terminvestments will be 0.10% per annum.

As at 31 December 2009, CMT holds 122.7 million units in CRCT, which is its associate. For itsshare of distribution income in the Forecast Year 2010, a distribution income of 8.14 cents perunit in CRCT per annum based on CRCT’s total distribution of 8.14 cents per unit in CRCT forthe financial year ended 31 December 2009 has been assumed.

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1.7 Financing Cost

Silver Maple Investment Corporation Ltd (“Silver Maple”) has established a S$2.0 billionmedium term note programme (“MTN Programme”). Under the MTN Programme, Silver Maplehas raised funds through issuance of floating rate notes equivalent to S$908.0 million. This ison-lent to CMT under the term loan facility agreement between Silver Maple and CMT at a fixedrate. As at the Latest Practicable Date, Silver Maple has granted CMT a total fixed rate term loanfacility of S$908.0 million as summarised in the table below.

Term Loan Term Commencement Maturity

Tranche B: S$125.0 million 7-year June 2003 June 2010

Tranche D: S$433.0 million 7-year October 2005 October 2012

Tranche E: S$350.0 million 5.7-year February 2007 October 2012

CMT has also put in place a S$2.5 billion unsecured medium term note programme(“Unsecured MTN”) through its wholly owned subsidiary, CMT MTN Pte. Ltd. As at the LatestPracticable Date, an aggregate of S$515.0 million has been issued as summarised in the tablebelow.

Term Loan Term Commencement Maturity

S$155.0 million 2-year April 2008 April 2010

S$160.0 million 2-year April 2008 April 2010

S$100.0 million 5-year January 2010 January 2015

S$100.0 million 7-year March 2010 March 2017

CMT has a 40.00% interest in RCS Trust. Under the facility agreement between Silver Oak Ltd.and RCS Trust, Silver Oak Ltd. has granted a total facility of S$1,030.0 million consisting of aS$866.0 million term loan and a S$164.0 million revolving credit facilities (“RCF”). As at LatestPracticable Date, RCS Trust has drawn down the S$866.0 million term loan and S$62.0 millionfrom RCF. CMT’s 40.00% interest thereof is S$346.4 million and S$24.8 million of term loans andRCF respectively.

CMT has issued secured bonds convertible into new Units in CMT of five-year maturity with anaggregate principal amount of S$650.0 million.

For the S$440.0 million borrowings due for refinancing in 2010, S$200.0 million would berefinanced through the S$100.0 million five-year fixed rate notes (at an interest rate of 3.288%)and S$100.0 million seven-year fixed rate notes (at an interest rate of 3.85%) recently issuedthrough the Unsecured MTN. For the balance S$240.0 million borrowings due for refinancing in2010, the bank borrowings or revolving loan arrangement to fund the capital expenditure of theExisting Properties and working capital, it is assumed that the interest rate will be 4.00% perannum (including margin and excluding debt issuance expenses) for the Forecast Year 2010.The interest rate assumption is believed to be reasonable based on the current Singapore dollarswap rates. As at the Latest Practicable Date, the five-year swap offer rate was approximately2.13% per annum.

The accretion of the Convertible Bonds interest and the amortisation of debt issuance expensesis assumed to be S$12.9 million for the Forecast Period 2010. As the accretion and amortisationare non-cash items, they are added back to the distributable income through net taxadjustments.

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1.8 Investment Properties

It is assumed that the carrying amount of the Existing Properties as at 31 December 2009 isS$6,920.5 million. It has been assumed that the value of the Existing Portfolio will only increaseby the amount of capital expenditure forecasted to be incurred from 1 January 2010 onwards.The assumption is applied when estimating the value of the Deposited Property for the purposesof forecasting the base component of the management fee for Existing Properties and theTrustee’s fee.

1.9 Accounting Policies

It has been assumed that there has been no significant change in applicable accounting policiesor other financial reporting requirements that may have a material effect on CMT Group’sforecast consolidated statements of total return and distributable income. A summary of thesignificant accounting policies of CMT Group may be found in the CMT Group Audited FinancialStatements.

1.10 Other Assumptions

The following additional assumptions have been made in preparing the financial forecast:

• no new Units will be issued by CMT other than for the (i) payment of the performancecomponent of the management fee for Hougang Plaza and Sembawang Shopping Centre;and (ii) payment of the management fee for RCS Trust. In preparing the Profit Forecast, itis assumed that none of the Convertible Bonds are converted into Units during theForecast Year 2010;

• there will be no material change in taxation legislation or other legislation;

• there will be no material change to the existing tax rulings for CMT and RCS Trust;

• all leases are enforceable and will be performed in accordance with their terms;

• fair value of any derivative financial instruments are assumed to be unchanged over theForecast Year 2010;

• as distribution income is receivable from CRCT on a semi-annual basis, for the ForecastPeriod 2010, it is assumed that approximately S$5.0 million of distribution incomereceivable from CRCT; and

• for Raffles City Singapore, it is assumed that 100.0% of the distributable income isdistributed from RCS Trust for the Forecast Year 2010.

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SECTION C: ASSUMPTIONS — CLARKE QUAY

It is assumed that the Acquisition will be completed on 1 July 2010. The major assumptions made inpreparing the forecast for Clarke Quay for the Forecast Period 2010 are set out below. The Managerconsiders these assumptions to be appropriate and reasonable as at the date of this Circular.

2.1 Gross Revenue

Gross Revenue is the aggregate of Gross Rental Income, car park income and other incomeearned from Clarke Quay. A summary of the assumptions used in calculating the Gross Revenueis set out below.

2.1.1 Gross Rental Income

The Gross Rental Income comprises base rents, service charges, turnover rent and advertisingand promotion levy (if applicable) earned from Clarke Quay.

In order to forecast the Gross Rental Income, rents payable under the committed leases(including letters of offer which are signed by the parties) for Clarke Quay as at 31 December2009 are used.

Following the expiry of a committed lease during the period from 1 July 2010 to 31 December2010, the following process is used to forecast the Gross Rental Income for the period followingsuch expiry:

(a) Market Rent

The market rent for each portion of lettable area as at 31 December 2009 has beenassessed. The market rent is the rent which is believed can be achieved if each lease wasrenegotiated as at 31 December 2009 and is estimated with reference to (i) the rentalpayable pursuant to comparable leases for tenancies that have recently been negotiated,(ii) the effect of competing shopping centres, (iii) assumed tenant retention rate, (iv) likelymarket conditions, (v) inflation levels and (vi) tenant demand levels. If a committed leaseexpires in the period between 1 July 2010 and 31 December 2010, the rental rate for a newlease (or a lease renewal) which commences in the period between 1 July 2010 and 31December 2010 is assumed to be the market rent.

(b) Lease Renewals and Vacancy Allowances

For leases expiring between 1 July 2010 and 31 December 2010, where the actual vacancyperiods are already known pursuant to commitments or preliminary indication by thetenants to leases which are in place as at 31 December 2009, the actual vacancy periodshave been used in the forecast.

For the other leases expiring between 1 July 2010 and 31 December 2010, it has beenassumed that leases will experience two-month vacancy period before rent becomespayable under a new lease.

(c) Turnover Rent

Certain tenants have provisions in their leases for the payment of turnover rent in additionto the base rent, service charge and advertising & promotion levy (if applicable). In orderto forecast turnover rent for Clarke Quay, the average historical turnover rent figures foreach tenant that pays turnover rent have been reviewed. Where historical turnover rent

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figures are not available, an estimate of the tenant’s expected turnover is made based oninformation provided by the tenant and other factors such as the outlook for retail sales.The forecast of the turnover rent for the Forecast Year 2010 is based on this assessment.

2.1.2 Car Park Income

Car park income includes revenue earned from the operations of the car park at Clarke Quay.The assessment of car park income is based on historical income collection.

2.1.3 Other Income

Other income includes signage licence fees, casual leasing and other miscellaneous incomeearned from Clarke Quay. The other income for the Forecast Period 2010 is forecast based onhistorical income and licence agreements committed as at 31 December 2009, as well asoutlook for casual leasing for Clarke Quay.


2.2.1 Property Tax

It has been assumed that property tax for Clarke Quay will be the higher of: (a) 10.0% of theGross Revenue after deducting the service charge and advertising and promotion levy (ifapplicable) or (b) 10.0% of annual value as of 31 December 2009.

