PROSPECTUS DATED 7 AUG 2013

(Registered with the Monetary Authority of Singapore on 7 August 2013) This document is important. 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.

SB REIT Management Pte. Ltd., as manager (the Manager) of Soilbuild Business Space REIT (Soilbuild REIT), is making an offering (the Offering) of 586,532,000 units representing undivided interests in Soilbuild REIT (Units) for subscription at the Offering Price (as dened below) (the Offering Units). The Offering consists of (i) an international placement of 524,032,000 Units to investors, including institutional and other investors in Singapore (the Placement Tranche), and (ii) an offering of 62,500,000 Units to the public in Singapore (the Public Offer). The issue price of each Unit under the Offering is S$0.78 per Unit (the Offering Price). The joint nancial advisers for the Offering are DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited (together, the Joint Financial Advisers). The Offering is fully underwritten at the Offering Price by Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited (collectively, the Joint Global Coordinators, Issue Managers and Underwriters or the Joint Bookrunners) on the terms and subject to the conditions of the Underwriting Agreement (as dened herein). The total number of Units in issue as at the date of this Prospectus is one Unit (the Sponsor Initial Unit). The total number of outstanding Units immediately after completion of the Offering will be 803,469,000 Units. The exercise of the Over-Allotment Option will not increase the total number of Units in issue. Concurrently with, but separate from the Offering, Mr Lim Chap Huat has entered into a subscription agreement (the Subscription Agreement) to subscribe for 216,936,999 Units (the Subscription Units, together with the Sponsor Initial Unit, the Relevant Units) at the Offering Price conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date (as dened herein). Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore. Application has been made to Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to list on the Main Board of the SGX-ST (i) all Units comprised in the Offering, (ii) the Relevant Units, (iii) all the Units which will be issued to the Manager from time to time in full or part payment of the Managers fees and (iv) all the Units which will be issued to the Property Manager (as dened herein) from time to time in full or part payment of the Property Managers fees. Such permission will be granted when Soilbuild REIT has been admitted to the Ofcial List of the SGX-ST (the Listing Date). Acceptance of applications for Units will be conditional upon issue of the Units and upon permission being granted to list the Units. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investors own risk, without interest or any share of revenue or other benet arising therefrom, and without any right or claim against any of Soilbuild REIT, the Manager, DBS Trustee Limited, as trustee of Soilbuild REIT (the Trustee), Soilbuild Group Holdings Ltd. (the Sponsor), the Joint Financial Advisers or the Joint Bookrunners. Soilbuild REIT has received a letter of eligibility from the SGX-ST for the listing and quotation of (i) all Units comprised in the Offering, (ii) the Relevant Units, (iii) all the Units which will be issued to the Manager from time to time in full or part payment of the Managers fees and (iv) all the Units which will be issued to the Property Manager from time to time in full or part payment of the Property Managers fees on the Main Board of the SGX-ST. Soilbuild REITs eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, Soilbuild REIT, the Manager, the Trustee, the Sponsor, the Joint Financial Advisers, the Joint Bookrunners or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Ofcial List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Soilbuild REIT, the Manager or the Units. The collective investment scheme offered in this Prospectus is an authorised scheme under the Securities and

Futures Act, Chapter 289 of Singapore (the Securities and Futures Act or SFA). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority or the MAS) on 30 July 2013 and 7 August 2013, respectively. The MAS assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the MAS does not imply that the Securities and Futures Act or any other legal or regulatory requirements have been complied with. The MAS has not, in any way, considered the investment merits of the collective investment scheme. This Prospectus will expire on 6 August 2014 (12 months after the date of the registration of this Prospectus). See Risk Factors commencing on page 46 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Manager, the Trustee, the Sponsor, the Joint Financial Advisers or the Joint Bookrunners guarantees the performance of Soilbuild REIT, the repayment of capital or the payment of a particular return on the Units. Investors who are members of the Central Provident Fund (CPF) in Singapore may use their CPF Ordinary Account savings to purchase or subscribe for Units as an investment included under the CPF Investment Scheme Ordinary Account. CPF members are allowed to invest up to 35.0% of the Investible Savings (as dened herein) in their CPF Ordinary Accounts to purchase or subscribe for the Units. Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore) in the Public Offer will have to pay the Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benet arising therefrom), where (i) an application is rejected or accepted in part only or (ii) if the Offering does not proceed for any reason. In connection with the Offering, the Joint Bookrunners have been granted an over-allotment option (the OverAllotment Option) by Mr Lim Chap Huat (the Unit Lender), exercisable by DBS Bank Ltd. (the Stabilising Manager) (or any of its afliates), in consultation with the other Joint Bookrunners, in full or in part, on one or more occasions, only from the Listing Date but no later than the earlier of (i) the date falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager (or its afliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 56,307,000 Units, representing not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 56,307,000 Units (representing not more than 9.6% of the total number of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Option will not increase the total number of Units outstanding. In connection with the Offering, the Stabilising Manager (or its afliates or other persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or its afliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations. Nothing in this Prospectus constitutes an offer for securities for sale in the United States of America (United States or U.S.) or any other jurisdiction where it is unlawful to do so. The Units have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities law of any state of the United States and accordingly, may not be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as dened in and in reliance on Regulation S under the Securities Act (Regulation S).

(a real estate investment trust constituted on 13 December 2012 under the laws of the Republic of Singapore)

OFFERING OF 586,532,000 UNITS

(subject to the Over-Allotment Option (as dened herein))

OFFERING PRICE: S$0.78 PER UNIT

Sponsored by

Joint Financial Advisers

Joint Global Coordinators, Issue Managers, Bookrunner & Underwriters

Co-Managers and Sub-Underwriters

Religare Capital Markets (Singapore) Pte. Limited United Overseas Bank Limited

SOLARIS

EIGHTRIUM @ CHANGI BUSINESS PARK

TUAS CONNECTION

WEST PARK BIZCENTRAL

SINGAPORE-FOCUSED REIT WITH LARGEST EXPOSURE TO BUSINESS PARK SECTOR, DISTRIBUTION YIELD OF 7.7%1 FOR PROJECTION YEAR 2014

oilbuild REIT is a Singapore real estate investment trust (REIT) with an initial portfolio (IPO Portfolio) of quality business space properties located in Singapore. Business space refers to (i) all properties zoned as business park (which includes business space used primarily for ofce, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, atted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledgebased activities. Soilbuild REITs initial portfolio of properties comprises seven business space properties two business park properties and ve industrial properties. They include Solaris, an iconic business park development in one-north, Eightrium @ Changi Business Park, Tuas Connection, and West Park BizCentral. Soilbuild REIT will offer the largest exposure to the business park sector compared to the other Singapore listed industrial REITs given it has the highest proportion of business park assets. It also has the longest weighted average leasehold term for underlying land (including options to renew) relative to other Singapore listed industrial REITs at 50.4 years. As at 30 June 2013, the IPO portfolio has an aggregate gross oor area (GFA) of 3,233,104 square feet (sq ft) valued at S$935.0 million2.

Soilbuild Group Holdings Ltd. is the Sponsor of Soilbuild REIT and will be the largest Unitholder holding a stake of 27.0% (assuming the Over-Allotment Option is not exercised). The Sponsor is a Singapore-based integrated property group with a long track record of experience in the construction and development of business park, industrial and residential real estate in Singapore.
* Unless otherwise dened, all capitalised terms shall have the meanings ascribed to them in the Prospectus registered with the MAS dated 7 August 2013.

IPO PORTFOLIO
TOTAL PORTFOLIO VALUATION2 GROSS FLOOR AREA

S$935.0
MILLION
Lease Valuation Property Arrangement (S$ Mil)2 Business Park Properties Solaris Eightrium @ Changi Business Park Master Lease Multi-tenanted 303.0 101.0 Gross Floor Area (Sq Ft) 551,811 213,835 Industrial Space Properties West Park BizCentral Tuas Connection NK Ingredients COS Printers Beng Kuang Marine Total Multi-tenanted Multi-tenanted Master Lease Master Lease Master Lease 319.0 125.0 61.0 11.0 15.0 935.0 1,414,600 607,994 312,375 58,752 73,737 3,233,104

3,233,104
SQ FT
Occupancy Rate3 Key Underlying Tenants 100.0% 95.3% Spring Singapore, John Wiley, Ubisoft Nestle Singapore, Knowledge Universe Singapore 100.0% 100.0% 100.0% 100.0% 100.0% 99.7% Dyson, National Oilwell Varco, Hitachi Asia Flowserve, Owens Corning(s) NK Ingredients C.O.S Printers PICCO Enterprise

BEST IN CLASS BUSINESS SPACE PROPERTIES

SOLARIS
Iconic award winning development offering a plethora of green innovations One of the few completed multi-user business park properties in Fusionopolis, one-north a hub for info-com technologies, media and science Located minutes from MRT stations with easy access to AYE and PIE highways

WEST PARK BIZCENTRAL

Award winning ramp-up factory with attached air-conditioned hi-tech facility Flexible conguration, exclusive sub-stations for each ramp-up unit providing tenants with exclusive and ample power sources Located on Pioneer Crescent in an area easily accessible by major expressways and transport hubs in the Jurong industrial precinct

IPO PORTFOLIO UNDERPINNED BY

LONGEST LAND LEASE TO EXPIRY

LARGEST EXPOSURE TO BUSINESS PARK SECTOR

STRONG BACKING BY EXCELLENT SPONSOR

COS PRINTERS NLA: 58,752 sq ft Valuation2: S$11 million

NK INGREDIENTS NLA: 312,375 sq ft Valuation2: S$61.0 million

Business Park Properties Light Industrial Properties

TOTAL NLA OF 2.96 MILLION SQUARE FEET

BOON LAY PIONEER JOO KOON BUONA VISTA ONE-NORTH

SIMEI EXPO CHANGI

TUAS CONNECTION NLA5: 651,072 sq ft Valuation2: S$125.0 million

CBD

BENG KUANG MARINE NLA2: 73,737 sq ft Valuation2: S$15.0 million

WESTPARK BIZCENTRAL NLA: 1,240,583 sq ft Valuation2: S$319.0 million

SOLARIS NLA: 441,533 sq ft Valuation2: S$303.0 million

EIGHTRIUM @ CHANGI BUSINESS PARK NLA: 177,286 sq ft Valuation2: S$101.0 million

EIGHTRIUM @ CHANGI BUSINESS PARK

One of the few multi-user business park developments in Changi Business Park Located in one of Singapores most sought after business park with proximity to MRT stations

TUAS CONNECTION
An enclave of detached and semi-detached modern factory units, with dedicated private compounds designed for a range of industrial activities Functional almost column free layouts with wide production spaces that span 20 to 30 metres and ceilings that rise as high as 12 metres Strategically located close to key marine, oil & gas and other heavy industrial zones

SOILBUILD GROUP HOLDINGS LTD. AS SPONSOR: A UNIQUE PROPOSITION

The Sponsor, Soilbuild Group Holdings Ltd., was co-founded by entrepreneur Lim Chap Huat more than 36 years ago. The Sponsor (including its subsidiary, Soilbuild Construction Group Ltd.) provides an integrated end-to-end platform covering the full real estate value chain from construction to development, property and fund management. This is a signicant point of difference between Soilbuild REIT and other S-REITs. More than 90% of the IPO portfolio by value was conceptualised, designed and developed by the Sponsor through competitive concept xed price tenders. In addition, the Sponsor has granted a Right of First Refusal to Soilbuild REIT which currently covers four properties in Singapore, providing a clear path of growth.

