Strategic Entry into Japan's Data Centre Market

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Mapletree Industrial Trust

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Mapletree Industrial Trust

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Industrial

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2023

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#1mapletree industrial Ginvestor Proposed Acquisition of a Data Centre in Osaka, Japan 25 May 2023#2Important Notice mapletree industrial NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA ("U.S."), EUROPEAN ECONOMIC AREA, UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA This presentation should be read in conjunction with the announcements released by Mapletree Industrial Trust ("MIT") on 25 May 2023 titled "The Proposed Acquisition of a Data Centre Asset in Osaka, Japan". This presentation has been prepared by Mapletree Industrial Trust Management Ltd., as the manager of MIT (the "Manager") for information purposes only and should not be used for any other purposes. The contents of this presentation have not been reviewed by any regulatory authority. The information and opinions in this presentation are provided as at the date of this document (unless stated otherwise), are subject to change without notice, its accuracy is not guaranteed and it may not contain all material information concerning MIT. None of the Manager, MIT nor any of their respective affiliates, advisors and representatives or any of their respective holding companies, subsidiaries, affiliates, associated undertakings or controlling persons, or any of their respective directors, officers, partners, employees, agents, representatives, advisers (including any bookrunner and underwriter in respect of any equity fund raising that may be undertaken by the Manager) or legal advisers makes any representation or warranty, express or implied, and whether as to the past or the future regarding, and none of them assumes any responsibility or liability whatsoever (in negligence or otherwise) for, the fairness, accuracy, completeness or correctness of, or any errors or omissions in, any information contained herein or as to the reasonableness of any assumption contained herein or therein, or for any loss howsoever arising whether directly or indirectly from any use, reliance or distribution of these materials or its contents or otherwise arising in connection with this presentation. Further, nothing in this presentation should be construed as constituting legal, business, tax or financial advice. None of Mapletree Investments Pte Ltd (the "Sponsor"), MIT, the Manager, DBS Trustee Limited (as trustee of MIT, the "Trustee") or their respective subsidiaries, affiliates, advisors, agents or representatives have independently verified, approved or endorsed the material herein. This presentation contains forward-looking statements that involve assumptions, risks and uncertainties. Such forward-looking statements are based on certain assumptions and expectations of future events regarding MIT's present and future business strategies and the environment in which MIT will operate, and must be read together with those assumptions. Although the Manager believes that such forward-looking statements are based on reasonable assumptions, it can give no assurance that these assumptions and expectations are accurate, projections will be achieved, or that such expectations will be met. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these risks, uncertainties and assumptions include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses including employee wages, benefits and training, governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward- looking statements, which are based on the Manager's current view of future events. The Manager does not assume any responsibility to amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise. The past performance of MIT and the Manager is not necessarily indicative of their future performance. These materials contain a summary only and do not purport to contain all of the information that may be required to evaluate any potential transaction mentioned in this presentation. You should conduct your own independent analysis of the Sponsor, the