2.2.2 Property Management Fee

The Property Management Fee is based on 2.0% per annum of gross revenue of Clarke Quayplus 2.5% per annum of net property income of Clarke Quay.

2.2.3 Other Property Operating Expenses (utilities, repairs and maintenance, and reimbursablestaff costs)

In order to forecast the other property operating expenses for the Forecast Period 2010, anassessment has been made on the basis of historical operating costs and the service contractswhich were committed as at 31 December 2009.

2.2.4 Marketing Expenses

It is assumed that a total of approximately S$0.8 million will be incurred as marketing expensesfor the Forecast Period 2010. This is estimated after taking into account the historical marketingexpenses and the plans on advertising and promotions for Clarke Quay.

2.3 Management Fee

The base component of the management fee for Clarke Quay is 0.25% per annum of the valueof Clarke Quay and is accrued daily. In addition, there is also a performance component of themanagement fee, being 2.85% per annum of Gross Revenue of Clarke Quay.

It is assumed that both the base component and performance component of the managementfee for Clarke Quay will be paid in the form of cash for the Forecast Period 2010.

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2.4 Capital Expenditure

A provision of cashflow payments for the forecasted capital expenditure for Clarke Quay hasbeen included in the Forecast Period 2010. It has been assumed that capital expenditure will befunded by bank borrowings and/or revolving loan arrangement. Capital expenditure incurred iscapitalised as part of the Deposited Property and has no impact on the statements of total returnand distributable income other than affecting base component of the management fee, theTrustee’s fees and the financing costs.


S$ million

Regular capital expenditure 2.0

2.5 Financing Cost

For the debt taken to fully finance the acquisition of Clarke Quay under Scenario A and partfinance the acquisition of Clarke Quay under Scenario B, it is assumed that the interest rate willbe 4.00% per annum. For bank borrowings or revolving loan arrangement to fund the capitalexpenditure for Clarke Quay, it is assumed that the interest rate will be 4.00% per annum(including margin). The Manager believes the interest rate assumption is reasonable based onthe current Singapore dollar swap rates. As at the Latest Practicable Date, the five-year swapoffer rate was approximately 2.13% per annum.

2.6 Investment Property

It is assumed that the carrying amount of Clarke Quay would be S$272.7 million as at theassumed completion date of 1 July 2010, and will only increase by the amount of capitalexpenditure forecasted to be incurred from 1 July 2010 onwards. The above assumption is usedfor the purposes of forecasting the base component of the management fee for Clarke Quay andthe Trustee’s fee.

2.7 Other Assumptions

The following additional assumptions have been made in preparing the financial forecast:

• approximately 81.4 million new Units are issued at an issue price of S$1.70 per new Unitpursuant to the Scenario B Equity Fund Raising;

• there will be no material change in taxation legislation or other legislation;

• there will be no material change to the existing tax ruling for CMT; and

• all leases are enforceable and will be performed in accordance with their terms.

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SECTION D: SENSITIVITY ANALYSIS

The Profit Forecast is based on a number of key assumptions that have been outlined earlier in thisAppendix.

Unitholders should be aware that future events cannot be predicted with any certainty and deviationsfrom the figures forecast in this Appendix are to be expected. To assist Unitholders in assessing theimpact of these assumptions on the Profit Forecast, sensitivity of the DPU to changes in the keyassumptions are set out below.

The sensitivity analysis is intended to provide a guide only, and variations in actual performance couldexceed the ranges shown. Movements in other variables may offset or compound the effect of a changein any variable beyond the extent shown.

The sensitivity analysis has been prepared using the same assumptions as those set out earlier in thisAppendix.

3.1 Gross Revenue

Changes in the Gross Revenue will impact the Net Property Income of the Enlarged Portfolioand, consequently, the distributable income. The assumptions for Gross Revenue have been setout earlier in this section. The effect of variations in such Gross Revenue on the distributableincome is set out below:

Impact on DPU Pursuant to Changes in Gross Revenue

DPUForecast Period 2010 (Annualised)

(cents)Scenario A Scenario B

Gross Revenue is 0.5% above base case 9.22 9.17

Base case(1) 9.14 9.09

Gross Revenue is 0.5% below base case 9.06 9.01

Note:

(1) DPU as shown in the Profit Forecast.


Changes in the property operating expenses (excluding the property management fee) willimpact the Net Property Income of the Enlarged Portfolio and, consequently, the distributableincome. The assumptions for property operating expenses have been set out earlier in thisAppendix. The effect of variations in the property operating expenses on the DPU is set outbelow:

Impact on DPU Pursuant to Changes in Property Operating Expenses



2.5% above base case’s operating expenses 9.02 8.97

Base case(1) 9.14 9.09

2.5% below base case’s operating expenses 9.26 9.21

Note:

(1) DPU as shown in the Profit Forecast.

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3.3 Finance Costs

Changes in interest rates will impact net income of the Enlarged Portfolio and, consequently, thedistributable income. The interest rate assumptions have been set out earlier in this Appendix.The effect of the variation in the Enlarged Portfolio’s finance costs on the DPU is set out below:

Impact on DPU Pursuant to Changes in Finance Costs



Interest rates are 25 basis points above basecase

9.10 9.07

Base case(1) 9.14 9.09

Interest rates are 25 basis points below basecase

9.18 9.11

Note:(1) DPU as shown in the Profit Forecast.

3.4 Conversion of Convertible Bonds

Conversion of the Convertible Bonds will impact the number of Units in issue and consequently,the DPU. The effect of conversion of the Convertible Bonds on the DPU is set out below basedon the conversion price of S$3.39 as at the Latest Practicable Date.

Impact on DPU Pursuant to Conversion of the Convertible Bonds



Base case(1) 9.14 9.09

Conversion of 50.0% of the Convertible Bonds 8.99 8.93

Conversion of 100.0% of the Convertible Bonds 8.83 8.77


3.5 Issue Price of Units Issued Pursuant to the Scenario B Equity Fund Raising

Changes in the issue price of Units issued pursuant to the Scenario B Equity Fund Raising willimpact the DPU.

Impact on DPU Pursuant to Change in the Issue Price of Units Issued Pursuant to theScenario B Equity Fund Raising


(cents)

S$1.60 per new Unit 9.07

Base case (S$1.70 per new Unit)(1) 9.09

S$1.80 per new Unit 9.11


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APPENDIX C

INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST

The Board of DirectorsCapitaMall Trust Management Limited(in its capacity as manager of CapitaMall Trust)39 Robinson Road#18-01 Robinson PointSingapore 068911

HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of CapitaMall Trust)21 Collyer Quay#10-01 HSBC BuildingSingapore 049320

24 March 2010

Dear Sirs

Letter from the Independent Accountants on the Profit Forecast of CapitaMall Trust and itssubsidiaries (“CMT Group”)

This letter has been prepared for inclusion in the unitholders’ circular to be issued (the “Circular”) byCapitaMall Trust Management Limited (“CMTML”) in relation to the proposed acquisition of ClarkeQuay.

The directors of CMTML (the “Directors”) are responsible for the preparation and presentation of theforecast consolidated Statements of Total Return and Distributable Income of the Existing Portfolio forthe period from 1 January 2010 to 31 December 2010 and the Enlarged Portfolio for the period from1 July 2010 to 31 December 2010, (together the “Profit Forecast”) as set out on pages B-2 to B-3 of theCircular, which have been prepared on the basis of the assumptions as set out on pages B-4 to B-13of the Circular (the “Assumptions”).

We have examined the Profit Forecast of CMT Group as set out on pages B-2 to B-3 of the Circular inaccordance with Singapore Standard on Assurance Engagements applicable to the examination ofprospective financial information. The Directors are solely responsible for the Profit Forecast includingthe Assumptions on which it is based.

Based on our examination of the evidence supporting the Assumptions, nothing has come to ourattention which causes us to believe that the Assumptions do not provide a reasonable basis for theProfit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies andcalculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with theaccounting policies normally adopted by CMT Group and is presented in accordance with the relevantpresentation principles of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts”(but not all the required disclosures for the purposes of this letter) issued by the Institute of CertifiedPublic Accountants of Singapore, which is the framework adopted by CMT Group in the preparation ofits financial statements.

