Mapletree Industrial Trust : Circular to Unitholders

CIRCULAR DATED 18 JUNE 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Singapore Exchange Securities Trading 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, you should immediately forward 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.

(a unit trust constituted in the Republic of Singapore pursuant to a trust deed dated 29 January 2008 (as amended))

Managed by

MAPLETREE INDUSTRIAL TRUST MANAGEMENT LTD.

(Company Registration No. 201015667D)

CIRCULAR TO UNITHOLDERS IN RELATION TO:

1. THE PROPOSED UNIT BUY-BACK SUPPLEMENT TO THE TRUST DEED; AND
2. THE PROPOSED ADOPTION OF THE UNIT BUY-BACK MANDATE

IMPORTANT DATES AND TIMES FOR UNITHOLDERS
Last date and time for submission of Proxy Forms	:	15 July 2024	(Monday) at 2.30 p.m.
Date and time of Annual General Meeting	:	18 July 2024	(Thursday) at 2.30 p.m.
Place of Annual General Meeting	:	20 Pasir Panjang Road, Mapletree Business City,
		Town Hall - Auditorium, Singapore 117439

I

TABLE OF CONTENTS

		Page
CORPORATE INFORMATION	II
LETTER TO UNITHOLDERS
1.	Summary of Approvals Sought	1
2.	The Proposed Unit Buy-Back Supplement	1
3.	The Proposed Unit Buy-Back Mandate	2
4.	Interests of Directors and Substantial Unitholders	7
5.	Directors' Recommendations	8
6.	Actions to be Taken by Unitholders	8
7.	Directors' Responsibility Statement	8
8.	Document Available for Inspection	9
IMPORTANT NOTICE	10
GLOSSARY	11
ANNEX The Proposed Unit Buy-Back Supplement	13

II

CORPORATE INFORMATION

Directors (the "Directors")	:	Mr Cheah Kim Teck (Non-Executive Chairman and Director)
of Mapletree Industrial Trust		Mr Andrew Chong Yang Hsueh (Lead Independent Non-Executive Director)
Management Ltd. (the "Manager")
	Mr Pok Soy Yoong (Independent Non-Executive Director)
		Ms Chan Chia Lin (Independent Non-Executive Director)
		Mr Guy Daniel Harvey-Samuel (Independent Non-Executive Director)
		Dr Andrew Lee Tong Kin (Independent Non-Executive Director)
		Mr William Toh Thiam Siew (Independent Non-Executive Director)
		Ms Noorsurainah Tengah (Independent Non-Executive Director)
		Mr Chua Tiow Chye (Non-Executive Director)
		Ms Wendy Koh Mui Ai (Non-Executive Director)
		Mr Tham Kuo Wei (Executive Director and Chief Executive Officer)
Registered Office of the Manager	: 10 Pasir Panjang Road
		#13-01 Mapletree Business City
		Singapore 117438
Trustee of MIT (the "Trustee")	:	DBS Trustee Limited
		12 Marina Boulevard Level 44
		DBS Asia Central @
		Marina Bay Financial Centre Tower 3
		Singapore 018982
Unit Registrar and	:	Boardroom Corporate & Advisory Services Pte. Ltd.
Unit Transfer Office		1 Harbourfront Avenue

Keppel Bay Tower #14-07

Singapore 098632

1

(a unit trust constituted in the Republic of Singapore pursuant to a trust deed dated 29 January 2008 (as amended))

Directors of the Manager	Registered Office
Mr Cheah Kim Teck (Non-Executive Chairman and Director)	10 Pasir Panjang Road
Mr Andrew Chong Yang Hsueh (Lead Independent Non-Executive Director)	#13-01 Mapletree Business City
Mr Pok Soy Yoong (Independent Non-Executive Director)	Singapore 117438
Ms Chan Chia Lin (Independent Non-Executive Director)
Mr Guy Daniel Harvey-Samuel (Independent Non-Executive Director)
Dr Andrew Lee Tong Kin (Independent Non-Executive Director)
Mr William Toh Thiam Siew (Independent Non-Executive Director)
Ms Noorsurainah Tengah (Independent Non-Executive Director)
Mr Chua Tiow Chye (Non-Executive Director)
Ms Wendy Koh Mui Ai (Non-Executive Director)
Mr Tham Kuo Wei (Executive Director and Chief Executive Officer)
	18 June 2024
To: Unitholders of Mapletree Industrial Trust ("MIT")
Dear Sir/Madam

1 SUMMARY OF APPROVALS SOUGHT

Mapletree Industrial Trust Management Ltd., in its capacity as manager of MIT (the "Manager"), is seeking approval from unitholders of MIT ("Unitholders") for the following:

1. Extraordinary Resolution 1: the proposed unit buy-back supplement to the trust deed constituting MIT dated 29 January 2008 (as amended) (the "Trust Deed"); and
2. Ordinary Resolution 4: the proposed adoption of a unit buy-back mandate.