Manager and MIT, including consulting your own independent legal, business, tax and financial advisers and other advisers in order to make an independent determination of the suitability, merits and consequences of investment in MIT. The value of units in MIT ("Units") and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by the Manager, or any of its affiliates. An investment in Units is subject to 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 is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This presentation is for information only and does not constitute or form part of an offer, solicitation, recommendation or invitation for the sale or purchase of any securities of MIT in Singapore or any other jurisdiction nor should it or any part of it form the basis of or be relied upon in connection with any investment decision, contract or commitment whatsoever. You agree that you will not rely on any representation or warranty implied herein or the information contained herein in any action or decision you may take or make. This presentation is being provided to you for the purpose of providing information in relation to the forthcoming transaction by MIT. The contents of this presentation have not been approved by an authorised person within the meaning of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA") and such approval is, unless an exemption applies, required by section 21 of the FSMA. The issue or distribution of this presentation in the United Kingdom is being made only to, or directed only at persons falling within one or more of the following exemptions from the financial promotion regime in sections 21 and 238 of the FSMA: (i) authorised firms under the FSMA and certain other investment professionals falling within article 19 of the FSMA (Financial Promotion) Order 2005 (the "FPO") or article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the "SPO") and directors, officers and employees acting for such entities in relation to investment; (ii) high value entities falling within article 49(2)(a) to (d) of the FPO or article 22(2)(a) to (d) of the SPO and directors, officers and employees acting for such entities in relation to investment; or (iii) persons who receive this communication outside the United Kingdom. The securities of MIT have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Manager does not intend to conduct a public offering of any securities of MIT in the United States. Neither this presentation nor any part thereof may be (a) used or relied upon by any other party or for any other purpose, (b) copied, photocopied, duplicated or otherwise reproduced in any form or by any means, or (c) forwarded, published, redistributed, passed on or otherwise disseminated or quoted, directly or indirectly, to any other person either in your organisation or elsewhere. By attending this presentation, you agree to be bound by the terms above. 2#3Overview of the Proposed Acquisition mapletree Proposed Acquisition Purchase Consideration / Effective Consideration Valuation³ Acquisition of a data centre in downtown Osaka, Japan 100% Basis: JPY52.0 billion (approximately S$507.9 million¹) 98.47% MIT effective interest²: JPY51.2 billion (approximately S$500.1 million) 100% Basis: JPY52.0 billion (approximately S$507.9 million) MIT Total Acquisition Outlay4 JPY51.8 billion (approximately S$505.9 million) Vendor Land Area Land Tenure Net Lettable Area Completion Date Suma Tokutei Mokuteki Kaisha Approx. 45,280 sq ft 70 years from 1 Oct 2020 (67.3 years remaining as at 30 Jun 2023) Approx. 136,900 sq ft By 3Q 2023 industrial 1234 Unless otherwise stated, an illustrative exchange rate of JPY102.38 to S$1.00 is used in this presentation. The balance of the Purchase Consideration will be funded by the Sponsor, Mapletree Investments Pte Ltd ("MIPL"). Based on the independent valuation of JLL Morii Valuation & Advisory K.K. as at 30 Apr 2023 using cost approach and income capitalisation approach. 4 Comprising the Effective Consideration, the acquisition fee to the Manager for the Proposed Acquisition, the estimated professional and other fees and expenses incurred or to be incurred by MIT in connection with the Proposed Acquisition. 