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Events and circumstances frequently do not occur as expected. Even if the events anticipated underthe hypothetical assumptions described above occur, actual results are still likely to be different fromthe Profit Forecast since other anticipated events frequently do not occur as expected and the variationmay be material. The actual results may therefore differ materially from the Profit Forecast. For thereasons set out above, we do not express any opinion as to the possibility of achievement of the ProfitForecast.

Attention is drawn, in particular, to the sensitivity analysis of the Profit Forecast as set out on pagesB-14 to B-15 of the Circular.

KPMG LLPPublic Accountants and Certified Public Accountants(Partner-in-charge: Ronald Tay)Singapore

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APPENDIX D

VALUATION CERTIFICATES

6 Battery Road #32-01 Singapore 049909 T (65) 6224 8181 F (65) 6225 1987

www.cbre.com.sg

Co. Reg. No.: 197701161R

CB Richard Ellis (Pte) Ltd

V a l u a t i o n & A d v i s o r y S e r v i c e s

VALUATION CERTIFICATE Property: Clarke Quay

3A/B/C/D/E River Valley RoadSingapore 179020/1/2/3/4

Client:

Trust:

Purpose:Interest Valued:

Basis of Valuation:

Registered Owner: Clarke Quay Pte LtdLand Area:Town Planning: Commercial and within Conservation Area

Brief Description:

Tenancy Profile:

NLA (sqft): 294,610GFA (sqft):Car Space Ratio: 1.39 lots per 1,000 square feet of lettable area.

Valuation Approaches: Capitalisation Approach & Discounted Cash Flow AnalysisDate of Valuation:

Assessed Value: This valuation is exclusive of GST.

Prepared By: CB Richard Ellis (Pte) Ltd

Per: Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Per: Sim Hwee Yan BSc (Est. Mgt) Hons FSISVAppraiser's Licence, No. AD041-2445 Appraiser's Licence, No. AD041-2004155JExecutive Director - Valuation & Advisory Services Executive Director - Valuation & Advisory Services

The subject property comprises 5 fully refurbished and reconfigured multi-level shophouse and warehouse buildings which collectively form Clarke Quay, one of Singapore’s premium dining and entertainment precincts. Clarke Quay predominantly provides restaurant, bar and retail accommodation as well as a limited amount of office space. The various buildings of the subject property have been periodically refurbished and extended. Car parking for approximately 409 vehicles including 3 handicap lots are also provided onsite.

CapitaMall Trust Management Limited (as Manager of CapitaMall Trust)

Leasehold for a term of 99 years commencing from 13-1-1990. Balance term 78.94 years.

CapitaMall Trust

Market Value subject to existing tenancies and occupational arrangements.

Acquisition

27,104.8 sqm

361,595

S$270,000,000

Royal Selangor (S) Pte Ltd, Cocoon Bar & Supperclub Pte Ltd, Shanghai Dolly Pte Ltd, Luminox Pte Ltd, MMs Communications Singapore Pte Ltd and other specialty tenancies.

Assumptions, Disclaimers,Limitations &Qualifications:

This valuation report is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout the valuation report which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within the report. Reliance on the valuation report and extension of our liability is conditional upon the reader's acknowledgement and understanding of these statements. This valuation is for the use only of the party to whom it is addressed and for no other purpose. No responsibility is accepted to any third party who may use or rely on the whole or any part of the content of this valuation. The valuer has no pecuniary interest that would conflict with the proper valuation of the property.

3 February 2010

(Two Hundred Seventy Million Dollars)

which

S

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Knight Frank Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581 Tel: (65) 6222 1333 Fax: (65) 6224 5843 www.knightfrank.com.sg Reg. No. 198205243Z

Other Offices: Knight Frank Estate Management Pte Ltd 3 Lim Teck Kim Road #01-01/02 Singapore Technologies Building Singapore 088934 Knight Frank Shopping Centre Management Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581 KF Property Network Pte Ltd (Licensee) 167 Jalan Bukit Merah #06-10 Connection One Tower 5 Singapore 150167

3A/B/C/D/E/ River Valley Road “Clarke Quay” Singapore 179020/1/2/3/4 3 February 2010 VALUATION CERTIFICATE Property : 3A/B/C/D/E/ River Valley Road

“Clarke Quay” Singapore 179020/1/2/3/4

Client : HSBC Institutional Trust Services (Singapore) Limited

as Trustee of CapitaMall Trust 21 Collyer Quay #10-01 HSBC Building Singapore 049320

Purpose : Acquisition and Corporate Finance purposes Legal Description : Lot Nos. : 152T, 155N, 158C, 159M, 161C, 336C & 338W

Town Subdivision : 9 Tenure : Leasehold 99 years with effect from 13 January 1990 (Balance of about 78.9

years as at 3 February 2010) Basis Of Valuation : Market value subject to all existing and proposed leases and occupancy

arrangements Registered Owner : Clarke Quay Pte Ltd Site Area : 27,104.8 sm (291,756 sf) Master Plan 2008 : “Commercial” and within Conservation Area Brief Description : Clarke Quay is a conservation project comprising an integrated retail, food and

beverage, entertainment, office and lifestyle riverfront development. It comprises 5 blocks of 2 to 4-storeys (Blocks A to E) accommodating restaurants, wine bars, entertainment spots, retail shops and offices, and a multi-storey car park (total 409 lots). The blocks are separated by pedestrianised shopping streets.

Tenancy Profile : Cocoon Bar & Supperclub Pte Ltd, Shanghai Dolly Pte Ltd, Luminox Pte Ltd,

MMS Communications Singapore Pte Ltd and retail specialty tenancies. Gross Floor Area : 33,593.0 sm (361,595 sf) Lettable Floor Area : 27,369.9 sm (294,610 sf) Valuation Approach : Investment and Discounted Cash Flow

��

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This valuation certificate is provided subject to the assumptions, qualifications, limitations and disclaimers detailed within the report which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within the report. Reliance on this certificate and extension of our liability is conditional upon the reader’s acknowledgement and understanding of these statements. Use by, or reliance upon this document for any other purpose if not authorized, Knight Frank Pte Ltd is not liable for any loss arising from such unauthorised use or reliance. The document should not be reproduced without our written authority. The valuer has no pecuniary interest that would conflict with the proper valuation of the property.

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APPENDIX E

INDEPENDENT FINANCIAL ADVISER’S LETTER

ANZ SINGAPORE LIMITED(Incorporated in the Republic of Singapore)

Company Registration Number: 198602937W

22 March 2010

The Independent Directors and Audit Committee ofCapitaMall Trust Management Limited (as Manager of CapitaMall Trust)39 Robinson Road#18-01 Robinson PointSingapore 068911

Dear Sirs

THE PROPOSED ACQUISITION OF CLARKE QUAY

For the purpose of this letter, capitalised terms not otherwise defined shall have the meaning given tothem in the circular dated 24 March 2010 to the Unitholders of CapitaMall Trust (the “Circular”).

1. INTRODUCTION

The Manager seeks approval from the unitholders of CMT (“Unitholders”) for the proposedacquisition of Clarke Quay which is located at River Valley Road (“Clarke Quay”, and theproposed acquisition of Clarke Quay, the “Acquisition”) at a purchase consideration of S$268.0million (the “Purchase Consideration”).

Clarke Quay is an integrated food and beverage, entertainment and lifestyle riverfront destination.It is located along the Singapore River, and at the fringe of Singapore’s Central Business District(“CBD”). It is within walking distance of the Clarke Quay mass rapid transit (“MRT”) station,making it easily accessible by public transportation. Clarke Quay has a net lettable area (“NLA”)of approximately 294,610 square feet (“sq ft”) as at 31 December 2009.

On 9 February 2010, the Trustee entered into a conditional sale and purchase agreement (the“Sale and Purchase Agreement”) with Clarke Quay Pte Ltd (the “Vendor”) to acquire ClarkeQuay (which includes the plant and equipment located at Clarke Quay) at the PurchaseConsideration of S$268.0 million.