Extraordinary Resolution 1 relates to the proposed supplement to the Trust Deed to include provisions regarding the repurchase and redemption of units of MIT ("Units") in the manner set out in the Annex of this Circular (the "Unit Buy-Back Supplement").

As the Unit Buy-Back Supplement is required for the proposed adoption of the mandate for the Manager to exercise its powers to procure the repurchases of Units for and on behalf of MIT without the prior specific approval of Unitholders in a general meeting (the "Unit Buy-Back Mandate"), the proposed adoption of the Unit Buy-Back Mandate under Ordinary Resolution 4 is conditional upon the Unit Buy-Back Supplement being approved by Unitholders under Extraordinary Resolution 1.

The approval of the Unit Buy-Back Supplement under Extraordinary Resolution 1 however, is not conditional upon the Unit Buy-Back Mandate under Ordinary Resolution 4 being approved by Unitholders. Accordingly, the Manager will proceed with the Unit Buy-Back Supplement even if Unitholders do not approve the Unit Buy-Back Mandate.

2 THE PROPOSED UNIT BUY-BACK SUPPLEMENT

2.1 Background

In respect of the repurchase of Units, the Trust Deed currently provides, among others, that where the Manager offers to repurchase or cause the redemption of Units issued when MIT is listed and, upon acceptance of such an offer, the Manager shall do so at the Repurchase Price calculated in accordance with the Trust Deed and in the event the Manager decides to repurchase or cause the redemption of Units, such repurchase or redemption must comply with the listing rules for the time being applicable to the listing of MIT as an investment fund on the SGX-ST and/or the listing rules of any other relevant stock exchange of repute in any country in any part of the world and Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore.

2

In connection with the proposed adoption of the Unit Buy-Back Mandate, the Manager is seeking Unitholders' approval under Clause 28.2 of the Trust Deed to supplement the Trust Deed for the purposes of, among others:

1. allowing the Manager to repurchase Units under a unit buy-back mandate, subject to approval from the Unitholders;
2. providing the Manager with the discretion to determine the repurchase price for a repurchase of Units under a unit buy-back mandate; and
3. setting out other general terms and conditions for the repurchase of Units by the Manager under a unit buy-back mandate.

The full text of the Unit Buy-Back Supplement is set out in the Annex of this Circular.

2.2 Rationale for the Unit Buy-Back Supplement

The Unit Buy-Back Supplement is necessary for the adoption of the Unit Buy-Back Mandate as it would provide the Manager with the ability and the flexibility to undertake repurchases of Units, under a Unit Buy- Back Mandate, during the period such mandate is in force and in accordance with the provisions of the Trust Deed and all applicable laws and regulations, including but not limited to the Listing Manual of the SGX-ST (the "Listing Manual").

3 THE PROPOSED UNIT BUY-BACK MANDATE

1. The Proposed Unit Buy-Back Mandate
   Subject to Unitholders' approval of Extraordinary Resolution 1, the Manager intends to seek the approval of Unitholders for the proposed Unit Buy-Back Mandate at the AGM (as defined herein) under Ordinary Resolution 4.
2. Rationale for the Unit Buy-Back Mandate
   The Manager aims to deliver sustainable returns to Unitholders and achieve long-term stability in distribution per Unit ("DPU") and net asset value ("NAV") per Unit, while maintaining an appropriate capital structure. In alignment with this objective, the approval of the Unit Buy-Back Mandate authorising the Manager to repurchase Units for and on behalf of MIT would give the Manager the flexibility to undertake repurchases of Units of up to the 5.0% limit described in paragraph 3.3.1 of this Circular at any time, during the period when the Unit Buy- Back Mandate is in force ("Unit Buy-Back").
   The rationale for seeking the Unit Buy-Back Mandate is as follows:
3. 1. Enhanced Capital Efficiency: the Unit Buy-Back Mandate would serve as a flexible and cost-effective capital management tool to allocate capital and enhance long-term returns for Unitholders by improving DPU for Unitholders and/or the NAV per Unit; and
   2. Stabilisation of Unit Prices: the Unit Buy-Back Mandate, when exercised at appropriate times, would allow the Manager to mitigate market volatility and counter the effects of speculative trading of the Units. This would support a more stable market price for the Units and bolster market confidence in MIT.