3#4Property Overview mapletree industrial IT Capacity >10 MW Uptime Tier Equivalent¹ Tier III+ Occupancy Rate² 100% Tenant Established Data Centre Operator WALE3 ~20 years High-quality, Newly-built Data Centre × Multi-storey fully-fitted data centre Located in downtown Osaka Construction and first phase of fit-out works completed in Nov 2022 with remaining three fit-out phases to be completed progressively by May 2025 100% leased to an established data centre operator² Net lease structure with minimal landlord operational obligations Japan 3rd largest data centre market in APAC4 Osaka Tokyo Data centre locations 100% committed occupancy by the same tenant has been secured for the Property, including all four fit-out phases. 1 With reference to Uptime Institute's Tier Classification System. 2 3 By gross rental income ("GRI") as at 30 Jun 2023. 4 Source: DC Byte, Japan Data Centre Market Report, 2023. 4#5Proposed Holding Structure Singapore Golden Share Japan ISH Yuri Mapletree Industrial Trust Redwood DC Holdings Pte Ltd Etowah DC Holdings Pte Ltd Hudson DC Holdings Pte Ltd mapletree industrial Common Shares (100%) Preferred Share (49%) TK contribution (97%) ISH Yuri 3 Preferred Share (51%) Yuri TMK Trust Beneficial Interest in data centre in Osaka Godo Kaisha (GK) Yuri 3 Common Share (100%) 5#6Rationale for and Benefits of the Proposed Acquisition mapletree industrial Strategic Entry into Japan 1 Third largest data centre market in Asia Pacific 2 3 Further Rejuvenates and Rebalances MIT's Portfolio High-quality modern data centre strategically located in downtown Osaka Enhances Income Stability of the Enlarged Portfolio Stable cashflow from long WALE with minimal operating risk 4 DPU and NAV per Unit Accretive 5 Leverages Sponsor's Strong Support and Broad Platform CO 6#71 Strategic Entry into Japan mapletree Maiden acquisition in Japan, the third largest APAC data centre market industrial With >3,000 MW of total IT load¹, Japan is among the most developed data centre markets in APAC ➤ Data centres concentrated in Greater Tokyo (77%¹) and Greater Osaka (21%¹) APAC Data Centre Supply by Country¹ 1 Rest of APAC 24% South Korea 7% Australia 11% Japan 12% Drivers for Data Centre Demand in Japan 000. China 28% Deployment & adoption of 5G Internet Of Things Cloud Adoption Online Gaming India 18% Artificial Intelligence E-Commerce & E-Payments Digitisation trends Social Media & Video Streaming Japanese Government's Society 5.0 plan aims to further economic development and resolve social issues through technology Source: DC Byte, Japan Data Centre Market Report, 2023. Based on total IT load including live, under construction, committed and early stage. 7#81 Strategic Entry into Japan (Osaka) mapletree Growing hyperscaler demand for Osaka as a key alternative hub to Tokyo industrial Separate Cloud Region to Tokyo Many cloud service providers only have one availability zone in Osaka × Growth potential as cloud service providers will require more distributed capacity to ensure redundancy Sustained Growth Potential Underserved market with large headroom for growth as Osaka's Total MW per Million Capita 1, 2023-27E Take-up CAGR 1,3 60% below Tokyo 73.4 MW per Capita still ~60% below Tokyo's Faster growth than Tokyo from 2023-27E, with multiple growing data centre clusters 184.5 14% 13% Osaka Tokyo Osaka Tokyo 1 Source: DC Byte, Japan Data Centre Market Report, 2023. 2 Source: Statistics Bureau of Japan. 3 Based on total IT capacity as at May 2023. Includes live, under construction, committed and early stage data centre capacity, divided by respective populations of Tokyo and Osaka. 8#92 Further Rejuvenates and Rebalances MIT's Portfolio mapletree Enlarges presence in the growing data centre sector Increases MIT's exposure to data centres from 53.7% 1,2 to 56.3% 1,3 Increases MIT's exposure to APAC data centres from 3.4% 1,2 to 8.7% 1,3 Pre-Acquisition: Portfolio Breakdown by Asset Type 1 16.4% 5.8% 0.6% industrial Post-Acquisition: Portfolio Breakdown by Asset Type¹ 0.6% 5.5% 15.4% 6.2% AUM 2 S$8.8 billion Data Centres: 53.7% North America: 50.3% Singapore: 3.4% 5.9% AUM 3 S$9.3 billion Data Centres: 56.3% • North America: 47.6% Japan: 5.5% Singapore: 3.2% 17.3% 16.4% ■ Data Centres Hi-Tech Buildings ■ Business Park Buildings AUM by Geography ■ Flatted Factories ▪ Stack-up/Ramp-up Buildings AUM by Geography Light Industrial Buildings North America 50.3% North America Singapore 49.7% Singapore Japan New 47.6% 46.9% 5.5% 1 By AUM. 2 Based on MIT's book value of investment properties as well as MIT's interest of the joint venture with MIPL in three fully fitted hyperscale data centres and 10 powered shell data centres in North America and included MIT's right of use assets as at 31 Mar 2023. 