The Purchase Consideration was arrived at on a willing-buyer and willing-seller basis after takinginto account the independent valuations of Clarke Quay. The Manager has commissioned anindependent property valuer, CB Richard Ellis (Pte) Ltd (“CBRE”), and the Trustee hascommissioned an independent property valuer, Knight Frank Pte Ltd (“Knight Frank”, togetherwith CBRE, the “Independent Valuers”), to value Clarke Quay. CBRE, in its report dated3 February 2010, stated that the open market value of Clarke Quay is S$270.0 million and KnightFrank, in its report dated 3 February 2010, stated that the open market value of Clarke Quay isS$268.0 million.

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As at 18 March 2010, being the latest practicable date prior to the printing of this Circular (the“Latest Practicable Date”), CapitaMalls Asia Limited (“CMA”) held an aggregate indirect interestin 950,077,146 Units, which is equivalent to approximately 29.87% of the total number of Unitsthen in issue (“Existing Units”), and is therefore regarded as a “controlling Unitholder” of CMTunder both the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property FundsAppendix1. In addition, as the Manager is a wholly-owned subsidiary of CMA, CMA is regarded asa “controlling shareholder” of the Manager under both the Listing Manual and the Property FundsAppendix.

As the Vendor is a wholly-owned subsidiary of CMA, for the purposes of Chapter 9 of the ListingManual and the Property Funds Appendix, the Vendor (being a subsidiary of a “controllingUnitholder” and a “controlling shareholder” of the Manager) is (for the purposes of the ListingManual) an “interested person” and (for the purposes of the Property Funds Appendix) an“interested party” of CMT.

Therefore, the Acquisition will constitute an “interested person transaction” under Chapter 9 of theListing Manual as well as an “interested party transaction” under the Property Funds Appendix, inrespect of which the approval of Unitholders is required.

Please refer to paragraph 3.3 of the Letter to Unitholders in the Circular for further details.

This letter sets out, inter alia, our opinion, from a financial point of view, on whether the proposedAcquisition is on normal commercial terms and is not prejudicial to the interests of CMT and itsminority Unitholders.

2. TERMS OF REFERENCE

ANZ has been appointed as the Independent Financial Adviser to the Independent Directors andAudit Committee of the Manager to advise them, from a financial point of view, as to whether theproposed Acquisition is on normal commercial terms and is not prejudicial to the interests of CMTand its minority Unitholders.

We make no representations or warranties in relation to the merits of the Acquisition other thanto express an opinion, from a financial point of view, on whether the Acquisition is on normalcommercial terms and is not prejudicial to the interests of CMT and its minority Unitholders. Ourterms of reference do not require us to evaluate or comment on the strategic or commercial meritsor risks of the Acquisition or on the prospects of CMT Group or any of its respective relatedcompanies (as defined in the Companies Act of Singapore). Such evaluations or commentsremain the responsibility of the Directors and management of the Manager.

We were neither a party to the negotiations entered into by the Manager in relation to theAcquisition nor were we involved in the discussions leading up to the decision on the part of theDirectors to propose the Acquisition.

We have held discussions with the Directors and the management of the Manager and haveexamined information provided by the Directors and the management of the Manager and otherpublicly available information collated by us, upon which our view is based. We have notindependently verified such information, whether written or verbal, and accordingly, cannot and donot make any representation or warranty in respect of, and do not accept any responsibility for,the accuracy, completeness or adequacy of such information. We have nevertheless madeenquiries and have used our judgment as we deemed necessary or appropriate in assessing suchinformation and are not aware of any reason to doubt the reliability of the information.

1 The Manager has on 18 March 2010 disposed 1,000,000 Units. It should be noted that the Register of Unitholders wouldnot at the Latest Practicable Date reflect this disposal of Units by the Manager as the disposal is conditional upon completionof settlement. However, for good corporate governance, the unitholdings of CapitaLand Limited and CMA in this Circularreflects this disposal of Units by the Manager.

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We have relied upon the assurances of the Directors that the Directors collectively and individuallyaccept responsibility for the accuracy of the information given and confirm, having made allreasonable enquiries, that to the best of their knowledge and belief, the facts provided andopinions expressed are fair and accurate in all material respects and there are no material factsthe omission of which would make any statement in this letter misleading in any material respect.

Where information has been extracted or reproduced from published or otherwise publiclyavailable sources, the sole responsibility of the Directors has been to ensure through reasonableenquiries that such information is accurately extracted from such sources or, as the case may be,reflected or reproduced in this letter.

We have not made an independent evaluation or appraisal of the assets and liabilities of CMTGroup and we have not been furnished with any such evaluation or appraisal valuation reports inrespect of the assets held by CMT Group and its respective related companies nor have weevaluated the solvency of CMT Group under any applicable laws relating to bankruptcy,insolvency or similar matters.

Accordingly, no representation or warranty, express or implied, is made and no responsibility isaccepted by us concerning the accuracy, completeness or adequacy of all information, providedor otherwise made available to us or relied on by us as described above.

Furthermore, our terms of reference do not require us to express, and we do not express, anopinion on the future growth prospects of CMT Group and its respective related companies. Weare therefore not expressing any opinion herein as to the future financial or other performance ofthose companies.

Our opinion, as set out in this letter, is based upon the market, economic, industry, monetary andother applicable conditions subsisting on, and the information made available to us, as at theLatest Practicable Date. We assume no responsibility to update, revise or reaffirm our opinion inthe light of any subsequent development after the Latest Practicable Date that may in any wayaffect our opinion contained herein. Unitholders of CMT should take note of any announcementrelevant to the Acquisition which may be released by or on behalf of CMT or the Manager afterthe Latest Practicable Date.

In rendering our advice, we have not had regard to the specific investment objectives, financialsituation, tax position or individual circumstances of any individual Unitholder. As differentUnitholders would have different investment objectives and profiles, we would advise thatany individual minority Unitholder who may require specific advice in relation to hisinvestment portfolio should consult his stockbroker, bank manager, solicitor, accountant,tax adviser or other professional advisers.

Our opinion in relation to the Acquisition should be considered in the context of theentirety of this letter.

3. CERTAIN TERMS OF THE ACQUISITION

Pursuant to the terms of the Sale and Purchase Agreement, the Vendor has agreed to sell ClarkeQuay (which includes the plant and equipment located at Clarke Quay), and the Trustee hasagreed to purchase Clarke Quay. The Purchase Consideration for the Acquisition is S$268.0million.

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Conditions Precedent

The principal terms of the Sale and Purchase Agreement include, among others, the followingconditions precedent:

(i) the approval of the President of the Republic of Singapore (the “Head Lessor”) for the saleof Clarke Quay by the Vendor to the Trustee;

(ii) the approval of the Head Lessor for (a) the mortgage and/or charge of Clarke Quay by theTrustee and (b) the entry into by the Trustee of leases and/or licences in respect of ClarkeQuay or any part(s) thereof; and

(iii) the approval of Unitholders for the Acquisition.

The Trustee undertakes to take all steps within its power to convene the extraordinary generalmeeting (“EGM”) for the purpose of seeking the approval of Unitholders for the Acquisition. As atthe Latest Practicable Date, the conditions precedent set out in paragraph 3 (i) and (ii) above havebeen fulfilled.

If the conditions precedent are not obtained by 15 June 2010 (or such other date as the Trusteeand the Vendor may agree in writing), the Trustee or the Vendor may by notice in writing to theother party terminate the Sale and Purchase Agreement.

4. EVALUATION OF THE ACQUISITION

For the purpose of arriving at our opinion in respect of the Acquisition, we have, as theIndependent Financial Adviser, taken into account the following:

(i) the rationale for the Acquisition;

(ii) the valuation reports prepared by the Independent Valuers;

(iii) earnings-based valuation methodology;

(iv) other information relating to CMT Group and the Acquisition provided to ANZ both verballyand in writing by the Directors and management of the Manager; and

(v) publicly available information collated by us.

5. RATIONALE FOR THE ACQUISITION

The Manager’s rationale for the Acquisition is summarised as follows:

(i) the Acquisition fits the Manager’s investment strategy;

(ii) competitive strengths of Clarke Quay;

(iii) segmental diversification;

(iv) enhancement of rental revenue; and

(v) income diversification.

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Please refer to paragraph 2 of the Letter to Unitholders in the Circular for full details on therationale for the Acquisition.