SOLARIS

WEST PARK BIZCENTRAL

EIGHTRIUM @ CHANGI BUSINESS PARK

TUAS CONNECTION

PORTFOLIO COMPOSITION
BREAKDOWN BY VALUATION2 BREAKDOWN BY GROSS REVENUE

9.3%

TOTAL VALUATION

S$935.0
47.5% MILLION

43.2%

Business Park Multiple-User Factory Single-User Factory

51.1%

PROJECTION YEAR 2014 GROSS REVENUE6

38.9%

S$66.3
MILLION
10.0%

Key STATISTICS

PROJECTION YEAR 2014

7 .7%
DPU YIELD1

99.7% Occupancy
rate3

Aggregate Leverage7

30%

below

WHY INVEST IN Soilbuild REIT?

1
Quality Portfolio with Unique Competitive Strengths Strategically located portfolio with high specifications and excellent connectivity Young and modern properties with weighted average age of 3.4 years (by GFA) Longest weighted average leasehold term for underlying land of 50.4 years compared to other industrial S-REITs

Exposure to Quality Business Park Properties Largest exposure to business park sector compared to other industrial S-REITs High quality specifications of Soilbuild REITs business parks, lower rents vis--vis traditional office space, and proximity to MRT stations REIT to capitalise on the growth in the business parks segment in Singapore

Potential for Attractive Returns and Upside Growth Stable stream of rental income with growth from fixed rental escalation of Master Leased Properties and upside potential through reversion of multi-tenanted properties Soilbuild REIT has a Right of First Refusal currently covering four properties with a maximum GFA in excess of 2.3 million sq ft, which would increase the total portfolio GFA by more than 72% Ability to tap on the Sponsors extensive network to source third party acquisition opportunities and undertake asset enhancements for Soilbuild REITs developments

Sponsorship by Leading Integrated Property Group The Sponsor has close to 37 years of experience and is committed to support Soilbuild REIT with a stake of 27.0% (assuming the Over-Allotment option is not exercised) Sponsor with End-to-End Integrated Real Estate Management capabilities

Experienced Management Team Incentivised to Maximise Distributions to Unitholders The Management Team has extensive experience and a track record in managing S-REITs, property development, investment, marketing, leasing and finance Performance-based management fees to align the interests of the Manager with Unitholders

IPO TIMETABLE
Event Opening of Public Offer Close of Public Offer and closing date and time for the Invitation Commence trading on a ready basis Date 7 August 2013 6.00 p.m. 14 August 2013 12.00 noon

SINGAPORE-FOCUSED REIT WITH LARGEST EXPOSURE TO BUSINESS PARK SECTOR

16 August 2013 2.00 p.m.

Application for the Public Offer may be made through:

ATMs of DBS, OCBC and UOB banks Internet banking websites of DBS, OCBC and UOB banks Mobile banking platform of DBS Printed WHITE application forms which form part of the Prospectus The Managers primary objectives is to provide Unitholders with regular and stable distributions with long-term growth in DPU. The policy is to distribute 100.0% of Annual Distributable Income (as defined herein) for the period from Listing Date to 31 December 2014 and at least 90.0% of its Annual Distributable Income thereafter. The actual distributable income to Unitholders beyond 31 December 2014, may be greater than 90.0% of the total Annual Distributable Income if the Manager believes it to be appropriate, having regard to Soilbuild REITs funding requirements, other capital management considerations and the overall stability of distributions. The level of distribution will be determined at the Managers discretion.

1 Based on the Offering Price of S$0.78 per Unit and the projected DPU for Projection Year 2014, together with the accompanying assumptions in the Prospectus. Such yield will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price. 2 Based on the higher of the independent valuations by Colliers International Consultancy & Valuation (Singapore) Pte Ltd and CBRE Pte. Ltd. as at 30 April 2013. 3 As of 30 June 2013. 4 best in class refers to the Sponsor Properties conceptualised and developed by the Sponsor that exceed the market standard for the same cluster of property or benchmark set by the BCA for end user requirements. 5 NLA includes some dedicated common areas within tenants compounds but does not constitute any part of GFA. 6 Based on the Profit Forecast and Profit Projection, together with the accompanying assumptions in the Prospectus. 7 As at Listing Date.

TABLE OF CONTENTS
Page NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE FORMATION AND STRUCTURE OF SOILBUILD BUSINESS SPACE REIT . . . . . CERTAIN AGREEMENTS RELATING TO SOILBUILD BUSINESS SPACE REIT AND THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REPORTING AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G REPORTING AUDITORS REPORT ON THE PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REPORTING AUDITORS REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . . . INDEPENDENT BUSINESS SPACE PROPERTY MARKET RESEARCH REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . . . LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . ii iv v vi 1 44 70 72 74 76 79 83 94 106 112 137 172 173 185 213 219 229 230 231 232 241 A-1 B-1 C-1 D-1 E-1 F-1 G-1

NOTICE TO INVESTORS
No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners or the Sponsor. If anyone provides you with different or inconsistent information, you should not rely upon it. Neither the delivery of this Prospectus nor any offer, subscription, sale or transfer made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date hereof or constitute a representation that there has been no change or development reasonably likely to involve a material adverse change in the affairs, conditions and prospects of Soilbuild REIT, the Manager, the Units or the Sponsor since the date on the front cover of this Prospectus. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, the Manager will make an announcement of the same to the SGX-ST and, if required, lodge and issue a supplementary document or replacement document pursuant to Section 298 of the Securities and Futures Act and take immediate steps to comply with the said Section 298. Investors should take notice of such announcements and documents and upon release of such announcements and documents shall be deemed to have notice of such changes. None of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners and the Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers is making any representation or undertaking to any purchaser or subscriber of Units regarding the legality of an investment by such purchaser or subscriber under appropriate legal, investment or similar laws. In addition, investors in the Units should not construe the contents of this Prospectus as legal, business, financial or tax advice. Investors should be aware that they may be required to bear the financial risks of an investment in the Units for an indefinite period of time. Investors should consult their own professional advisers as to the legal, tax, business, financial and related aspects of an investment in the Units. Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability, during office hours, from: Citigroup Global Markets Singapore Pte. Ltd. 8 Marina View #21-00 Asia Square Tower I Singapore 018960 DBS Bank Ltd. 12 Marina Boulevard Level 46 DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513

and, where applicable, from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website: http://www.sgx.com. The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Units in certain jurisdictions may be restricted by law. Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners and the Sponsor require persons into whose possession this Prospectus comes to inform themselves about and to observe any such restrictions at their own expense and without liability to Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners and the Sponsor. This Prospectus does not constitute, and the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners and the Sponsor are not making, an offer of, or an invitation to subscribe for or purchase, any of the Units in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom a ii

copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit or cause the same to occur. In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations (including the SFA and any regulations thereunder). Such transactions may commence on or after the Listing Date, and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 56,307,000 Units, representing not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 56,307,000 Units (representing not more than 9.6% of the total number of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Option will not increase the total number of Units outstanding.

iii

FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus constitute forward-looking statements. This Prospectus also contains forward-looking financial information in Profit Forecast and Profit Projection. Such forward-looking statements and financial information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Soilbuild REIT, the Manager, the Sponsor, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and financial information. Such forward-looking statements and financial information are based on numerous assumptions regarding the Managers present and future business strategies and the environment in which Soilbuild REIT, the Manager or the Sponsor will operate in the future. Because these statements and financial information reflect the current views of the Manager and the Sponsor concerning future events, these statements and financial information necessarily involve risks, uncertainties and assumptions. Actual future performance could differ materially from these forward-looking statements and financial information. You should not place any undue reliance on these forward-looking statements. Among the important factors that could cause the actual results, performance or achievements of Soilbuild REIT, the Manager or the Sponsor to differ materially from those in the forward-looking statements and financial information are the conditions of, and changes in, the domestic, regional and global economies, including, but not limited to, factors such as political, economic and social conditions in Singapore, changes in government laws and regulations affecting Soilbuild REIT, competition in the Singapore property market in which Soilbuild REIT may invest, industry, currency exchange rates, interest rates, inflation, relations with service providers, relations with lenders, hostilities (including future terrorist attacks), the performance and reputation of Soilbuild REITs properties and/or acquisitions, difficulties in identifying future acquisitions, difficulty in completing and integrating acquisitions, changes in the directors of the Manager ( Directors ) and executive officers, risks related to natural disasters, general volatility of the capital markets, general risks relating to the property market in which Soilbuild REIT may invest and the market price of the Units as well as other matters not yet known to the Manager or not currently considered material by the Manager. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors, Profit Forecast and Profit Projection, and Business and Properties. These forward-looking statements and financial information speak only as at the date of this Prospectus. The Manager expressly disclaims any obligation or undertaking to release publicly any updates of or revisions to any forward-looking statement or financial information contained herein to reflect any change in the expectations of the Manager or the Sponsor with regard thereto or any change in events, conditions or circumstances on which any such statement or information is based, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

iv

CERTAIN DEFINED TERMS AND CONVENTIONS

Soilbuild REIT will publish its financial statements in Singapore dollars. In this Prospectus, references to S$ or Singapore dollars and cents are to the lawful currency of the Republic of Singapore. Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings set out in the Glossary. The forecast and projected distribution per unit ( DPU ) yields are calculated based on the Offering Price. Such yields and yield growth will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price. The profit forecast and profit projection and the Unaudited Pro Forma Financial Information (as defined herein) are based on the consolidated financial information of Soilbuild REIT. Any discrepancies in the tables, graphs and charts included in this Prospectus between the listed amounts and totals thereof are due to rounding. Where applicable, figures and percentages are rounded to one decimal place. Measurements in square metres ( sq m ) are converted to square feet ( sq ft ) and vice versa based on the conversion rate of 1 sq m = 10.7639 sq ft. References to Appendix or Appendices are to the appendices set out in this Prospectus. All references in this Prospectus to dates and times shall mean Singapore dates and times unless otherwise specified. Unless otherwise specified, all information relating to the Properties (as defined herein) in this Prospectus is as at 30 June 2013, with the independent valuations of the Properties by Colliers International Consultancy & Valuation (Singapore) Pte Ltd ( Colliers ) and CBRE Pte. Ltd. ( CBRE ) as at 30 April 2013. See Business and Properties for details regarding the Properties. Under standard market terminology: Normal rent would refer to payment of rent by the tenant only. In such instances, the landlord would be responsible for payment of property related expenses. Double net rent refers to payment of rent plus the following property related expenses (i) property tax and (ii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and other Mechanical and Electrical ( M&E ) items by the tenant. Triple net rent is similar to the above (double net rent) but the tenant also pays for annual land rent (as defined herein).

MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. While the Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the Manager has not independently verified any of the data from third-party sources or ascertained the underlying economic assumptions relied upon therein. The Manager has commissioned DTZ Debenham Tie Leung (SEA) Pte Ltd (the Independent Market Research Consultant ) to prepare the Independent Business Space Property Market Research Report (see Appendix E, Independent Business Space Property Market Research Report for further details).

vi

OVERVIEW
The following section is qualified in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Prospectus. The meanings of terms not defined in this section can be found in the Glossary or in the trust deed constituting Soilbuild REIT dated 13 December 2012 (and as may be amended, varied or supplemented from time to time ) (the Trust Deed ) . A copy of the Trust Deed can be inspected at the registered office of the Manager, which is located at 25 Changi South Street 1, SB Building, Singapore 486059 . Statements contained in this section that are not historical facts may be forward-looking statements or are historical statements reconstituted on a pro forma basis. Such statements are based on certain assumptions and are subject to certain risks and uncertainties which could cause actual results of Soilbuild REIT to differ materially from those forecast or projected (see Forward-Looking Statements for further details). Under no circumstances 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 Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners, the Sponsor or any other person or that these results will be achieved or are likely to be achieved. Investing in the Units involves risks. Prospective investors are advised not to rely solely on this section, but to read this Prospectus in its entirety and, in particular, the sections from which the information in this section is extracted and Risk Factors to better understand the Offering and Soilbuild REITs businesses and risks. INTRODUCTION TO SOILBUILD BUSINESS SPACE REIT Soilbuild REIT is a Singapore real estate investment trust ( REIT ) established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. For the purposes of this Prospectus, the term business space refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities. SOILBUILD REITS PORTFOLIO Soilbuild REITs initial portfolio of properties comprises seven business space properties, including two business park developments and five industrial properties. On the Listing Date, Soilbuild REIT will acquire Eightrium @ Changi Business Park, Solaris, Tuas Connection and West Park BizCentral (the Sponsor Properties ). Soilbuild REIT acquired NK Ingredients on 15 February 2013, COS Printers on 19 March 2013 and Beng Kuang Marine on 10 May 2013 (the Private Trust Portfolio or the Third Party Master Leased Properties , and together with the Sponsor Properties, the IPO Portfolio or the Properties ). The IPO Portfolio will have an aggregate gross floor area ( GFA ) of 3,233,104 sq ft and net lettable area ( NLA ) of 2,955,338 sq ft as at 30 June 2013. The purchase price of the IPO Portfolio is S$905.3 million. (See Business and Properties for further details.) Solaris will be leased back to the Sponsor indirectly through its subsidiary, SB (Solaris) Investment Pte. Ltd. (the Sponsor Master Lessee ), pursuant to a master lease agreement (the Sponsor Master Lease ) and NK Ingredients, COS Printers and Beng Kuang Marine will be

leased back to NK Ingredients Pte. Ltd. ( NIPL ), C.O.S Printers Pte Ltd and PICCO Enterprise Pte. Ltd. (the Third Party Master Lessees ), respectively, pursuant to master lease agreements (the Third Party Master Leases ). Eightrium @ Changi Business Park, Tuas Connection and West Park BizCentral (the Sponsor Multi-tenanted Properties ) will be operated under multi-tenanted lease arrangements. The table below set out the key details of the Properties including the lease arrangements, the vendors (the Vendors ) and Master Lessees. Property GFA (sq ft) 213,835 Asset Type Business Park Property Business Park Property Industrial Property Purchase Price (S$ million) 91.4 Lease Arrangement Multi-tenanted Vendor Master Lessee

Eightrium @ Changi Business Park Solaris

SB (Eightrium) Investment Pte. Ltd.

551,811

293.4

Master Lease

SB (Solaris) SB (Solaris) Investment Investment Pte. Ltd. Pte. Ltd. SB (Tuaslinc) Investment Pte. Ltd. SB (Westpark) Investment Pte. Ltd. NIPL C.O.S Printers Pte Ltd PICCO Enterprise Pte. Ltd.

Tuas Connection

607,994

122.7

Multi-tenanted

West Park BizCentral

1,414,600

Industrial Property

313.0

Multi-tenanted

NK Ingredients COS Printers

312,375 58,752

Industrial Property Industrial Property Industrial Property

60.0 10.3

Master Lease Master Lease

NIPL C.O.S Printers Pte Ltd PICCO Enterprise Pte. Ltd.

Beng Kuang Marine Total

73,737

14.5

Master Lease

3,233,104

905.3

Solaris and the Third Party Master Leased Properties are collectively referred to herein as the Master Leased Properties . The Sponsor Master Lessee and the Third Party Master Lessees are collectively referred to herein as the Master Lessees . The Sponsor Master Lease and the Third Party Master Leases are collectively referred to herein as the Master Leases or the Master Lease Agreements .

Key Objective The Managers key objectives are to provide unitholders of Soilbuild REIT ( Unitholders ) with regular and stable distributions and long-term growth in DPU and net asset value ( NAV ) per Unit, while maintaining an appropriate capital structure. Key Strategies The Manager plans to achieve its objective through the following strategies: Active asset management strategy The Manager will strive to build long-lasting relationships with the Master Lessees, the underlying tenants and the Trusts tenants and will work closely with the Property Manager, to implement pro-active policies and measures to enhance and improve the Properties operational performance, thereby increasing the yields and mitigating re-leasing risks of the Properties. In particular, focus will be on regular engagement with tenants, achieving early renewal commitments, effective marketing of vacant units and carrying out asset enhancement projects. Acquisition growth strategy The Manager will source for and pursue acquisition opportunities of quality income-producing business space properties that provide attractive cash flows and yields to enhance returns to Unitholders and potential for future income and capital growth. Capital and risk management strategy The Manager will employ an appropriate mix of debt and equity in financing acquisitions, Development Projects (as defined herein) and asset enhancements, secure diversified funding sources through both capital markets and financial institutions, utilise interest rate hedging strategies to reduce market volatility exposure where appropriate and minimise its weighted average cost of capital while maintaining a strong and robust balance sheet. Development strategy Within the limits of Appendix 6 of the Code on Collective Investment Schemes issued by the MAS (the CIS Code , and Appendix 6 of the CIS Code, the Property Funds Appendix ) 1, the Manager will selectively undertake development activities, including, but not limited to, built-to-suit developments, which have the potential to enhance the value of Soilbuild REITs portfolio. In carrying out development activities, the Manager will consider, among other things, construction and leasing risks as well as overall benefits to Unitholders. The Manager will leverage on the capability and successful track record of the Sponsor in carrying out its development activities. Divestment Strategy : The Manager may consider the divestment of non-performing assets to free up or recycle capital for re-deployment towards higher yielding growth opportunities as and when appropriate.

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property (as defined herein).

Structure of Soilbuild REIT SB REIT Management Pte. Ltd. is the manager of Soilbuild REIT. The Manager has general powers of management over the assets of Soilbuild REIT. The Managers main responsibility is to manage Soilbuild REITs assets and liabilities for the benefit of Unitholders. The Manager will set the strategic direction of Soilbuild REIT and give recommendations to the Trustee on the acquisition, divestment, development and/or enhancement of assets of Soilbuild REIT in accordance with its stated investment strategy. The Manager will also be responsible for implementing lease management strategies for the Properties. The Manager is a wholly-owned subsidiary of the Sponsor, a leading integrated property group with close to four decades of experience and a successful track record in bidding for land, constructing, developing, leasing and managing an award-winning portfolio of residential and business space properties. SB Property Services Pte. Ltd. is the property manager of Soilbuild REIT (the Property Manager ). The Property Manager is, among others, responsible for providing property management, project management, marketing and administration of property tax services and property accounting services for the properties in Soilbuild REITs portfolio. The Property Manager is a wholly-owned subsidiary of the Sponsor. The following diagram illustrates the relationship between Soilbuild REIT, the Manager, the Property Manager, the Trustee and the Unitholders:

Unitholders

Ownership of Units

Distributions

Fund, Asset & Lease Management Services

Acts on behalf of Unitholders

Manager
Management Fees & other fees

Soilbuild Business Space REIT

Trustee Fees

Trustee

Ownership of assets

Net Property Income

Property Management Services

Property Manager
Property Management Fees & other fees

The Properties

INVESTMENT HIGHLIGHTS The Manager believes that an investment in Soilbuild REIT offers the following attractions to Unitholders: Quality portfolio with unique competitive strengths Best in class 1 business space portfolio with excellent connectivity Longest weighted average leasehold term for underlying land relative to other Singapore listed industrial REITs Downside protection with in-built growth potential Asset enhancement and redevelopment opportunities to maximise under-utilised land plot ratios

Exposure to IPO Portfolio with high proportion of business park properties Ability to leverage on the capabilities of the Sponsor, an integrated construction, development, property and fund management company with excellent track record Potential acquisition opportunities through right of first refusal and third party acquisitions Capital structure provides financing flexibility with debt headroom for growth Experienced and professional REIT management and property management team Committed Manager incentivised to maximise distributions to Unitholders Stable and growing distributions Quality Portfolio with Unique Competitive Strengths Soilbuild REIT will provide investors with an opportunity to invest in a portfolio of strategically located business space properties with high specifications and excellent connectivity. Income from the Master Lease Agreements, which comprises approximately 42.8% of Net Property Income (as defined herein) for the Forecast Period 2013, will complement Soilbuild REIT with a stable stream of rental income with steady growth which will help to mitigate risks to income caused by uncertainty and volatility of global economic conditions. In addition, the Properties also offer ample opportunities for asset enhancement and redevelopment. The Manager believes the IPO Portfolio has the following competitive advantages: best in class business space portfolio with excellent connectivity; longest weighted average leasehold term for underlying land relative to other Singapore listed industrial REITs; downside protection with in-built growth potential; and asset enhancement and redevelopment opportunities to maximise underlying land plot ratios.

(1)

best in class refers to the Sponsor Properties conceived and developed by the Sponsor that exceed the market standard for the same cluster of property or benchmark set by the Building & Construction Authority (BCA) for end user requirements.