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

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

Rule 723 of the Listing Manual requires MIT to ensure that at least 10.0% of its Units are at all times held by the public (the "Public Float"). As at 20 May 2024, being the latest practicable date prior to the printing of this Circular (the "Latest Practicable Date"), the Public Float was approximately 72.87% and accordingly, the Manager is of the view that the orderly trading and the listing status of the Units on the SGX-ST is not likely to be affected by the Unitholders' approval of the Unit Buy-Back Mandate and the repurchases of Units thereunder.

3.3 Authority and Limits on the Unit Buy-Back Mandate

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

3.3.1 Maximum Limit

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

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

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FOR ILLUSTRATIVE PURPOSES ONLY: On the basis of 2,835,380,283 Units in issue as at the Latest Practicable Date, and assuming that no further Units are issued on or prior to the AGM at which the Unit Buy-Back Mandate is approved, not more than 141,769,014 Units (representing 5.0% of the issued Units) may be repurchased by the Manager pursuant to the Unit Buy-Back Mandate during the Mandate Duration (as defined herein).

3.3.2 Duration of Authority

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

1. the date on which the next annual general meeting of MIT is held;
2. the date by which the next annual general meeting of MIT is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or
3. the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated,

(the "Mandate Duration").

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

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

3.3.3 Manner of Repurchase

Repurchases of Units may be made by way of:

1. market repurchase(s) ("Market Repurchases"); and/or
2. off-marketrepurchase(s) ("Off-Market Repurchases").

Market Repurchases refer to repurchases of Units by the Manager effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, through one or more duly licensed stockbrokers appointed by the Manager for the purpose.

Off-Market Repurchases refer to repurchases of Units by the Manager (which are not Market Repurchases) made under an equal access scheme or schemes for the repurchase of Units from Unitholders in accordance with the Trust Deed, as proposed to be supplemented by the Unit Buy-Back Supplement. In this regard, an Off-Market Repurchase must satisfy all the following conditions:

1. offers for the repurchase or acquisition of Units shall be made to every person who holds Units to repurchase or acquire the same percentage of their Units;
2. all of the above-mentioned persons shall be given a reasonable opportunity to accept the offers made to them; and
3. the terms of all the offers shall be the same, except that there shall be disregarded:
4. 1. differences in consideration attributable to the fact that offers may relate to Units with different accrued distribution entitlements;
   2. differences in consideration attributable to the fact that the offers may relate to Units with different amounts remaining unpaid; and
   3. differences in the offers introduced solely to ensure that each Unitholder is left with a whole number of Units.

Additionally, the Listing Manual provides that, in making an Off-Market Repurchase, the Manager must issue an offer document to all Unitholders which must contain, inter alia:

1. the terms and conditions of the offer;
2. the period and procedures for acceptances;

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1. 1. the reasons for the proposed Unit repurchases;
   2. the consequences, if any, of Unit repurchases by the Manager that will arise under the Singapore Code on Take-overs and Mergers (the "Code") or other applicable takeover rules;
   3. whether the Unit repurchases, if made, could affect the listing of the Units on the SGX-ST;
   4. details of any Unit repurchases made by the Manager in the previous 12 months (whether Market Repurchases or Off-Market Repurchases in accordance with an equal access scheme), giving the total number of Units repurchased, the repurchase price per Unit or the highest and lowest prices paid for the repurchases, where relevant, and the total consideration paid for the repurchases; and
   5. whether the Units repurchased by the Manager will be cancelled or, where permissible, kept as treasury Units.

   3.3.4 Repurchase Price

   The Manager has the discretion to determine the repurchase price for a repurchase of Units under a Unit buy-back mandate, subject to such repurchase price not exceeding 105.0% of the Average Closing Price (as defined herein) of the Units for both a Market Repurchase (in accordance with Rule 884 of the Listing Manual) and an Off-Market Repurchase, excluding brokerage, stamp duty, commission, applicable goods and services tax and other related expenses ("Related Expenses") of such repurchase (the "Maximum Price").