3 Based on MIT's portfolio as at 31 Mar 2023 and the Total Acquisition Outlay with MIT's effective interest of 98.47% in the Property. 9#102 Further Rejuvenates and Rebalances MIT's Portfolio mapletree High-quality, modern data centre strategically located in downtown Osaka industrial High-Quality Modern Data Centre Newly completed data centre Tier III+ equivalent¹ data centre with sufficient redundancy to support mission critical needs × Industry-leading energy efficiency Built to highest seismic design standards (base isolation technology) Strategic Location in Downtown Osaka Close proximity to prime CBD Close to key network hubs, which host multiple internet exchanges Limited new supply due to scarcity of land and prohibitive cost 1 With reference to Uptime Institute's Tier Classification system. Amagasaki ла Park BALL Universal-City ヨバーサルシ 38 Juso Shin-Osaka Shin-Osaka Sta. Kuchu Teien Observatory 吉田スカイビル BOOUERS Osaka Sta. Nakanos Muse Shin-fukushima 大阪 Sta. Osaka- Umeda Sta. Umeda Sta. Osaka City 大阪市 JR various lines Shinkansen and JR various lines Metro line Kobe Line, Takarazuka Line, Kyoto Line Osaka Castle 大阪城 300 10#113 Enhances Income Stability of the Enlarged Portfolio mapletree WALE of ~20 years' improves lease expiry profile Portfolio WALE will increase from 3.9 years² to 4.5 years³ Proportion of leases expiring in FY28/29 and beyond will increase from 28.1%² to 30.5%³ Pre-Acquisition: Lease Expiry Profile² Post-Acquisition: Lease Expiry Profile³ industrial 17.3% 16.1% 16.0% 13.5% 9.0% 28.1% 16.7% 15.7% 15.4% 13.0% 8.7% 30.5% FY23/24 FY24/25 FY25/26 FY26/27 FY27/28 FY28/29 & Beyond FY23/24 FY24/25 FY25/26 FY26/27 FY27/28 FY28/29 & Beyond ■ Data Centres Hi-Tech Buildings Business Park Buildings ■Flatted Factories Portfolio WALE: 3.9 years 1 By GRI as at 30 Jun 2023. Stack-up/Ramp-up Buildings Light Industrial Buildings Portfolio WALE: 4.5 years 2 By GRI as at 31 Mar 2023. Based on MIT's 50% interest of the joint venture with MIPL in three fully fitted hyperscale data centres and 10 powered shell data centres in North America through Mapletree Rosewood Data Centre Trust ("MRODCT"). 3 Based on MIT's portfolio as at 31 Mar 2023 and assuming that the Proposed Acquisition is completed on 30 Jun 2023 with MIT's effective interest of 98.47% in the Property. 11#123 Enhances Income Stability of the Enlarged Portfolio mapletree 100% leased to an established data centre operator ■ Diversifies MIT's tenant base and reduces the exposure to any single tenant from 5.9%¹ to 5.7%² × Net lease structure with minimal landlord operational obligations industrial Pre and Post-Acquisition: Top 10 Tenants 1,2 5.9% 5.7% 5.4%5.2% 4.3% 0.7% Pre-Acquisition¹ Post-Acquisition² 3.2% 03.0% 3.0%2.9% 2.5% 2.4% 2.5% 2.4% 2.1% 2.0% 1.8% 1.7% 1.7% 1.6% hp AT&T Established Data Centre Operator2,3 Global Colocation Provider³ Global Social Media Company³ evoque STTelemedia NYSE-listed Telco³ EQUINIX BANK OF AMERICA 1 By GRI as at 31 Mar 2023. Based on MIT's 50% interest of the joint venture with MIPL in three fully fitted hyperscale data centres and 10 powered shell data centres in North America through MRODCT. 2 Based on MIT's portfolio as at 31 Mar 2023 and assuming that the Proposed Acquisition is completed on 30 Jun 2023 with MIT's effective interest of 98.47% in the Property. 3 The identities of the tenants cannot be disclosed due to the strict confidentiality obligations under the lease agreements. 12#133 Enhances Income Stability of the Enlarged Portfolio mapletree industrial Extends lease expiry of underlying leasehold land from 35.3 years 1,2 to 35.4 years 1,3 The Property has 70-year land lease commencing from 1 Oct 2020 Freehold land will continue to make up the majority of MIT's Portfolio at 65.6%¹ Remaining Years to Expiry on Underlying Land Leases¹ 17.8% 17.8% Pre-Acquisition² Post-Acquisition³ 65.7% 65.6% 9.9% 9.9% 4.2% 4.2% 2.2% 2.3% 0.1% 0.1% 0 to 20 years >20 to 30 years >30 to 40 years >40 to 50 years More than 50 years Freehold 1 By land area as at 31 Mar 2023. 