(A) Best in Class Business Space Portfolio with Excellent Connectivity The Properties are strategically located near key research and development hubs and enjoy excellent accessibility to established infrastructure, facilities and amenities, including easy access to major expressways and major roads and close proximity to Mass Rapid Transit ( MRT ) stations.

For instance, the two business park properties, Solaris and Eightrium @ Changi Business Park, are strategically located in one-north and Changi Business Park respectively. one-north is located in close proximity to the one-north MRT station and was conceptualised to be a hub for the growth of information, communication technologies, media, physical sciences and engineering industries, while Changi Business Park is one of Singapores most sought after business park locations located within walking distance to Expo MRT station and other amenities, including Changi City Point and Singapore EXPO Convention and Exhibition Centre. one-north and Changi Business Park also enjoy easy accessibility to road infrastructures, with one-north being located near the Ayer Rajah Expressway and Changi Business Park being located near the Pan Island Expressway and the East Coast Parkway. Soilbuild REITs industrial properties, Beng Kuang Marine, COS Printers, NK Ingredients, Tuas Connection and West Park BizCentral, are located in the key industrial hub in the western region of Singapore where they have good accessibility to major expressways such as the Ayer Rajah Expressway and Pan Island Expressway and are situated in close proximity to Pioneer MRT, Boon Lay MRT and Joo Koon MRT stations. These properties also enjoy close proximity to transportation hubs such as Jurong Port and the planned mega container port at Tuas which is expected to be operational around 2022 1.

Source: Independent Market Research Consultant.

In addition, the Sponsor Properties have been carefully designed to offer high quality specifications and features which increase their attractiveness to a wide variety of tenants. For instance: Solaris, one of the few completed multi-user business park properties in Fusionopolis, incorporates a plethora of green innovations such as a continuous spiral landscaped terrace winding up to the roof gardens, a green view corridor with central courtyards and incorporating a unique solar shaft and motorised roof glass panels to create a naturally ventilated day-lit grand atrium; West Park BizCentral is one of the first privately built stack-up factories in Singapore. Its flexible configuration allows for innovative use of space while a vehicular ramp allows container truck access to upper stories providing tenants with ground floor convenience. Exclusive sub-stations are provided for each ramp-up unit, thereby providing tenants with exclusive and ample power sources; Eightrium @ Changi Business Park has roof top gardens and terraces that create a unique business space proposition for tenants. In addition, it is one of the few multiple-user business park developments in Changi Business Park; and Tuas Connection is one of the few privately owned detached and semi-detached factory spaces in Singapore and is very popular among industrial users due to the exclusivity that the private compounds offer. Tuas Connection is also expected to benefit from increased accessibility due to the future Tuas West Extension along the East West MRT Line expected to be completed in 2016 1.

Furthermore, the Properties are modern with a weighted average age (by GFA) of 3.4 years (computed based on date of issuance of Certificate of Statutory Completion ( CSC )), which is one of the youngest among the other industrial REITs listed on the SGX-ST according to the Independent Market Research Consultant. Given the efficient designs and high quality specifications, the Properties are well regarded, and have won multiple accolades including the BCA Green Mark Platinum Award, top honours at the Skyrise Greenery Awards and Green Good Design Award for Architecture (2010) for Solaris, and BCA Green Mark Gold Award for West Park BizCentral. Based on the above, the Manager believes that the IPO Portfolio will attract strong tenant demand, which will enhance Soilbuild REITs ability to provide Unitholders with stable and growing income distributions.

Source: Land Transport Authority website.

(B) Longest Weighted Average Leasehold Term for Underlying Land Relative to Other Singapore Listed Industrial REITs As of the Listing Date, the IPO Portfolio has a weighted average unexpired land lease term (including the period covered by the relevant options to renew) by purchase price of 50.4 years 1 and by GFA of 48.7 years. This compares favourably to new developments on the Industrial Government Land Sales sites which have shorter tenures of between 22 to 30 years as the land lease term of the IPO Portfolio includes options to renew in contrast to new developments on the Industrial Government Land Sales sites which no longer come with any options to renew based on the policy announced by the Ministry of Trade and Industry 2. In addition, the IPO Portfolio has a weighted average unexpired land lease term which also compares favourably to other industrial REITs in Singapore according to the Independent Market Research Consultant (even after taking into account the options to renew which are available to such industrial REITs in Singapore). (C) Downside Protection with In-Built Growth Potential As of the Listing Date, the Master Leased Properties, which comprise 41.8% of the IPO Portfolio by purchase price and 30.0% of the IPO Portfolio by NLA, will be leased back to the respective Vendors pursuant to the Master Lease Agreements. The Master Lease Agreements have lease terms of 5 to 15 years from the Listing Date/respective completion dates with locked-in rental escalations. The table below sets out the key terms of the Master Lease Agreements: Initial Fixed Annual Rent (S$ million) 16.7(2)

Property Solaris

Term 5.0 years from Listing Date

NK Ingredients

4.7(2)

15.0 years from 15 February 2013

Rental Escalation(1) 3.0% per annum with the first escalation on 1 April 2014 and annually thereafter 4.5% every two years

Security Deposit 12 months(3)

12 months

This figure is derived by computing the weighted-average unexpired land lease term by the respective Properties purchase price. As an illustration, (i) if Property A has a purchase price of S$10.0 million and a 20 years unexpired land lease term and (ii) if Property B has a purchase price of S$5.0 million and a 15 years unexpired land lease term, the weighted average unexpired land lease term would be computed as follows: (10/15 x 20) + (5/15 x 15) = 18.33. The weighted-average unexpired land lease term of the IPO Portfolio has been provided in order to facilitate more meaningful comparisons between Soilbuild REIT and other comparable REITs. In accordance with the Ministry of Trade and Industrys press release entitled Launch of Second Half 2012 Industrial Government Land Sales Programme effective from June 2012, the maximum occupancy period for industrial sites under the government land sales programme was shortened to 30 years to make industrial property more affordable and improve the governments flexibility for land redevelopment. As such, there are no renewal options for new industrial development sites under the government land sales programme. Source: The Ministry of Trade and Industrys press release entitled Launch of Second Half 2012 Industrial Government Land Sales Programme effective from June 2012. The Ministry of Trade and Industry has not provided its consent, for the purposes of Section 249 of the SFA (read with Section 302(1) of the SFA), to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Section 302(1) of the SFA). While the Manager has taken reasonable actions to ensure that the information from the report published by the Ministry of Trade and Industry is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Manager, the Joint Bookrunners or any other party has conducted an independent review of the information contained in such report or verified the accuracy of the contents of the relevant information.

Property COS Printers

Initial Fixed Annual Rent (S$ million) 0.9(4)

Beng Kuang Marine

Notes: (1)

1.1(4)

Term 10.0 years from 19 March 2013 7.0 years from 10 May 2013

Rental Escalation(1) 4.0% every two years

Security Deposit 12 months

2.0% per annum

12 months(5)

Solaris fixed annual rent is subject to an annual escalation of 3.0% with the first escalation on 1 April 2014. In comparison, NK Ingredients is subject to a 4.5% escalation every two years and COS Printers is subject to a 4.0% escalation every two years. On a like-for-like basis, NK Ingredients and COS Printers would therefore provide a compounded annual growth rate of 2.2% and 2.0%, respectively. The annual rental escalation rate of 3.0% for Solaris has been agreed on an arms length basis and is considered to be at market level and in line with comparative transactions. Solaris and NK Ingredients are leased on a triple net lease basis. Triple net lease refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) annual land rent, (ii) property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and M&E items. Based on an amount calculated from 1 April of one year to 31 March of the next year. COS Printers and Beng Kuang Marine are leased on a double net lease basis as land premium (as defined herein) has been paid upfront. Double net lease refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) property tax and (ii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and other M&E items. For COS Printers, which is governed by a JTC Corporation (JTC) lease, with the payment of land premium upfront, the annual land rent is reduced to S$12 which JTC has temporarily waived until such time as JTC may determine. For Beng Kuang Marine, which is governed by a State lease, the land premium was paid upfront and the annual land rent is S$12 which is waived by the Minister until such time as the Minister may determine. In addition, the lessee has furnished a corporate guarantee for an amount equal to six months of the annual rent.

(2)

(3) (4)

(5)

The Manager believes that the Master Lease Agreements will provide Soilbuild REIT with a stable stream of quality rental income, predictable growth and will mitigate any income risk caused by uncertainty and volatility of global economic conditions due to the following reasons: the weighted average term of the Master Lease Agreements (by Gross Rental Income (as defined herein) for the Projection Year 2014 (as defined herein)) of 7.1 years, as of the Listing Date, provides Soilbuild REIT with predictable income growth in the short to mid-term without limiting long-term upside as the business space market continues to improve going forward; the initial fixed annual rent and rental escalations of the Master Lease Agreements have been negotiated and agreed after considering the prevailing rental rates and rental outlook and are in line with market trends. Accordingly, the Manager believes that Soilbuild REIT may enjoy rental growth in line with the market even after the expiry of the Master Lease Agreements;

Solaris is sub-tenanted to a pool of established tenants such as SPRING Singapore and multinational corporations ( MNCs ) including John Wiley & Sons and Autodesk Asia. Many of these sub-tenants have demonstrated their commitment to take up space for the long term having entered into long term leases (with rental step-ups) and incurred significant capital expenditure in fitting out the space for their use. The Manager believes the commitment from the sub-tenants will mitigate vacancy risks in the future; the Master Lease Agreements have been structured on either a double or triple net lease basis, such that most of the on-going expenses are borne by the Master Lessees and not Soilbuild REIT; and the Manager expects minimal capital expenditure for the Forecast Period 2013 (as defined herein) and Projection Year 2014 (collectively, the Forecast and Projection ) given that the Properties are relatively new.

(D) Asset Enhancement and Redevelopment Opportunities to Maximise Underutilised Land Plot Ratios Several of the Properties, particularly NK Ingredients and COS Printers, have underutilised plot ratios and have potential for growth though maximising the allowable plot ratios on the land which these properties are located, provided approval is granted to maximise the plot ratios. Soilbuild REIT could potentially realise up to approximately 343,240 sq ft of GFA through asset enhancement or redevelopment initiatives to achieve the maximum allowable plot ratios at NK Ingredients and COS Printers 1, which would provide further income and capital growth for Soilbuild REIT. (2) Exposure to IPO Portfolio with High Proportion of Business Park Properties According to the Independent Market Research Consultant, Soilbuild REIT will offer the largest exposure to the business park segment compared to the other Singapore listed REITs given it has the highest proportion of business park assets (42.5% by purchase price) 2, as compared to other Singapore REITs with business park exposure ranging from 8% to 21%. The Manager believes that Soilbuild REIT will provide Unitholders exposure to the healthy and sustainable growth in the business park market in Singapore. Demand for business park space in Singapore has been growing steadily through the years as qualifying tenants 3 are drawn to their high quality and lower rents relative to traditional office spaces. The attractive specifications, particularly in newer business park buildings include modern exterior building design/facade or internal specifications which are in line or exceed office developments in the Central Business District ( CBD ), offering attractive alternatives to users. The clustering of various established companies in business parks further raises the profile of business parks as attractive business locations.