   For the purposes of this paragraph 3.3.4:

   "Average Closing Price" means the average of the closing market prices of the Units over the last five Market Days (as defined herein), on which transactions in the Units were recorded, immediately preceding the date of the Market Repurchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Repurchase, and deemed to be adjusted for any corporate action that occurs during the relevant five Market Days and the date of the Market Repurchase(s) or, as the case may be, the date of the making of the offer pursuant to the Off-Market Repurchase(s); and

   "date of the making of the offer" means the date on which the Manager makes an offer for an Off- Market Repurchase, stating therein the repurchase price (which shall not be more than the Maximum Price for an Off-Market Repurchase calculated on the foregoing basis) for each Unit and the relevant terms of the equal access scheme for effecting the Off-Market Repurchase.

2. Status of Repurchased Units
   Under the Trust Deed (as proposed to be supplemented by the Unit Buy-Back Supplement), a Unit repurchased by way of a Unit buy-back shall be deemed cancelled immediately on repurchase (and all rights and privileges attached to such Unit will expire on such cancellation).
3. Reporting Requirements
   Rule 886 of the Listing Manual specifies that an issuer shall notify the SGX-ST of all repurchases or acquisitions of its Units not later than 9.00 a.m.:

1. in the case of a Market Repurchase, on the Market Day following the day on which the Market Repurchase was made; or
2. in the case of an Off-Market Repurchase under an equal access scheme, on the second Market Day after the close of acceptance of the offer for the Off-Market Repurchase.

The notification of any such repurchases of Units to the SGX-ST (in the form of an announcement on the SGXNet) shall be in such form and shall include such details as the SGX-ST may prescribe.

The Manager shall make arrangements with the appointed stockbrokers and/or custodians to ensure that they provide the Manager in a timely fashion the necessary information which will enable the Manager to make the notifications to the SGX-ST.

3.6 Sources of Funds

The Manager may only apply funds for the repurchase of Units as provided in the Trust Deed (as proposed to be supplemented by the Unit Buy-Back Supplement) and in accordance with the applicable laws and regulations in Singapore. The Manager may not repurchase Units for a consideration other than in cash.

The Manager intends to utilise MIT's internal sources of funds, external borrowings or a combination of both to finance the Manager's repurchase of Units on behalf of MIT pursuant to the Unit Buy-Back Mandate, subject always to the requirements of the applicable laws and/or regulations in force at the relevant time.

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3.7 Financial Effects

It is not possible for the Manager to calculate realistically or quantify the impact of repurchases of Units that may be made pursuant to the Unit Buy-Back Mandate on the NAV per Unit and DPU as the resultant effect would depend on, among others, the aggregate number of Units repurchased and the repurchase prices paid for such Units.

MIT's total number of issued Units will be diminished by the total number of Units repurchased by way of a Unit Buy-Back as such Units will be cancelled.

The Manager will only exercise the Unit Buy-Back Mandate when it considers it to be in the best interests of MIT and the Unitholders. The Manager will consider factors such as the working capital requirements, availability of financial resources, the investment and growth strategies of MIT and the prevailing market conditions before repurchasing Units under the Unit Buy-Back Mandate. The Manager does not intend to exercise the Unit Buy- Back Mandate to such an extent as would have a material adverse effect on the financial position of MIT.

FOR ILLUSTRATIVE PURPOSES ONLY: The financial effects of a Unit buy-back on MIT are based on the assumptions set out below:

1. 141,769,014 Units (representing approximately 5.0% of the issued Units as at the Latest Practicable Date) are repurchased by the Manager pursuant to the Unit Buy-Back Mandate on 1 April 2023;
2. 2,835,380,283 Units are in issue as at the Latest Practicable Date (assuming no further Units are issued on or prior to the AGM at which the Unit Buy-Back Mandate is approved);
3. Units are repurchased by the Manager at the Maximum Price of S$2.3084 per Unit (being the price equivalent to 105.0% of the Average Closing Price of the Units immediately preceding the Latest Practicable Date), and accordingly, the maximum amount of funds required for the repurchase of the 141,769,014 Units, representing 5.0% of the issued Units as at the Latest Practicable Date (excluding Related Expenses) is approximately S$327.3 million;
4. the Unit Buy-Back Mandate has been effective since 1 April 2023;
5. all Units repurchased under the Unit Buy-Back Mandate are cancelled;
6. the repurchases of Units are funded solely by external borrowings; and
7. there are no changes to the distribution policy to Unitholders.