We note that the Acquisition is “in line with the Manager’s principal investment strategy to investin quality income-producing real estate and real estate assets so as to deliver stable distributionsand sustainable total returns to Unitholders”.

6. VALUATION REPORTS

We believe that the most appropriate valuation methodology for evaluating the Acquisition is theasset-based valuation method. This valuation method will involve establishing the open marketvalue of Clarke Quay.

Purchase Consideration for the Acquisition

The Purchase Consideration of S$268.0 million was arrived at on a willing-buyer and willing-sellerbasis after taking into account the independent valuations of Clarke Quay.

The Manager has commissioned an independent property valuer, CBRE and the Trustee hascommissioned an independent property valuer, Knight Frank to value Clarke Quay. CBRE, in itsreport dated 3 February 2010, stated that the open market value of Clarke Quay is S$270.0 millionand Knight Frank, in its report dated 3 February 2010, stated that the open market value of ClarkeQuay is S$268.0 million.

Clarke Quay

Clarke Quay, which is zoned as a commercial development within a conservation area, is anintegrated food and beverage, entertainment and lifestyle riverfront destination. It is located alongthe Singapore River and at the fringe of the CBD. It is within walking distance of the Clarke QuayMRT station, making it easily accessible by public transportation. We have been advised ClarkeQuay has a NLA of approximately 294,610 sq ft and has a committed occupancy rate of 94.9%as at 31 December 2009.

Please refer to Appendix A of the Circular for further details about Clarke Quay.

7. EARNINGS-BASED VALUATION METHODOLOGY

Valuation Methodology

In addition to the asset-based valuation methodology, we have considered an earnings-basedvaluation methodology to assess the Acquisition. This valuation method is relevant as ClarkeQuay is made up of income-generating properties, and the property yield can be benchmarkedagainst the property yields of similar properties.

In our evaluation of the Purchase Consideration for the Acquisition, we have taken into accountthe following relevant considerations:

(i) the valuation from the professional valuation of Clarke Quay carried out by the IndependentValuers;

(ii) property yield generated by Clarke Quay compared with property yields generated frombroadly comparable retail real estate in Singapore;

(iii) the occupancy levels achieved by Clarke Quay;

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(iv) the pro forma financial effects of the Acquisition; and

(v) other considerations.

(I) Valuation of Clarke Quay

The valuation methodologies applied by the Independent Valuers included capitalisationapproach, investment and discounted cashflow methods.

The valuations were based on the open market value of Clarke Quay, which is defined byKnight Frank as “the best price at which the sale of an interest in property might reasonablybe expected to have been completed unconditionally for cash consideration on the date ofvaluation, assuming:

(a) a willing, but not anxious, buyer and seller;

(b) that prior to the date of valuation there had been a reasonable period (having regardto the nature of the property and the state of the market), for the proper marketing ofthe interest, for the agreement of price and terms and for the completion of the sale;

(c) that the state of the market, level of values and other circumstances were, on anyearlier assumed date of exchange of contracts, the same as on the date of valuation;and

(d) that no account is taken of any additional bid by a purchaser with a ‘special interest’.”

Please refer to Appendix D of the Circular for the Valuation Certificates.

We note that the Purchase Consideration of S$268.0 million is equivalent to Knight Frank’sopen market property valuation of S$268.0 million, and 0.74% lower than CBRE’s openmarket property valuation of S$270.0 million.

(II) Property Yield

We have examined the property yield generated by Clarke Quay compared to the propertyyields generated from broadly comparable retail real estate in Singapore and the estimatedentry yield of recent market transactions involving retail real estate in Singapore.

The following table presents, in summary, certain selected financial information in relation tothe Acquisition, based on the assumption that the Acquisition is to be completed on 1 July2010 and the income from Clarke Quay accrues to the CMT Group from 1 July 2010.


Gross Revenue (S$’000) 14,550

Property Operating Expenses (S$’000) 6,583

Net Property Income (S$’000) 7,967

Property Yield 5.9%(1)

Note:

(1) The property yield is computed by dividing Clarke Quay’s annualised Net Property Income for the ForecastPeriod 2010 by the Purchase Consideration of S$268.0 million.

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Please refer to Appendix B of the Circular for the assumptions for the forecast informationincluded in the table above.

In addition, the following table sets out the asset valuation, as at 31 December 2009, andvaluation capitalisation rates adopted by the independent valuers of CMT’s malls within theCBD but outside the Orchard Planning Area (“OPA”), as defined by the UrbanRedevelopment Authority (“URA”).

Market Valuation31 December 2009

(S$m)Valuation Cap Rate

(%)

Funan DigitaLife Mall 326.0 5.90%

Bugis Junction 798.0 5.75%

As at 31 December 2009, the property yields of CMT’s malls in the CBD but outside theOrchard Planning Area are between 5.75% and 5.90% from reference to the valuationcapitalisation rates adopted by the independent valuers on those properties. Accordingly, theannualised property yield for the Forecast Period 2010 of 5.9% for Clarke Quay falls withinthe range of the property yields of CMT’s malls in the vicinity of Clarke Quay.

Comparing the Acquisition with recent market transactions, we note that the recentcompleted acquisitions of Northpoint 2 and Yew Tee Point by Frasers Centrepoint Trust fromFrasers Centrepoint Limited are similar interested party transactions. The estimated entryyields for Northpoint 2 and Yew Tee Point are 5.8% and 5.9% respectively based on theinformation publicly announced by Frasers Centrepoint Trust. Accordingly, the annualisedproperty yield for the Forecast Period 2010 of 5.9% for Clarke Quay is in line with theestimated entry yields for the completed acquisitions of Northpoint 2 and Yew Tee Point. Inaddition, we have examined third party publicly disclosed assessments of recent retailtransaction property yields in Singapore. Accordingly, the annualised property yield for theForecast Period 2010 of 5.9% for Clarke Quay is within the range of recent third partypublicly disclosed assessments of recent retail transaction property yields in Singapore.

In addition, we note the following:

(i) The property yields from broadly comparable retail real estate in Singapore and theestimated entry yields of recent comparable market transactions are for illustrativepurposes only as these properties differ from Clarke Quay in terms of NLA and location;and

(ii) We highlight that general market property yield statistics are generally not readilyavailable from any reliable source, and the general market property yields set outabove are estimates only. Such market property yields will fluctuate over timedepending on the demand and supply for retail development space in Singapore. Wealso recognise that there is no other property which we may consider to be identical toClarke Quay in terms of building component mix, composition of tenants, net lettablearea, location, track record, future prospects and other relevant criteria.

(III) Occupancy Rates

We are advised that Clarke Quay had a total committed occupancy of 94.9% as at31 December 2009.

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The URA, in their latest release of the 4th quarter Singapore real estate statistics, notes thatthe vacancy rate of the shop space sector in the Rest of Central Area1 (“RCA”), which iswhere Clarke Quay is situated, was 7.3% in Q4 2009. This vacancy rate of 7.3% isequivalent to an occupancy rate of 92.7% in Q4 2009.

The committed occupancy of Clarke Quay is higher than the occupancy rate of 92.7% for theshop space sector in Singapore’s RCA.

(IV) Pro Forma Financial Effects of the Acquisition

The pro forma financial effects and the Profit Forecast of the Acquisition are favourable, andare set out in paragraph 3.2 of the Letter to Unitholders and Appendix B respectively in theCircular. We note that the pro forma financial effects are positive.

(V) Other Considerations

Due Diligence Process

All transactions with interested persons, including the Acquisition, shall comply with theapplicable requirements of the Property Funds Appendix and/or the Listing Manual.

In general, the Manager has established internal control procedures to ensure thattransactions involving the Trustee, as the trustee of CMT, and a related party of the Manager(“Interested Person Transactions”) are undertaken on an arm’s length basis and onnormal commercial terms, which are generally no more favourable than those extended tounrelated third parties, and are not prejudicial to the interest of CMT or its minorityUnitholders.

In respect of such Interested Person Transactions, the Manager would have to demonstrateto the Audit Committee that the Interested Person Transactions are undertaken on normalcommercial terms which may include obtaining (where applicable) quotations from partiesunrelated to the Manager, or obtaining valuations from independent valuers (in accordancewith the Property Funds Appendix).