1 2 3

Subject to confirmation and approval by JTC and other relevant authorities. Based on NLA, the proportion of business park assets is 20.9%. Range of permitted uses limited to those that are generally non-production in nature but are characteristic of high-technology and research-oriented industries.

10

Business parks are also increasingly being developed to become self-sufficient communities offering holistic live-work-play environments to overcome their shortcomings of being located outside the CBD and away from where amenities are more readily available. The fact that many business parks are now served by MRT stations, and hence can be easily accessed from many parts of Singapore, has also contributed to the rising acceptance of business parks as alternative business premises. With rental rates at business parks being very competitive, relative to traditional office space, many qualifying business park users have started shifting their businesses to business parks to capitalise on potential cost savings. Companies also prefer the relatively more stable rents of business parks compared to offices which would support them in their long-term strategic business plans and sustainability objectives. As Singapore continues to attract businesses from high value-added industries looking to set up regional headquarters and research facilities, the Manager expects the demand for business park space to increase further. Comparison of Business Park and Office Median Rentals (S$ per square foot (psf) per month)
Business parks o er relatively more attractive and stable rentals rates $6.50 $6.08 (30%) $5.50 one-north 1Q13 rental: S$5.00 - 5.50 psf pm Changi Business Park 1Q13 rental: S$4.50 - 5.00 psf pm $3.90 $3.60 $3.33 $2.60 2006 $2.60 2007 2008 2009 2010 2011 2012 $5.92 $6.30

$4.27 $3.51 $3.00

$5.00 (22%) $3.81

$2.42 2005

Business Parks

O ce (Central Area)

Source: Independent Market Research Consultant.

Furthermore, the Independent Market Research Consultant noted that approximately 67% of the pipeline private supply between 2013 and 2015 is estimated to be pre-committed, of which a majority are single-user built-to-suit facilities which would pose little pressure on overall business park rents. The pipeline for decentralised offices, an alternative to business park space, is also likely to be limited as the majority has been pre-committed, resulting in relatively limited alternatives for business park developments. Given the strong business park market fundamentals, the Independent Market Research Consultant projects rental rates for business park properties in Singapore to increase steadily by 3.0% and 4.0% in 2013 and 2014 respectively.

11

Forecast Business Park Supply (Million Sq ft)

Over 67% of Pipeline PreCommitted

Forecast Business Park Rentals (Island Wide, S$ psf per month)

1.3 0.5

$4.08 $3.90 $3.92 $3.81

1.2 0.5

0.6
$3.60

0.8

0.7

0.6

2013 F

2014 F

2015 F Available
2010 2011 2012 2013 F 2014 F

Pre-committed

Source: Independent Market Research Consultant.

As at the Listing Date, Soilbuild REIT will have two high-end business park properties in its portfolio, being Solaris and Eightrium @ Changi Business Park, which are strategically located in key business park hubs. Coupled with the high quality specifications of Solaris and Eightrium @ Changi Business Park, lower rents than the CBD and proximity to MRT stations, the Manager believes that Soilbuild REIT is well positioned to capitalise on the growth in the Business Park segment in Singapore. (3) Ability to leverage on the capabilities of the Sponsor, an Integrated Construction, Development, Property and Fund Management Company with Excellent Track Record Established in 1976, the Sponsor is a leading integrated property group based in Singapore with operations covering the full spectrum of the real estate value chain, ranging from end-to-end construction, design and development, to project management. This is a significant point of difference between Soilbuild REIT and other Singapore Industrial REITs. With a strong track record for quality and innovation, the Sponsor is one of the few Singapore construction companies graded A1 by the BCA which allows it to tender for public sector projects without any value limitations.

Construction
End-to-End Construction BCA Construction Grade of A1 Multi-Discipline Team Public & Private sector Range of Asset Classes

Development
Balance Sheet Focus on End Users Innovative designs Quality Location

Lease Management
Tenant retention Relationship with Brokers Dedicated Team

Asset/Property Management
Asset Enhancements Income Optimisation Established Relationships with Government agencies

Fund Management
Capital Management Relationship with Vendors Experienced Management Team

Integrated Real Estate Management

Operations cover full spectrum of value chain

12

Given its intimate knowledge of the Singapore industrial market, the Sponsor has been successful in securing a number of development projects with JTC, in particular the Concept and Fixed Price Tenders 1 for all of the Sponsor Properties. Accordingly over 90.6% (by purchase price) and 84.9% (by NLA) of the IPO Portfolio was conceived, designed and developed by the Sponsor, demonstrating its strong design and development capabilities. The Sponsors experience and track record have been recognised through the various awards and accolades it has received through the years. Some key awards received are listed below. Solaris Project BCA Green Mark (New Buildings) 2009 Award Platinum 2 2009 First Prize (Unbuilt Category) in Skyrise Greenery Award 3 2009 The Green Good Design 2010 Architecture 4 2010 Pertubuhan Akitek Malaysia Award Gold (Overseas) 5 2011 Royal Institute of British Architects International Award 2012 6 2012

West Park BizCentral Project BCA Green Mark (New Buildings) 2010 Award Gold 2009

Montebleu Project International Property Award Highly Commended High-rise Architecture, Singapore 7 2011

Soilbuild Group Five-time winner for Singapore Enterprise 50 Awards 8. Five-time winner for Singapore SME 500 and 1000 Awards 8.

1 2 3 4 5 6 7 8

Concept and Fixed Price Tender is a land tender mechanism by JTC which evaluates bids on concept proposals against a stipulated fixed land price. The BCA Green Mark Scheme is a programme that evaluates buildings for their environmental impact and performance. The Skyrise Greenery Awards aim to promote and reward greening efforts in urban developments. Awarded by the Chicago Athenaeum: Museum of Architecture and Design, and the European Centre for Architecture Art Design and Urban Studies. The Pertubuhan Akitek Malaysia Awards recognise the contribution made by architects in terms of design quality and that of the built environment. The Royal Institute of British Architects (RIBA) International Awards recognises outstanding work performed by members of RIBA around the world. The International Property Awards recognise achievement by companies operating in the property and real estate industry. Singapore SME Awards are created to acknowledge Singapore SMEs that have made notable achievements in the quantitative management of their companies.

13

The Sponsor is committed to support Soilbuild REIT over the long term. Mr Lim Chap Huat together with the Sponsor will, immediately following the completion of the Offering, be the largest unitholders of Soilbuild REIT holding an aggregate of 27.0% of the total number of Units expected to be in issue (assuming the Over-Allotment Option is not exercised or 20.0% of the total number of Units expected to be in issue assuming the Over-Allotment Option is exercised in full), demonstrating their alignment of interest with Unitholders. The Manager believes that Soilbuild REIT will be able to leverage on the Sponsors long track record and expertise across the full spectrum of the real estate value chain. The Sponsor will be able to assist in the design and execution of development projects that are within the development limit of the Property Funds Appendix 1. For larger projects that exceed the limit, the Sponsor may be able to warehouse such projects that will then be part of the Right of First Refusal ( ROFR ) pipeline for potential injection into Soilbuild REIT at a later stage. The Manager will be able to tap on the Sponsors expertise and track record in procurement and planning, design and execution of construction projects when considering potential acquisitions as well as existing properties that have asset enhancement potential. (4) Potential Acquisition Opportunities through Right of First Refusal and Third Party Acquisitions The Manager believes that there is a clear path of growth for Soilbuild REIT based on the following: The Sponsor has granted a ROFR to Soilbuild REIT over all income producing real estate located in Singapore used primarily for business space purposes for so long as: SB REIT Management Pte. Ltd. or any of its related corporations (as defined herein) remains the manager of Soilbuild REIT; and the Sponsor and/or any of its related corporations, alone or in aggregate, remains as a controlling shareholder (as defined herein) of the manager of Soilbuild REIT.

The ROFR currently covers four properties located across Singapore with a maximum GFA 2 of approximately 2,335,694 sq ft (the Existing ROFR Properties ). If the Manager were to acquire all of these properties, Soilbuild REITs portfolio GFA could increase by over 72.2%. The table below provides selected details of such properties as at 30 June 2013: Maximum GFA (1) (000 sq ft) 1,031

Properties 1020, 1022, 1024 & 1026 Tai Seng Avenue

Description 3 blocks of 7-storey flatted factory building and a single-storey amenity centre 7-storey light industrial building and a single storey amenity centre

Underlying Land Tenure 60 years from 26 August 2011

164 & 164A Kallang Way

575

40 years from 26 August 2011

1 2

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property. Based on maximum allowable plot ratio.

14

Properties 171 Kallang Way Bukit Batok Street 23

Description 5-storey light industrial building 9-storey light industrial ramp-up building (under construction)

Maximum GFA (1) (000 sq ft) 326 404

Underlying Land Tenure 40 years from 26 August 2011 30 years from 20 November 2012

Total
Note: (1) Based on maximum allowable plot ratio.

2,336

In relation to the above ROFR properties, no annual land rent is payable for the remainder of the lease as land premium has been paid upfront. Furthermore, the Manager believes the ROFR pipeline will continue to grow as the Sponsor participates in more business space development projects going forward, providing Soilbuild REIT with an expanding pipeline of properties that Soilbuild REIT may have the opportunity to acquire to enhance its distribution growth profile. The Sponsor has demonstrated its ability to develop quality business space assets for Soilbuild REIT, with approximately 90.6% (by purchase price) and 84.9% (by NLA) of the IPO Portfolio comprising assets designed and developed by the Sponsor. In addition, given the Sponsors familiarity of the business space market in Singapore and its track record and expertise, the Manager believes that Soilbuild REIT will be able to leverage on the Sponsors resources to identify potential third party acquisition opportunities in Singapore. Potential GFA Growth Trajectory (000 sq ft)
82.9% 2,336 3,233 343 5,912

Current GFA

Existing ROFR Properties(1) Redevelopment Potential(2)

Potential GFA

Notes: (1) (2) Based on maximum allowable plot ratio. Based on the maximum redevelopment potential of NK Ingredients and COS Printers.