Based on the assumptions set out above, the financial effects of the repurchase of 141,769,014 Units (representing 5.0% of the issued Units as at the Latest Practicable Date) by the Manager pursuant to the Unit Buy-Back Mandate are set out below based on the audited consolidated financial statements of MIT and its subsidiaries (the "Group") for the financial year ended 31 March 2024 ("FY2023/2024" and the audited consolidated financial statements of the Group for FY2023/2024, the "FY2023/2024 Audited Financial Statements"):

		Pro forma
		financial effects of
	FY2023/2024	Unit repurchases on
	Audited	the FY2023/2024
	Financial	Audited Financial
	Statements	Statements
Net Assets attributable to Unitholders of MIT (S$ million)	4,984.6	4,657.3
Current Assets (S$ million)	163.7	163.7
Current Liabilities (S$ million)	224.9	224.9
Number of issued Units (as at the Latest Practicable Date) (million)	2,835.4	2,693.6
Financial Ratios
Adjusted NAV per Unit (excluding outstanding distributable	1.72	1.69
income) (S$)
Distribution per Unit (Singapore cents)	13.43	13.66
Aggregate Leverage (%)	38.7	42.3

Unitholders should note that the financial effects set out in the table above are based on the FY2023/2024 Audited Financial Statements and are presented strictly for illustrative purposes only. The results of the Group for FY2023/2024 may not be representative of future performance. Although the Unit Buy-Back Mandate would authorise the Manager to repurchase up to 5.0% of the total number of issued Units, the Manager may not necessarily repurchase or be able to repurchase the entire 5.0% of the total number of issued Units at any time while the Unit Buy-Back Mandate is in force.

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1. Taxation
   Unitholders who are in doubt as to their respective tax positions or the tax implications of Unit repurchases by the Manager, or, who may be subject to tax whether in or outside Singapore, should consult their own professional advisers.
2. Black-OutPeriods
   The Manager will not repurchase any Units for and on behalf of MIT at any time after a material price sensitive development has occurred or has been the subject of a decision until such time the price sensitive information has been publicly announced. In addition, the Manager will not repurchase Units for and on behalf of MIT during the period commencing two weeks before the announcement of the Group's financial statements for each of the first three quarters of its financial year and the period commencing one month before the announcement of the Group's full year financial statements.
3. Take-overImplications
   The circumstances under which Unitholders and persons acting in concert with them will incur an obligation to make a mandatory take-over offer under Rule 14 of the Code after a repurchase of Units by the Manager are set out in Appendix 2 of the Code. The take-over implications which may arise from any repurchase by the Manager of Units by way of a Unit buy-back are set out below.
4. 1. Obligation to make a Take-over Offer
      If, as a result of any repurchase by the Manager of the Units, the proportionate interest in the voting rights of a Unitholder and persons acting in concert with him increases, such increase will be treated as an acquisition for the purposes of Rule 14 of the Code. Consequently, a Unitholder or a group of Unitholders acting in concert could obtain or consolidate effective control of MIT and become obliged to make a mandatory take-over offer under Rule 14 of the Code.
   2. Persons Acting in Concert
      Applying the Code to MIT, to the extent possible, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of Units (or otherwise), to obtain or consolidate effective control of MIT.
      Unless the contrary is established, the following persons, among others, will be presumed to be acting in concert, namely:
   3. 1. the following companies:
      2. 1. a company ("(A)");
         2. the parent company of (A) ("(B)");
         3. the subsidiaries of (A) (each, "(C)");
         4. the fellow subsidiaries of (A) (each, "(D)");
         5. the associated companies of any of (A), (B), (C), or (D) (each, "(E)");
         6. companies whose associated companies include any of (A), (B), (C), (D) or (E); and
         7. any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing companies for the purchase of voting rights; and

1. a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts).

For this purpose, a company is an "associated company" (as defined in the Code) of another company if the second company owns or controls at least 20.0% but not more than 50.0% of the voting rights of the first-mentioned company.