In addition, the following procedures would generally be undertaken:

• transactions (either individually or as part of a series or if aggregated with othertransactions involving the same interested party during the same financial year) equalto or exceeding S$100,000 in value but below 3.0% of CMT’s net tangible assets willbe subject to review and approval of the Audit Committee;

• transactions (either individually or as part of a series or if aggregated with othertransactions involving the same interested party during the same financial year) equalto or exceeding 3.0% but below 5.0% of CMT’s net tangible assets will be subject to thereview and approval of the Audit Committee. Such approval shall only be given if thetransactions are on normal commercial terms and are not prejudicial to the interests ofCMT or its minority Unitholders, and consistent with similar types of transactions madeby the Trustee, as trustee of CMT, with third parties which are unrelated to theManager; and

• transactions (either individually or as part of a series or if aggregated with othertransactions involving the same interested party during the same financial year) equalto or exceeding 5.0% of CMT’s net tangible assets will be reviewed and approved bythe Audit Committee who may as it deems fit request advice on the transaction fromindependent sources or advisers, including the obtaining of valuations fromprofessional valuers. Further, under the Listing Manual and the Property FundsAppendix, such transactions would have to be approved by the Unitholders at ameeting of Unitholders.

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Where matters concerning CMT relate to transactions entered into or to be entered into bythe Trustee, for and on behalf of CMT, with a related party of the Manager, the Trustee isrequired to ensure that such transactions are conducted on normal commercial terms andare not prejudicial to the interests of CMT or its minority Unitholders in accordance with theapplicable requirements of the Property Funds Appendix and/or the Listing Manual relatingto the transaction in question. Further, the Trustee, as trustee of CMT, has the ultimatediscretion under the Trust Deed to decide whether or not to enter into a transaction involvingan Interested Person of the Manager. If the Trustee is to sign any contract with a relatedparty of the Trustee or the Manager, the Trustee will review that contract to ensure that itcomplies with applicable requirements relating to interested party transactions in theProperty Funds Appendix and the provisions of the Listing Manual relating to InterestedPerson Transactions as well as other guidelines as may from time to time be prescribed bythe MAS and the SGX-ST or other relevant authority to apply to real estate investment trusts.

All Interested Person Transactions will be subject to regular periodic reviews by the AuditCommittee.

The Manager’s internal control procedures are intended to ensure that Interested PersonTransactions are conducted at arm’s length and on normal commercial terms and are notprejudicial to minority Unitholders’ interests. The Manager maintains a register to record allInterested Person Transactions (and the basis, including the quotations obtained to supportsuch basis, on which they are entered into), which are entered into by CMT. The Managerthen incorporates into its internal audit plan a review of all Interested Person Transactionsentered into by CMT. The Audit Committee reviews the internal audit reports to ascertain thatthe guidelines and procedures established to monitor Interested Person Transactions havebeen complied with. In addition, the Trustees will also review such audit reports to ascertainthat the Property Funds Appendix has been complied with.

The Audit Committee periodically reviews Interested Person Transactions to ensurecompliance with the internal control procedures and with the relevant provisions of theListing Manual and the Property Funds Appendix. The review includes the examination ofthe nature of the transaction and its supporting documents or such other data deemednecessary by the Audit Committee.

If a member of the Audit Committee has an interest in a transaction, he is to abstain fromparticipating in the review and approval process in relation to that transaction.

The aggregate value as well as the details of Existing Interested Person Transactionsconducted in the current financial year has been disclosed in Appendix F of the Circular.

We note that for the Existing Interested Person Transactions 1 to 3, as shown in the tablein Appendix F, independent property consultants that have been commissioned by CMTcertified that the Existing Interested Person Transactions are at market level and the termsof agreement of the Existing Interested Person Transactions are on normal commercialterms.

With respect to Existing Interested Person Transaction 4, as shown in the table in AppendixF, we note that the engagement of Sembwaste Pte Ltd was entered into in the ordinarycourse of business and the amount of fees paid to Sembwaste Pte Ltd was on an arm’slength basis and on normal commercial terms.

In addition, with respect to Existing Interested Person Transaction 5, as shown in the tablein Appendix F, the independent professional quantity surveyor that has been commissionedby CMT found the fee to be within a reasonable range and on fair commercial terms.

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Accordingly, we are of the opinion that the terms of agreement of the Existing InterestedPerson Transactions are reasonable, on normal commercial terms and not prejudicial to theinterests of CMT and its minority Unitholders.

The review procedures described above are to be applied by the Manager in relation to theAcquisition.

8. RECOMMENDATION

Based on the considerations set forth in this letter, we are of the opinion that, as at the LatestPracticable Date, 18 March 2010, from a financial point of view, the Acquisition is on normalcommercial terms and is not prejudicial to the interests of CMT and its minority Unitholders,having taken into consideration, inter alia, the following:

(i) the rationale for the Acquisition;

(ii) the Purchase Consideration of S$268.0 million is equivalent to Knight Frank’s open marketproperty valuation of S$268.0 million, and 0.74% lower than CBRE’s open market propertyvaluation of S$270.0 million;

(iii) the annualised property yield for the Forecast Period 2010 of 5.9% for Clarke Quay is:

(a) within the range of 5.75% to 5.90% for comparable CMT’s malls in the CBD but outsidethe OPA;

(b) in line with the estimated entry yields of 5.8% and 5.9% for the acquisitions ofNorthpoint 2 and Yew Tee Point respectively;

(c) within the range of recent third party publicly disclosed assessments of recent retailtransaction property yields in Singapore.

(iv) as at 31 December 2009, Clarke Quay had a total committed occupancy of 94.9%. Incomparison, occupancy rate for the shop space sector in the RCA is 92.7% in Q4 2009;

(v) the positive financial effects of the Acquisition;

(vi) the compliance and review procedures set up by the Trustee and the Manager; and

(vii) the role of the Audit Committee in relation to the Acquisition.

Accordingly, from a financial point of view, ANZ is of the opinion that the Independent Directorscan recommend that Unitholders vote in favour of the Acquisition at the EGM.

Our opinion as disclosed in this letter is based upon the market, economic, industry, monetary andother applicable conditions subsisting on, and the information made available to us as at theLatest Practicable Date.

This opinion is addressed to the Independent Directors and Audit Committee of the Manager fortheir benefit, in connection with, and for the purpose of, their consideration of the Acquisition, thata copy of this opinion may be included in its entirety in the circular to the Unitholders on theproposed Acquisition. This opinion does not constitute, and should not be relied on as arecommendation to, or confer any rights upon, any Unitholder of CMT as to how to vote in relationto the proposed Acquisition or any matter related thereto.

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This opinion is governed by, and construed in accordance with, the laws of Singapore, and isstrictly limited to the matters stated herein and does not apply by implication to any other matter.Nothing herein shall confer or be deemed or is intended to confer any right or benefit to any thirdparty and the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore shall not apply.

Yours faithfullyFor and on behalf ofANZ Singapore Limited

Bill FooManaging Director

Glenn PorrittExecutive Director

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APPENDIX F

EXISTING INTERESTED PERSON TRANSACTIONS

The table below sets out details of all Existing Interested Person Transactions entered into betweenCMT and entities within Temasek Holdings (Private) Limited and its subsidiaries and associates in thecurrent financial year, which are subject of aggregation pursuant to Rule 906 of the Listing Manual.

No. Interested Person Nature of Transaction

Value ofTransaction(1)

(S$’000)

1 Temasek Holdings (Private)Limited

Lease of units #04-15A, #04-16 to #04-19,#04-01 to #04-11, #04-31/32 at TheAtrium@Orchard

3,919

2 Fullerton Fund ManagementCompany Ltd

Renewal of lease for units #05-15 to 22 at TheAtrium@Orchard

2,301

3 StarHub Ltd Renewal of lease for units #B2-17/18/18A atPlaza Singapura

2,152

4 SembWaste Pte Ltd Term contract for the provision of refuse disposalservices at Raffles City Singapore

480

5 CapitaLand Retail ProjectManagement Pte. Limited

Project management fee for asset enhancementworks at Junction 8

113

Total 8,965

Note:

(1) Based on the total contracted value for the entire term of the lease/term contract.