15

(5)

Capital Structure Provides Financing Flexibility with Debt Headroom for Growth As of the Listing Date, Soilbuild REIT is expected to have gross borrowings of S$280.0 million with an Aggregate Leverage (as defined herein) of 29.9%. The Property Funds Appendix allows Soilbuild REIT to borrow up to 35.0% of the value of the Deposited Property without a credit rating and up to a maximum of 60.0% of the value of the Deposited Property if a credit rating from Fitch Inc., Moodys or Standard & Poors is obtained and disclosed to the public. Based on a limit of 35.0% of the value of the Deposited Property, the Manager estimates that Soilbuild REIT would have debt headroom of approximately S$73.2 million as of the Listing Date 1. The Manager believes that Soilbuild REITs conservative capital structure provides a buffer against potential volatility in the debt financing markets, while positioning Soilbuild REIT to effectively execute future acquisitions at attractive terms. The Manager intends to employ an appropriate mix of debt and equity in financing acquisitions and property enhancements. The Manager will also utilise interest rate hedging strategies, where appropriate, so as to optimise risk-adjusted returns to the Unitholders. (See Strategy Key Strategies Capital and Risk Management Strategy for further details.)

(6)

Experienced and Professional REIT Management and Property Management Team The Manager believes that Unitholders will benefit from the experience of key staff members of the Manager in the Singapore business space markets as well as the strengths and experience of the Property Manager in business space property management. The Manager has employed experienced professionals who have prior experience in real estate, in particular listed REITs. In particular, the Chief Executive Officer, Mr Shane Hagan has over 17 years of experience in the real estate industry and related sectors. Prior to joining the Manager, from December 2010 to November 2012, he was the Chief Financial Officer of Mapletree Commercial Trust Management Ltd., the manager of Mapletree Commercial Trust and was responsible for all finance and accounting matters, tax and treasury matters, overseeing implementation of Mapletree Commercial Trusts short and medium term business plans, fund management activities and financial condition. The Chief Operating Officer, Mr Roy Teo Seng Wah has 13 years of experience in the real estate industry and related sectors. Prior to joining the Manager, from March 2005 to September 2012, he was first the Co-head of Business Development and Investment and then the Head of Logistics Portfolio of Ascendas Funds Management (S) Limited, the manager of Ascendas Real Estate Investment Trust where he was responsible for the day-to-day operations and strategic review of the logistics portfolio. Both the Chief Executive Officer and Chief Operating Officer have extensive experience in managing REITs and have proven track records of sourcing for and completing acquisitions of real estate assets used for business space purposes.

It should be noted that under the terms of the New Debt Facility (as defined herein), Soilbuild REIT has covenanted that its Aggregate Leverage should not be more than 45.0% if a credit rating from Fitch Inc., Moodys or Standard & Poors is obtained and disclosed to the public. Based on a limit of 45.0% of the value of the Deposited Property, the Manager estimates that Soilbuild REIT would have debt headroom of approximately S$256.7 million as of the Listing Date.

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The key staff members of the Property Manager also have significant experience in managing business space properties and in-depth knowledge of the Sponsor Properties. The Property Manager will be led by Ms Leo Jee Lin, who has been with the Sponsor and its subsidiaries (the Sponsor Group ) for over 20 years and has extensive experience in sales and marketing for both the industrial and residential portfolios. The Head of Property Management, Mr Steven Leow, also has over 20 years of experience in operations, maintenance, development and construction in the real estate and infrastructure-related industries. His previous employment was with Ascendas Services Pte Ltd as Head of Property Management managing business space for both Ascendas Real Estate Investment Trust and Ascendas Land. During his tenure, he has successfully completed several asset enhancement and development projects. With a strong team in place, the Manager is of the view that the Property Manager is well equipped to successfully manage the business space assets of Soilbuild REIT. (7) Committed Manager Incentivised to Maximise Distributions to Unitholders The management fees payable to the Manager have a performance-based element which is designed to align the interest of the Manager with those of the Unitholders, through incentivising the Manager to grow revenues and minimise operating expenses. Under the Trust Deed, the Manager is entitled to receive a base fee of 10.0% per annum of the Annual Distributable Income (the Base Fee ). The Manager will further receive an annual performance fee of 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before Performance Fee (as defined herein)) multiplied by the weighted average number of Units in issue for such financial year, provided that the DPU in any financial year exceeds DPU in the preceding financial year (the Performance Fee ). The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or a combination of cash and Units (as it may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of its management fees in the form of Units. By taking these actions, the interests of the Sponsor and the Manager are more closely aligned with those of other Unitholders. (8) Stable and Growing Distributions One of Soilbuild REITs primary objectives is to provide Unitholders with regular and stable distributions with long term growth in DPU. Soilbuild REITs policy is to distribute 100.0% of its Annual Distributable Income (as defined herein) for the period from the Listing Date to 31 December 2014 and at least 90.0% of its Annual Distributable Income thereafter. The actual proportion of Annual Distributable Income distributed to Unitholders beyond 31 December 2014 may be greater than 90.0% if the Manager believes it to be appropriate, having regard to Soilbuild REITs funding requirements, other capital management considerations and the overall stability of distributions. The actual level of distribution will be determined at the Managers discretion.

17

The table below sets out the Managers forecast and projected distribution yields for the Forecast Period 2013 and the Projection Year 2014. (See Profit Forecast and Profit Projection for further details.) Distribution Yield (based on the Offering Price) Forecast Period 2013 (Annualised) Projection Year 2014 Growth (1)
Note: (1) The growth in DPU for the Projection Year 2014 over the annualised DPU for the Forecast Period 2013.

7.5% 7.7% 2.4%

Such yields will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price. The profit forecast and profit projection from which this information is extracted is based on the various assumptions set out in the section titled Profit Forecast and Profit Projection. There can be no assurance that the profit forecast and profit projection will be met and the actual yields per Unit may be materially different from the forecast and projected amounts. (See Risk Factors Risks Relating to an Investment in the Units the actual performance of Soilbuild REIT and the Properties could differ materially from the forward-looking statements in this Prospectus for further details.)

18

CERTAIN INFORMATION ON THE PROPERTIES

The table below sets out certain information on the Properties as at 30 June 2013, with independent valuations by Colliers and CBRE as at 30 April 2013.

Property/Type Multi-tenanted 2.7 years(2) 85,640 177,286 213,835 30 year leasehold + 30 years from 16 February 2006 300.0 303.0 101.0 95.0

Date of CSC received Lease Term

Lease Arrangement

Land Area (sq ft) NLA (sq ft) GFA (sq ft) Underlying Land Tenure

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

Higher of two Independent Valuations (S$ million) 101.0

Purchase Price (S$ million) 91.4

Eightrium @ Changi Business Park (Business Park Property) Master Lease 5.0 years from Listing Date 83,258(3) 441,533 551,811

25 September 2007

Solaris (Business Park Property)

29 September 2011

303.0

293.4

19
Multi-tenanted 741,829 607,994 1.9 years(2) 651,072(4) Multi-tenanted 2.0 years(2) 565,837 1,240,583 1,414,600 Master Lease 15.0 years from 15 February 2013 10.0 years from 19 March 2013 7.0 years from 10 May 2013 52,800 56,774 58,752 572,432 312,375 312,375 Master Lease 58,752 Master Lease 73,737 73,737 2,158,570 2,955,338 3,233,104

(a) 30 year leasehold + 30 years from 1 June 2008 and (b) in relation to the subterranean space, 28 year and five months leasehold + 30 years from 1 January 2010 43 year leasehold from 1 October 2007 30 year leasehold + 30 years from 1 August 2008 30 year leasehold + 30 years from 1 October 1986 125.0

Tuas Connection (Industrial Property)

14 July 2010

125.0

125.0

122.7

West Park BizCentral (Industrial Property)

24 September 2012

319.0

303.0

319.0

313.0

NK Ingredients(5) (Industrial Property)

15 July 1991 (Phase 1) 1 August 2007 (Phase 2)

61.0

60.0

61.0

60.0

COS Printers (Industrial Property)

7 January 1997

30 year leasehold + 19 years from 1 August 1993 60 year leasehold from 30 October 1996

11.0

10.8

11.0

10.3

Beng Kuang Marine (Industrial Property)

4 May 2000

15.0

14.5

15.0

14.5

Total

932.0

911.3

935.0

905.3

Notes:

(1)

Valuations account for annual land rent being payable based on the prevailing posted annual land rents on the properties subjected to JTC land leases (with the exception of West Park BizCentral, COS Printers and Beng Kuang Marine where the land premium has been paid upfront). The following table sets out whether the valuation of the property takes into account annual land rent is payable or upfront land premium is payable. Annual land rent Upfront land premium

Property

Eightrium @ Changi Business Park

Solaris

Tuas Connection

West Park BizCentral

(A)

NK Ingredients

(B)

COS Printers

(A)

Beng Kuang Marine

(C)

Notes:

(A)

20

In relation to West Park BizCentral and COS Printers the land premium has been paid upfront for the first term of the land lease, or until 31 July 2038 and 31 July 2023 respectively, and for the second term of the land lease, the valuation takes into account that the properties are subject to payment of an upfront land premium at the commencement of the second term.

(B)

NK Ingredients is subject to the prevailing JTC posted annual land rent as its binding Sale and Purchase Agreement (as defined herein) was executed on 27 December 2012 and as its assignment application was issued to JTC prior to the implementation of the upfront land premium policy on 1 January 2013.

(C)

Land premium on Beng Kuang Marine has been paid upfront for the entire term or until 29 October 2056.

(2)

Weighted average lease term to expiry based on Gross Rental Income for the month of June 2013.

(3)

Excludes 3,014 sq ft of subterranean space.

(4)

NLA includes some dedicated common areas within tenants compounds but does not constitute any part of GFA.

(5)

Soilbuild REIT has granted a right of first refusal over NK Ingredients to NIPL for so long as NIPL or its related companies remain as tenant at NK Ingredients. (See Certain Agreements Relating to Soilbuild Business Space REIT and the Properties Sale and Purchase Agreements and Lease Agreements NK Ingredients for further details of such right of first refusal granted to NIPL over NK Ingredients.)

CERTAIN FEES AND CHARGES The following is a summary of the amount of certain fees and charges payable by the Unitholders in connection with the subscription for or trading of the Units (so long as the Units are listed on the SGX-ST): Payable by the Unitholders directly (a) (b) (c) (d) Subscription fee or preliminary charge Realisation fee Switching fee Any other fee N.A.(1) N.A.(1) N.A.(1) Investors in the Placement Tranche may be required to pay brokerage of up to 1.0% of the Offering Price. For trading of the Units, investors will pay prevailing brokerage commissions (if applicable) and clearing fee for trading of Units on the SGX-ST at the rate of 0.04% of the transaction value, subject to a maximum of S$600.00 per transaction and Goods and Services Tax (GST) chargeable thereon. An administration fee is payable for each application made through automated teller machines (ATM) and the internet banking websites of the Participating Banks (as defined herein).