3.10.3 Effect of Rule 14 and Appendix 2 of the Code

In general terms, the effect of Rule 14 and Appendix 2 of the Code is that, unless exempted2, Unitholders and/or persons acting in concert with them will incur an obligation to make a mandatory take-over offer under Rule 14 of the Code if, as a result of the Manager repurchasing Units by way of a Unit buy-back, the voting rights of such Unitholders and/or their concert parties would increase to 30.0% or more, or in the event that such Unitholders and/or their concert parties hold between 30.0% and 50.0% of the voting rights in MIT, if the voting rights of such Unitholders and/or their concert parties would increase by more than 1.0% in any period of six months.

2 Unitholders and/or persons acting in concert with them will be exempt from the requirement to make a mandatory take-over offer under Rule 14 of the Code upon the satisfaction of the conditions set out in paragraph 3(a) of Appendix 2 of the Code.

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Under Appendix 2 of the Code, a Unitholder not acting in concert with the Directors will not be required to make a mandatory take-over offer under Rule 14 of the Code if, as a result of the Manager repurchasing Units by way of a Unit buy-back, the voting rights of such Unitholder would increase to 30.0% or more, or, if such Unitholder holds between 30.0% and 50.0% of the voting rights in MIT, the voting rights of such Unitholder would increase by more than 1.0% in any period of six months. Such Unitholder need not abstain from voting in respect of the resolution relating to the Unit Buy-Back Mandate.

Based on the interests of the Substantial Unitholders (as defined herein) in Units recorded in the Register of Substantial Unitholders and information available to the Manager as at the Latest Practicable Date3 and before the purchase of Units, none of the Substantial Unitholders would become obliged to make a take-over offer for MIT under Rule 14 of the Code as a result of any repurchase of Units by the Manager pursuant to the Unit Buy-Back Mandate of the maximum limit of 5.0% of its issued Units as at the Latest Practicable Date.

Important:

The statements herein do not purport to be a comprehensive or exhaustive description of all the relevant provisions of, or all the implications that may arise under the Code. Unitholders are advised to consult their professional advisers and/or the Securities Industry Council at the earliest opportunity as to whether an obligation to make a mandatory take-over offer would arise by reason of any Unit repurchases by the Manager.

3.11 Unitholders' Approval

In view of the foregoing, the Manager is seeking the approval of Unitholders for the resolution relating to the Unit Buy-Back Mandate.

Important:

Unitholders should note that by voting in favour of the resolution relating to the Unit Buy-Back Mandate, they will be authorising the Manager to procure the repurchases of Units on the terms and conditions set out in paragraph 3 of this Circular and in accordance with the provisions of the Trust Deed (as proposed to be supplemented by the Unit Buy-Back Supplement) and all applicable laws and regulations including, but not limited to, the Listing Manual.

4 INTERESTS OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS

4.1 Interests of Directors

Based on the Register of Directors' Unitholdings maintained by the Manager, the direct and deemed interests and voting rights of the Directors as at the Latest Practicable Date are as follows:

	Direct Interest	Deemed Interest	Total no. of
Name of Director	No. of Units	%(1)	No. of Units	%(1)	Units held	%(1)
Mr Cheah Kim Teck	250,000	0.009	-	-	250,000	0.009
Mr Andrew Chong Yang Hsueh	-	-	-	-	-	-
Mr Pok Soy Yoong	-	-	289,981	0.010	289,981	0.010
Ms Chan Chia Lin	42,778	0.001	353,732	0.012	396,510	0.013
Mr Guy Daniel Harvey-Samuel	100,000	0.004	-	-	100,000	0.004
Dr Andrew Lee Tong Kin	-	-	-	-	-	-
Mr William Toh Thiam Siew	289,600	0.010	-	-	289,600	0.010
Ms Noorsurainah Tengah	-	-	-	-	-	-
Mr Chua Tiow Chye	-	-	1,707,569	0.060	1,707,569	0.060
Ms Wendy Koh Mui Ai	-	-	1,397,999	0.049	1,397,999	0.049
Mr Tham Kuo Wei	643,098	0.023	-	-	643,098	0.023

Note:

1. The percentage interest is based on total issued Units of 2,835,380,283 as at the Latest Practicable Date.

3 Please refer to paragraph 4.2 of this Circular for the interests of the Substantial Unitholders as at the Latest Practicable Date.