These Existing Interested Person Transactions have been subject to the internal control proceduresestablished by the Manager to ensure that such transactions are undertaken on normal commercialterms and are not prejudicial to the interest of CMT and its minority Unitholders. These proceduresinclude the review and approval of such transactions by the Audit Committee, as appropriate.

Details of the Existing Interested Person Transactions

(1) Transactions with Temasek Holdings (Private) Limited

Two new leases at The Atrium@Orchard were signed with Temasek Holdings (Private) Limited.The lease for units #04-15A and #04-16 to #04-19 commenced from 1 January 2010 to 30 April2012 while the lease for units #04-01 to #04-11 and #04-31/32 will commence from 1 October2010 (at the earliest) to 30 April 2012.

Prior to signing the lease agreement with Temasek Holdings (Private) Limited, the Managercommissioned CB Richard Ellis (Pte) Ltd, an independent property consultant, to provide anindependent opinion on the reasonableness of the terms of the agreement and to ensure they areon normal commercial terms.

F-1

(2) Transaction with Fullerton Fund Management Company Ltd

Fullerton Fund Management Company Ltd is a subsidiary of Temasek Holdings (Private) Limited.As such, Fullerton Fund Management Company Ltd is an interested person of the CMT Group.

The existing lease with Fullerton Fund Management Company Ltd for units #05-15 to #05-22 atThe Atrium@Orchard was renewed from 15 April 2010 to 30 April 2012.

Prior to signing the lease agreement with Fullerton Fund Management Company Ltd, the Managercommissioned CB Richard Ellis (Pte) Ltd, an independent property consultant, to provide anindependent opinion on the reasonableness of the terms of the agreement and to ensure they areon normal commercial terms.

(3) Transaction with StarHub Ltd

StarHub Ltd is a subsidiary of Temasek Holdings (Private) Limited. As such, StarHub Ltd is aninterested person of the CMT Group.

The existing lease with StarHub for units #B2-17/18/18A at Plaza Singapura was renewed from26 January 2010 to 25 January 2013.

Prior to signing the lease agreement with StarHub Ltd, the Manager commissioned CB RichardEllis (Pte) Ltd, an independent property consultant, to provide an independent opinion on thereasonableness of the terms of the agreement and to ensure they are on normal commercialterms.

(4) Transaction with SembWaste Pte Ltd

SembWaste Pte Ltd is an associate of Temasek Holdings (Private) Limited. As such, SembWastePte Ltd is an interested person of the CMT Group.

The term contract with SembWaste Pte Ltd for the provision of refuse disposal services at RafflesCity Singapore was renewed for two years from 1 January 2010 to 31 December 2011.

The engagement of SembWaste Pte Ltd was entered into in the ordinary course of business andthe amount of fees paid to SembWaste Pte Ltd was on an arm’s length basis, based on normalcommercial terms.

(5) Transaction with CapitaLand Retail Project Management Pte. Limited

The Trustee had on 18 March 2010 approved the appointment of CapitaLand Retail ProjectManagement Pte. Limited as the project manager at a maximum fee of S$113,155 for theproposed asset enhancement works at Junction 8.

Prior to the appointment of CapitaLand Retail Project Management Pte. Limited, the proposedproject management fee was reviewed by an independent professional quantity surveyor, DavisLangdon & Seah, who found the fee to be within a reasonable range and on fair commercialterms.

F-2

APPENDIX G

DIRECTORS’ AND SUBSTANTIAL UNITHOLDERS’ INTEREST

1. Directors

Based on the Register of Directors’ Unitholdings maintained by the Manager and save asdisclosed below, none of the Directors currently holds a direct or deemed interest in the Units asat the Latest Practicable Date:

Name ofDirectors

Direct Interest Deemed InterestTotal no. ofUnits held %No. of Units % No. of Units %

Mr James KohCher Siang

342,000 0.0108% — — 342,000 0.0108%

Mr Liew MunLeong

933,479 0.0294% 970,319 0.0305% 1,903,798 0.0599%

Mr Ho CheeHwee Simon

119,700 0.0038% 119,000 0.0037% 238,700 0.0075%

Mr David WongChin Huat

114,000 0.0036% 57,000 0.0018% 171,000 0.0054%

Mr Lim BengChee

66,500 0.0021% 74,100 0.0023% 140,600 0.0044%

2. Substantial Unitholders1

Based on the Register of Substantial Unitholders’ Unitholdings maintained by the Manager, theSubstantial Unitholders of CMT and their interests in the Units as at the Latest Practicable Dateare as follows:

Name ofSubstantialUnitholders

Direct Interest Deemed InterestTotal no. ofUnits held %No. of Units % No. of Units %

TemasekHoldings(Private)Limited(1)

— — 953,684,175 29.98% 953,684,175 29.98%

CapitaLandLimited

— — 950,077,146(2) 29.87% 950,077,146(2) 29.87%

CapitaMallsAsia Limited(3)

— — 950,077,146(2) 29.87% 950,077,146(2) 29.87%

PyramexInvestments PteLtd(4)

570,417,150 17.93% — — 570,417,150 17.93%

Albert ComplexPte Ltd(4)

279,300,000 8.78% — — 279,300,000 8.78%

NTUC FairpriceCo-operativeLimited(5)

125,880,000 3.96% 48,127,000(6) 1.51% 174,007,000 5.47%

The CapitalGroupCompanies,Inc.(7)

— — 282,817,492 8.89% 282,817,492 8.89%


G-1

Notes:

(1) Based on the information provided by Temasek Holdings (Private) Limited as at the Latest Practicable Date. TheManager has on 18 March 2010 disposed 1,000,000 Units. It should be noted that the Register of Unitholdings wouldnot at the Latest Practicable Date reflect this disposal of Units by the Manager as the disposal is conditional uponcompletion of settlement. For the avoidance of doubt, the unitholdings of Temasek Holdings (Private) Limited do notreflect this disposal of Units.

(2) 279,300,000 Units held by Albert Complex Pte Ltd, 570,417,150 Units held by Pyramex Investments Pte Ltd,62,700,000 Units held by Premier Healthcare Services International Pte Ltd and 37,659,996 Units held by theManager.

(3) A subsidiary of CapitaLand Limited. CapitaLand Limited holds a direct interest of 65.50% in CapitaMalls Asia Limited.

(4) A wholly-owned subsidiary of CapitaMalls Asia Limited.

(5) Based on the information provided by NTUC Fairprice Co-operative Limited as at the Latest Practicable Date.

(6) Held by Alphaplus Investments Pte Ltd, a wholly-owned subsidiary of NTUC Fairprice Co-operative Limited.

(7) Based on the information provided by The Capital Group Companies, Inc. as at the Latest Practicable Date.

G-2

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of CapitaMall Trust(“CMT”) will be held on Wednesday, 14 April 2010 at 10.30 a.m. (or as soon thereafter as the AnnualGeneral Meeting of CMT to be held at 10.00 a.m. on the same day and at the same place is concludedor adjourned) at the STI Auditorium, 168 Robinson Road, Level 9, Capital Tower, Singapore 068912,for the purpose of considering and, if thought fit, passing, with or without modifications, the followingresolution:

ORDINARY RESOLUTION: THE PROPOSED ACQUISITION OF CLARKE QUAY

That:

(i) approval be and is hereby given for the acquisition of Clarke Quay (the “Acquisition”) from ClarkeQuay Pte Ltd (the “Vendor”) for a purchase consideration of S$268.0 million, on the terms andconditions set out in the sale and purchase agreement dated 9 February 2010 (the “Sale andPurchase Agreement”) made between HSBC Institutional Trust Services (Singapore) Limited, astrustee of CMT (the “Trustee”), and the Vendor;

(ii) the entry into of the Sale and Purchase Agreement be and is hereby approved and ratified;

(iii) approval be and is hereby given for the payment of all fees and expenses relating to theAcquisition; and

(iv) CapitaMall Trust Management Limited, as manager of CMT (the “Manager”), any director of theManager, and the Trustee be and are hereby severally authorised to complete and do all such actsand things (including executing all such documents as may be required) as the Manager, suchdirector of the Manager or, as the case may be, the Trustee may consider expedient or necessaryor in the interests of CMT to give effect to the Acquisition.