Amount payable

Note: (1) As the Units will be listed and traded on the SGX-ST and Unitholders will have no right to request the Manager to redeem their Units while the Units are listed, no subscription fee, preliminary charge, realisation fee or switching fee is payable in respect of the Units.

The following is a summary of certain fees and charges payable by Soilbuild REIT in connection with the establishment and on-going management and operation of Soilbuild REIT: Payable by Soilbuild REIT (a) Management fee (payable to the Manager or its nominee) Base Fee 10.0% per annum of the Annual Distributable Income. Performance Fee 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year. The Performance Fee is payable if the DPU in any financial year exceeds the DPU in the preceding financial year, notwithstanding that the DPU in the financial year where the Performance Fee is payable may be less than the DPU in any preceding financial year.1 Amount payable

As an illustration, if the DPU is 5.20 cents in Year 1, 5.10 cents in Year 2 and 5.15 cents in Year 3, Performance Fee is payable in relation to Year 3 as the DPU for Year 3 exceeds Year 2, notwithstanding that the DPU for Year 3 is less than the DPU for Year 1.

21

Payable by Soilbuild REIT

Amount payable For illustrative purposes only, the following sets out an example of the computation of the Performance Fee based on an assumed DPU of 5.00 cents for Year 1 and 5.10 cents for Year 2 and a weighted average number of Units of 1,000,000,000: Year 1 DPU (S$ cents)
(1)

Year 2 5.10 1,000 0.25

5.00

Weighted average number of Units (million) Performance Fee(2) (S$ million)

Notes: (1) (2)

Calculated before accounting for the Performance Fee in the financial year. The Performance Fee is calculated based on the following computation: (0.051 0.050) x 1,000,000,000 x 25.0%.

For the purpose of the computation of the Performance Fee only, the DPU shall be calculated based on all income of Soilbuild REIT arising from the operations of Soilbuild REIT, such as, but not limited to, rentals, interest, dividends, and other similar payments or income arising from the Authorised Investments (as defined herein) but shall exclude any one-off income of Soilbuild REIT such as any income arising from any sale or disposal of (i) any Real Estate (whether directly or indirectly through one or more special purpose vehicles (SPVs)) or any part thereof, and (ii) any investments forming part of the Deposited Property or any part thereof.1 For the Forecast Period 2013, the difference in DPU shall be the difference in actual annualised DPU in such financial year with the projected annualised DPU as set out in the Profit Forecast and Profit Projection. The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or a combination of cash and Units (as it may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of the Base Fee and 100.0% of the Performance Fee in the form of Units.

The rationale for computing the DPU in the manner described above is to ensure that the measure of the Managers performance is based on the recurring income of Soilbuild REIT arising from the operations as opposed to one-off income such as a sale or disposal of assets which may skew the DPU in a relevant financial year.

22

Payable by Soilbuild REIT (b) Trustees fee

Amount payable The Trustees fee shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The actual fee payable will be determined between the Manager and the Trustee from time to time, and is presently charged on a scaled basis of up to 0.02% per annum of the Deposited Property. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000.

(c)

Any other substantial fee or charge (i.e. 0.1% or more of Soilbuild REITs asset value) Payable to the Manager or its nominee (i) Acquisition fee 1.0% of each of the following as is applicable (subject to there being no double-counting): in relation to an acquisition (whether directly or indirectly through one or more SPVs of Soilbuild REIT) of any real estate, the acquisition price of any real estate purchased by Soilbuild REIT, plus any other payments 1 in addition to the acquisition price made by Soilbuild REIT or its SPVs to the vendor in connection with the purchase of the real estate ( pro-rated if applicable to the proportion of Soilbuild REITs interest); in relation to an acquisition (whether directly or indirectly through one or more SPVs of Soilbuild REIT) of any SPV or holding entity which holds real estate, the underlying value of any real estate which is taken into account when computing the acquisition price payable for the acquisition from the vendor of the equity interests of any vehicle holding directly or indirectly the real estate purchased by Soilbuild REIT, (plus any additional payments made by Soilbuild REIT or its SPVs to the vendor in connection with the purchase of such equity interests) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); or

Other payments refer to additional payments to the vendor of the asset, for example, where the vendor has already made certain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the acquisition price as the asset enhancements are not completed, but other payments do not include stamp duty or other payments to third party agents and brokers.

23

Payable by Soilbuild REIT

Amount payable the acquisition price of any investment by Soilbuild REIT, whether directly or indirectly through one or more SPVs, in any debt securities of any property corporation or other SPV owning or acquiring real estate.

For the purpose of this acquisition fee, equity interests include all classes and types of equity securities relating to real estate which shall, for the avoidance of doubt, exclude any investment in debt securities of any property corporation or other SPV owning or acquiring real estate. The acquisition fee is payable to the Manager in the form of cash and/or Units (as the Manager may elect). Under the Property Funds Appendix, in respect of any acquisition of real estate assets from interested parties, such a fee should be in the form of Units issued by Soilbuild REIT at prevailing market price(s). Such Units should not be sold within one year from the date of their issuance. No acquisition fee is payable for the acquisition of the Properties. Any payment to third party agents or brokers in connection with the acquisition of any assets of Soilbuild REIT shall be paid by the Manager to such persons out of the Deposited Property or the assets of the relevant SPV, and not out of the acquisition fee received or to be received by the Manager. (ii) Divestment fee 0.5% of each of the following as is applicable (subject to there being no double-counting): the sale price of any real estate sold or divested, whether directly or indirectly through one or more SPVs, by Soilbuild REIT (plus any other payments 1 in addition to the sale price received by Soilbuild REIT or its SPVs from the purchaser in connection with the sale or divestment of the real estate) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); the underlying value of any real estate which is taken into account when computing the sale price for such real estate, sold or divested, whether directly or indirectly through one or more SPVs, by Soilbuild REIT (plus any other payments in addition to the sale price received by Soilbuild REIT or its SPVs from the purchaser in connection with the sale or divestment of the real estate) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); or

Other payments refer to additional payments to Soilbuild REIT or its SPVs for the sale of the asset, for example, where Soilbuild REIT or its SPVs have already made certain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the sale price as the asset enhancements are not completed, but other payments do not include stamp duty or other payments to third party agents and brokers.

24

Payable by Soilbuild REIT

Amount payable the sale price of any investment by Soilbuild REIT, whether directly or indirectly through one or more SPVs, in any debt securities of any property corporation or other SPVs owning or acquiring real estate.

For the purpose of this divestment fee, equity interests include all classes and types of equity securities relating to real estate which shall, for the avoidance of doubt, exclude any investment in debt securities of any property corporation or other SPV owning or acquiring real estate. The divestment fee is payable to the Manager in the form of cash and/or Units (as the Manager may elect). Under the Property Funds Appendix, in respect of any sale or divestment of real estate assets to interested parties, such a fee should be in the form of Units issued by Soilbuild REIT at prevailing market price(s). Such Units should not be sold within one year from date of their issuance. Any payment to third party agents or brokers in connection with the disposal of any assets of Soilbuild REIT shall be paid by the Manager to such persons out of the Deposited Property or the assets of the relevant SPV, and not out of the divestment fee received or to be received by the Manager. (iii) Development management fee The Manager is entitled to receive a development management fee equivalent to 3.0% of the total project costs1 incurred in Development Projects undertaken and managed by the Manager on behalf of Soilbuild REIT. Soilbuild REIT will only undertake development activities within the limits of the Property Funds Appendix2.

Total project costs is defined in the Trust Deed to mean the sum of the following: (i) (ii) construction cost based on the project final account prepared by the project quantity surveyor or issued by the appointed contractor; land costs (including purchase price and differentiated premium or development charge where applicable). For land acquired on a land rent basis, only the total amount of land rent payable during the development period will be included. For redevelopment of existing properties, land cost refers to all costs associated with land such as any payment of additional premium or amounts to the regulatory authorities in connection with the redevelopment, but does not include the value of the land; principal consultants fees, including payments to the projects architect, civil and structural engineer, M&E engineer, quantity surveyor and project manager; the cost of obtaining all approvals for the project; site staff costs; interest costs on borrowings used to finance project cash flows that are capitalised to the project in line with generally accepted accounting practices in Singapore; and any other costs including contingency expenses which meet the definition of total project costs and can be capitalised to the project in accordance with generally accepted accounting practices in Singapore.

(iii) (iv) (v) (vi) (vii) 2

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

25

Payable by Soilbuild REIT

Amount payable Development Project means a project involving the development or redevelopment of land, or buildings, or part(s) thereof on land which is acquired, held or leased by Soilbuild REIT, provided always that the Property Funds Appendix shall be complied with for the purposes of such development, but does not include refurbishment, retrofitting and renovations, save for works that result in additional GFA. When the estimated total project costs are greater than S$100.0 million, the Trustee and the Managers independent directors will first review and approve the quantum of the development management fee, whereupon the Manager may be directed by its independent directors to reduce the development management fee. Further, in cases where the market pricing for comparable services is, in the Managers view, materially lower, the independent directors of the Manager shall have the right to direct a reduction of the development management fee to less than 3.0% of the total project costs. For the avoidance of doubt, no acquisition fee shall be paid when the Manager receives the development management fee for a Development Project. The development management fee is payable to the Manager in the form of cash and/or Units (as the Manager may elect).

(iv)

Lease Management Fee and Lease Renewal Commissions

The Manager is entitled to, on each property of Soilbuild REIT located in Singapore under its management, a lease management fee of 1.0% per annum of Gross Revenue (as defined herein) of each property. The Manager may elect to receive the lease management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of the lease management fees in the form of Units. In relation to securing a renewal of a tenancy, the Manager is entitled to the following Lease Renewal Commissions: (a) (b) 0.5 months gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; one months gross rent inclusive of service charge, for securing a tenancy of five years;

(c)

26

Payable by Soilbuild REIT (d)

Amount payable an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years; and an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of 1.5 months gross rent inclusive of service charge,

(e)

(collectively, the Lease Renewal Commissions). The Manager will not receive a fee for securing a tenancy of less than six months. The Manager may elect to receive the Lease Renewal Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). The Lease Renewal Commissions are payable when an existing tenant extends its lease beyond its initial lease term whereas the Marketing Services Commission which is payable to the Property Manager (as described below) is payable for the securing of new leases. For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Lease Management Fee or Lease Renewal Commissions will be payable in relation to Solaris. Payable to the Property Manager (v) Property management fee The Property Manager is entitled to, on each property of Soilbuild REIT located in Singapore under its management, a property management fee of 2.0% per annum of Gross Revenue of each property. Notwithstanding that the Master Leased Properties will be leased under either a triple net lease and double net lease structures whereby the management of such properties are undertaken by the lessees, in line with market practice, the property management fee is still payable to the Property Manager given that the Property Manager would still be required to regularly inspect the properties under their purview to ensure the properties are maintained and managed in accordance to the lessees obligations which are stipulated in the Master Lease Agreements. The Manager may elect to pay the property management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine).