2 3 As at 31 Mar 2023. Based on MIT's 50% interest of the joint venture with MIPL in three fully fitted hyperscale data centres and 10 powered shell data centres in North America through MRODCT. Based on MIT's portfolio as at 31 Mar 2023 and assuming that the Proposed Acquisition is completed on 30 Jun 2023 with MIT's effective interest of 98.47% in the Property. 13#144 DPU and NAV per Unit Accretive 2.1% DPU accretive¹ and 0.5% NAV per Unit accretive 2 mapletree industrial Distribution Per Unit (Singapore cents)1 13.57 13.85 +2.1% Net Asset Value Per Unit (S$)² 1.85 FY22/23 Pro Forma FY22/23 after Proposed Acquisition¹ As at 31 March 2023 +0.5% 1.86 Pro Forma as at 31 March 2023 after Proposed Acquisition² 1 2 Based on Number of Units in issue as at 31 Mar 2023 and (a) approximately 91.5 million New Units issued from the Private Placement and (b) approximately 0.8 million new Units issued in aggregate as payment for 100.0% of the base fees in relation to the services rendered to the Property for the periods 1 Apr 2022 to 30 Jun 2022, 1 Jul 2022 to 30 Sep 2022, 1 Oct 2022 to 31 Dec 2022, based on the historical issue prices of management fees paid in Units for MIT's existing portfolio for such quarters. Based on Number of Units in issue as at 31 Mar 2023 and approximately 91.5 million New Units issued from the Private Placement. 14#151 5 Leverages Sponsor's Strong Support and Broad Platform mapletree Sponsor owns and manages S$78.7bn¹ globally, including S$4.4bn in Japan industrial Sponsor, Mapletree Investments, is a global real estate development, investment, capital and property management company with presence across APAC, Europe, the UK and North America MIT enjoys strong support and can leverage the Sponsor's deep local market experience and network N. America S$22,520m 2 UK S$3,937m 3 Europe S$3,305m 4 Australia S$2,687m 1 As of 31 Mar 2022. 1 5 Singapore S$17,957m 6 China S$10,901m 7 Hong Kong SAR S$7,497m 8 Japan S$4,378m 6 10 9 S.E Asia (excl. Singapore) S$2,511m 10 S. Korea S$1,571m 11 India S$1,391m 15#16Pro Forma Financing Post-acquisition, MIT's pro forma aggregate leverage increases from 37.4% to 38.7%1 Funding Requirements Effective Consideration² S$500.1m For Illustrative Purposes Total S$505.9m = mapletree Equity S$195.7m Net proceeds from Private Placement Transaction Cost³ S$0.8m Acquisition Fee4 S$5.0m S$310.2m MIT Total Acquisition Outlay S$505.9m Total Funding Sources industrial Net Additional Debt + New JPY loan providing natural FX hedge (S$505.9m) Refinancing of existing debt 1 As at 31 Mar 2023. In accordance with Property Funds Guidelines, the aggregate leverage ratio includes proportionate share of borrowings of the joint ventures and deposited property values. 2 Based on MIT's proportional share (98.47%) of the Purchase Consideration. 3 4 Refers to the estimated professional and other fees and expenses to be incurred by MIT in connection with the Proposed Acquisition. Refers to 1.0% of the Effective Consideration. 16#17Conclusion ➤ Growth through accretive acquisitions and developments Part of MIT's Asset × Rejuvenation and Rebalancing Strategy mapletree industrial Rejuvenation of existing assets via asset enhancements and redevelopments Strengthening balance sheet through diverse sources of equity and debt funding and divestments of non-core assets Deepens and Diversifies MIT'S Presence in Data Centre Sector × Strategic entry into Japan - 3rd largest data centre market in APAC × Strategically located in downtown Osaka × Newly completed facility with industry-leading technical specifications Aligns with MIT's Long-term Strategy × Enlarges presence in the growing data centre sector Increases MIT's exposure to data centres to 56.3% (by AUM) ➤ Increases MIT's exposure to APAC data centres to 8.7% (by AUM) Enhances MIT's Income Stability 100% leased to an established data centre operator × WALE of ~20 years improves MIT's lease expiry profile ➤ DPU and NAV per Unit accretive to Unitholders 17#18mapletree industrial End of Presentation For enquiries, please contact Ms Melissa Tan, Director, Investor Relations, DID: (65) 6377 6113, Email: [email protected]

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