BY ORDER OF THE BOARDCapitaMall Trust Management Limited(Company Registration No. 200106159R)as manager of CapitaMall Trust

Kannan MaliniCompany SecretarySingapore24 March 2010

Important Notice:

(1) A unitholder of CMT entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more thantwo proxies to attend and vote in his/her stead. A proxy need not be a unitholder of CMT.

(2) Where a unitholder of CMT appoints more than one proxy, the appointments shall be invalid unless he/she specifies theproportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy.

(3) The instrument appointing a proxy must be lodged at the Manager’s registered office at 39 Robinson Road, #18-01Robinson Point, Singapore 068911 not less than 48 hours before the time appointed for the Extraordinary General Meeting.

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IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW

Notes to Proxy Form

1. A unitholder of CMT (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to appointone or two proxies to attend and vote in his/her stead.

2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportionof his/her holding (expressed as a percentage of the whole) to be represented by each proxy.

3. A proxy need not be a Unitholder.

4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his/her name in theDepository Register maintained by The Central Depository (Pte) Limited (“CDP”), he/she should insert that number of Units.If the Unitholder has Units registered in his/her name in the Register of Unitholders of CMT, he/she should insert that numberof Units. If the Unitholder has Units entered against his/her name in the said Depository Register and registered in his/hername in the Register of Unitholders, he/she should insert the aggregate number of Units. If no number is inserted, this formof proxy will be deemed to relate to all the Units held by the Unitholder.

5. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the Manager’s registered office at39 Robinson Road #18-01 Robinson Point, Singapore 068911, not less than 48 hours before the time set for theExtraordinary General Meeting.

6. The Proxy Form must be executed under the hand of the appointor or of his/her attorney duly authorised in writing. Wherethe Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of itsattorney or a duly authorised officer.

7. Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorneyor other authority (if any) under which it is signed, or a notarially certified copy of such power or authority must (failingprevious registration with the Manager) be lodged with the Proxy Form; failing which the Proxy Form may be treated asinvalid.

8. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where thetrue intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. Inaddition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder,being the appointor, is not shown to have Units entered against his/her name in the Depository Register as at 48 hoursbefore the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager.

9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attendedor voted at the Extraordinary General Meeting.

10. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before oron the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders presentin person or by proxy, or holding or representing one-tenth in value of the Units represented at the meeting. Unless a pollis so demanded, a declaration by the Chairman that such a resolution has been carried or carried unanimously or by aparticular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votesrecorded in favour of or against such resolution.

11. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation)is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or byproxy shall have one vote for every Unit of which he/she is the Unitholder. A person entitled to more than one vote need notuse all his/her votes or cast them the same way.

CAPITAMALL TRUST(Constituted in the Republic of Singaporepursuant to a trust deed dated 29 October 2001 (as amended))

PROXY FORM

EXTRAORDINARY GENERAL MEETING

IMPORTANT

1. For investors who have used their CPF money to buy unitsin CapitaMall Trust, this Circular is forwarded to them at therequest of their CPF Approved Nominees and is sent FORINFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF Investors andshall be ineffective for all intents and purposes if used or ispurported to be used by them.

3. CPF Investors who wish to attend the Extraordinary GeneralMeeting as observers have to submit their requests throughtheir CPF Approved Nominees within the time framespecified. If they also wish to vote, they must submit theirvoting instructions to the CPF Approved Nominees withinthe time frame specified to enable them to vote on theirbehalf.

4. PLEASE READ THE NOTES TO THE PROXY FORM.

I/We (Name(s) and NRIC no./Passport no./Company Registration no.)

of (Address)

being a unitholder/unitholders of CapitaMall Trust (“CMT”), hereby appoint:

Name Address NRIC/Passport No.

Proportion of Unitholdings

No. of Units %

and/or (delete as appropriate)

Name Address NRIC/Passport No.

Proportion of Unitholdings

No. of Units %

or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend andto vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting of CMTto be held on Wednesday, 14 April 2010 at 10.30 a.m. (or as soon thereafter as the Annual General Meeting of CMTto be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned) at the STI Auditorium,168 Robinson Road, Level 9, Capital Tower, Singapore 068912 and any adjournment thereof. I/We direct my/ourproxy/proxies to vote for or against the resolution to be proposed at the Extraordinary General Meeting as indicatedhereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting athis/her/their discretion, as he/she/they may on any other matter arising at the Extraordinary General Meeting.

Resolution

To be used ona show of hands

To be used in theevent of a poll

For* Against* No. of VotesFor**

No. of VotesAgainst**

1 To approve the Acquisition (Ordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (�) within the box provided.

** If you wish to exercise all your votes “For” or “Against”, please tick (�) within the box provided. Alternatively, please indicatethe number of votes as appropriate.

Dated this day of 2010

Total number of Units held

Signature(s) of unitholder(s)/Common Seal

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -2nd fold here

AffixPostageStamp

The Company SecretaryCapitaMall Trust Management Limited

(as manager of CapitaMall Trust)39 Robinson Road

#18-01 Robinson PointSingapore 068911

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -3rd fold here

CirCular DateD 24 MarCh 2010This CirCular is imporTanT and requires your immediaTe aTTenTion.

CirCular to unitholDers in relation to:the Proposed acquisition of Clarke Quay

iMPortant Dates anD tiMes for unitholDers

event Date and time

last date and time for lodgement of proxy Forms

12 April 2010 at 10.30 a.m.

date and time of eGm 14 April 2010 at 10.30 a.m.(or as soon thereafter as the Annual General Meeting of CMT to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned)

place of eGm STI Auditorium168 Robinson RoadLevel 9, Capital TowerSingapore 068912

MANAGED BYCaPitaMall trust ManaGeMent liMiteD

A wholly-owned subsidiary of A member of

independent financial adviser to the independent Directors and audit Committee of CapitaMall trust Management limited

The SGX-ST takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. 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 in CMT, you should immediately forward this Circular, together with the Notice of EGM and the accompanying Proxy Form in this Circular, 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.

Meanings of capitalised terms may be found in the Glossary of this Circular.

Clarke Quay is an integrated food and beverage, entertainment and lifestyle riverfront destination. It is located along the Singapore River and at the fringe of the CBD. It is within walking distance of the Clarke Quay MRT station, making it easily accessible by public transportation.

East West Line

North South Line

North East Line

Circle Line

MRT station

Clarke Quay

Existing Properties

JuronG enTerTainmenT CenTre

loT one shoppers’ mall

Jurong east interchange

Choa Chu Kang station

Bishan interchange

hougang station

sengkang station

tampines station

sembawang station

BukiT panJanG plaza

rivervale mall

houGanG plaza

semBawanG shoppinG CenTre

imm BuildinG

Tampines mall

JunCTion 8

plaza sinGapuraDhoby Ghaut interchange

BuGis JunCTion

Bugis station

The aTrium@orChard

raFFles CiTy sinGaporeCity hall interchange

orChard mrT

CiTy hall mrT

marina Bay mrT

TanJonG paGar mrT

raFFles plaCe mrT

dhoBy GhauT mrT

ChinaTown mrT

ouTram park mrT

TionG Bahru mrT

Central Business district

raFFles CiTy sinGapore


plaza sinGapura

BuGis JunCTion

north

Brid

ge r

d

vict

oria

st

raffles ave

raffles Blvd

nicoll highway

Bras Basah rd

stamford rd

Cross st

middle rdBenco

olen

st

sout

h B

ridge

rd

shen

ton

way

robi

nson

rd

Cantonm

ent rd

JalanBukit merah

new B

ridge

rd

river valley rdkim seng r

d

zion rd

Ganges ave

Tiong Bahru rd

orchard rd

orchard Blvd

nathan r

d

delta r

d

Grange rd

Centra

l expressway

Cen

tral e

xpress

way

aye

r r

ajah

exp

ress

way

outram

rd

low

er d

elta

rd

CLARkE QuAY


Clarke quay

somerseT mrT

Clarke quay mrT

river valley rdClarke quay

(Constituted in the Republic of Singaporepursuant to a trust deed dated 29 October 2001 (as amended))

The aTrium@orChard

Ca

Pita

Ma

ll

tr

us

t

Circu

lar dated

24 March

2010 (Clarke Q

uay)

Ca CirCular DateD 24 MarCh 2010 This CirCular is imporTanT...

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