27

Payable by Soilbuild REIT

Amount payable For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to pay 100.0% of the property management fee in the form of Units. For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no property management fee will be payable in relation to Solaris.

(vi)

Marketing services commissions for new leases

The Property Manager is entitled to the following Marketing Services Commissions: (a) (b) one months gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; Two months gross rent inclusive of service charge, for securing a tenancy of five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of three months gross rent inclusive of service charge,

(c) (d)

(e)

(collectively, the Marketing Services Commissions). The Property Manager will not receive a fee for securing a tenancy of less than six months. If a third party agent secures a tenancy, the Manager shall pay the marketing services commission to the Property Manager, and the Property Manager shall then pay all of such marketing services commission to the third party agent. The Property Manager shall only be entitled to an administrative charge of 20.0% of the marketing services commissions payable to such third party agent over and above what was paid to the third party agent. The Property Manager shall not, without the consent of the Manager, pay the third party agent a market services commission which is lower than what the Property Manager receives. For the avoidance of doubt, in the event that the Property Manager agrees to pay the third party agent a market services commission that exceeds the marketing services commission it receives, the Property Manager is not entitled to any additional market services commission.

28

Payable by Soilbuild REIT

Amount payable An illustration of the above is as follows: If the Property Manager would have received S$100 for securing a lease, the third party agent would also receive S$100 for securing a similar lease. However, in addition to the S$100 received by the third party agent for securing such a lease, the Property Manager would only be entitled to S$20 as payment for the marketing support and administrative services to be rendered by the Property Manager. The Manager may elect to pay the Marketing Services Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Marketing Services Commissions for new leases will be payable in relation to Solaris.

(vii) Project management fee

In respect of the project management services to be provided by the Property Manager for a property of Soilbuild REIT (if not prohibited by the Property Funds Appendix or if otherwise permitted by the MAS), the Property Manager is entitled to a project management fee based on the following for any development, redevelopment, refurbishment, retrofitting, addition and alteration or renovation works to the relevant property: where the construction costs1 are S$2.0 million or less, a fee of 3.0% of the construction costs; where the construction costs exceed S$2.0 million but do not exceed S$12.0 million, a fee of 2.15% of the construction costs or S$60,000, whichever is the higher; where the construction costs exceed S$12.0 million but do not exceed S$40.0 million, a fee of 1.45% of the construction costs or S$258,000, whichever is the higher; where the construction costs exceed S$40.0 million but do not exceed S$70.0 million, a fee of 1.4% of the construction or S$580,000, whichever is the higher; where the construction costs exceed S$70.0 million but do not exceed S$100.0 million, a fee of 1.35% of the construction costs or S$980,000, whichever is the higher; and

Construction costs will be incurred where the Property Manager undertakes asset enhancement initiatives and such costs will typically include the cost of all labour, materials and fixtures supplied by the contractor and the sub-contractors, the cost incurred in obtaining the required approvals, licences and permits from the authorities in connection with the proposed construction and the fees payable to the professionals and consultants (such as architects, structural engineers and interior designers).

29

Payable by Soilbuild REIT

Amount payable where the construction costs exceed S$100.0 million, a fee to be mutually agreed by the Manager, the Trustee and the Property Manager,

(collectively, the Project Management Fee Schedule). The Manager may elect to pay the Project Management Fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). (viii) Reimbursable Amounts In addition to its fees, the Property Manager will be fully reimbursed for certain costs as set out below. Reimbursable Amounts In addition to its fees, the Property Manager will be reimbursed for each property under its management for the following: Reimbursable Employment Costs The Trustee shall reimburse the salary of the employees of the Property Manager (approved by the Manager) engaged solely for site supervision of the properties (such costs are part of the annual business plan and budget approved by the Trustee on the recommendation of the Manager or otherwise agreed between the Trustee and the Manager). Reimbursable Advertising Costs The Trustee shall reimburse the Property Manager for the cost of advertising incurred by the Property Manager in relation to the promotion of leasing for the property provided that prior approval of the Manager for such cost incurred has been obtained. Reimbursable Customer Care Costs The Trustee shall reimburse the Property Manager for the cost of customer care incurred by the Property Manager in relation to tenants of the property provided that prior approval of the Manager for such cost incurred has been obtained. Project Management Expenses In connection with the provision of project management services, the Trustee, on the recommendation of the Manager, shall reimburse the Property Manager for certain costs, including overseas traveling and accommodation expenses, provided that such costs shall have been pre-approved by the Trustee, on the recommendation of the Manager and shall be supported, where available, by vouchers, receipts and other documentary evidence, and provided further, that such costs shall be in accordance with the budget (if any) which may have been approved by the Trustee for the project in connection with or arising from which the costs were incurred.

30

Payable by Soilbuild REIT

Amount payable West Park BizCentral Maintenance Fee In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. This arrangement will be in force for a fixed term of five years, after which it will cease and the same arrangement applicable to the other Properties would then apply to West Park BizCentral. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral from Soilbuild REIT for the period of five years while this arrangement is in force.1 West Park BizCentral Car park Management Services In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. This arrangement will be in force for a fixed term of five years, after which it will cease and the arrangement applicable to the other Properties would then apply to West Park BizCentral. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager for the period of five years while this arrangement is in force2. (See also Certain Agreements Relating to Soilbuild REIT and the Properties Property Management Agreement Fees Reimbursable Amounts.)

West Park BizCentral is a large hi-tech ramp-up industrial development which received its CSC in September 2012 and whose committed occupancy recently reached 100.0%. As such, it is difficult to predict with certainty the annual operating expenses. Due to the fact that West Park BizCentral was recently completed and its operating expenses have yet to stabilise, the Manager and the Trustee have agreed with the Property Manager to fix the operating expenses for West Park BizCentral under the Property Management Agreement. This arrangement provides certainty for Unitholders regardless of what the actual underlying operating expenses are, which ensures that Soilbuild REIT is not unduly exposed to the underlying operating expenses of West Park BizCentral during the ramp up phase of West Park BizCentral. The agreement has been set at an initial monthly fee of S$75,000 which reflects the Managers current best estimates of the monthly operating expenses. The actual amount of maintenance costs incurred for West Park BizCentral for the first six months of 2013 was S$534,000. However this amount includes two one-off items that are not expected to recur. These relate to one-off mechanical & electrical works (S$50,800) and building works (S$36,400). Excluding these items, the total maintenance costs spent in the first six months of 2013 was S$446,800 or S$74,500 per month. As mentioned above, West Park BizCentral only received its CSC in September 2012 and its committed occupancy recently reached 100.0%. The income from the car park at West Park BizCentral is still volatile and unpredictable as the tenants have not fully ramped-up their operations. Hence, this arrangement provides certainty for Unitholders regardless of what the actual underlying car park income is and reflects the Managers current best estimates of what the car park income would be if the operations of the tenants are fully ramped up. The actual amount of car park income for West Park BizCentral for the first half of 2013 was S$197,800 which is slightly below the car park management services agreement fee. This is because the car park income is expected to increase as there are an additional estimated 145 lorry lots added recently which are not in the historical numbers.

31

THE OFFERING
Soilbuild REIT Soilbuild Business Space REIT or Soilbuild REIT, a REIT established in Singapore and constituted by the Trust Deed. SB REIT Management Pte. Ltd. Soilbuild Group Holdings Ltd. DBS Trustee Limited, in its capacity as trustee of Soilbuild REIT. 586,532,000 Units offered under the Placement Tranche and the Public Offer, subject to the Over-Allotment Option. 524,032,000 Units offered by way of an international placement to investors, including institutional and other investors in Singapore other than Mr Lim Chap Huat pursuant to the Offering. The Units have not been and will not be registered under the Securities Act and, accordingly, may not be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined in and in reliance on Regulation S. The Public Offer The Public Offer Units offered by way of a public offer in Singapore. 62,500,000 Units will be offered under the Public Offer. Clawback and Re-allocation The Units may be re-allocated between the Placement Tranche and the Public Offer at the discretion of the Joint Bookrunners (in consultation with the Manager, subject to the minimum unitholding and distribution requirements of the SGX-ST), in the event of an excess of applications in one and a deficit in the other. Concurrently, but separate from the Offering, Mr Lim Chap Huat has entered into the Subscription Agreement to subscribe for 216,936,999 Units at the Offering Price, conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to Settlement Date. S$0.78 per Unit.

The Manager The Sponsor The Trustee The Offering

The Placement Tranche

Subscription by Mr Lim Chap Huat

Offering Price

32

Subscription for Units in the Public Offer

Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore) in the Public Offer will pay the Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case, without interest or any share of revenue or other benefit arising therefrom) where: (i) (ii) an application is rejected or accepted in part only; or the Offering does not proceed for any reason.

For the purpose of illustration, an investor who applies for 1,000 Units by way of an Application Form or an Electronic Application under the Public Offer will have to pay S$780, which is subject to a refund of the full amount or the balance thereof (without interest or any share of revenue or other benefit arising therefrom), as the case may be, upon the occurrence of any of the foregoing events. Investors who are members of the CPF in Singapore may use their CPF Ordinary Account savings to purchase Units. The minimum initial subscription is for 1,000 Units. An applicant may subscribe for a larger number of Units in integral multiples of 1,000. Investors in Singapore must follow the application procedures set out in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore. Subscriptions under the Public Offer must be paid for in Singapore dollars. No fee is payable by applicants for the Units, save for an administration fee for each application made through ATMs and the internet banking websites of the Participating Banks.

33

Over-Allotment Option

In connection with the Offering, the Joint Bookrunners have been granted the Over-Allotment Option by the Unit Lender. The OverAllotment Option is exercisable by the Stabilising Manager (or any of its affiliates) at the Offering Price, in consultation with the other Joint Bookrunners, in full or in part, on one or more occasions, only from the Listing Date but no later than the earlier of (i) the date falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 56,307,000 Units, representing not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 56,307,000 Units (representing not more than 9.6% of the total number of Units in the Offering). Unless indicated otherwise, all information in this document assumes that the Joint Bookrunners do not exercise the Over-Allotment Option. (See Plan of Distribution for further details.) The total number of Units in issue immediately after the close of the Offering will be 803,469,000 Units. The exercise of the OverAllotment Option will not increase this total number of Units in issue. The total number of Units subject to the Over-Allotment Option will not exceed 9.6% of the total number of Units under the Placement Tranche and the Public Offer.

Lock-ups

The Sponsor and Mr Lim Chap Huat have agreed to (i) a lock-up arrangement during the period commencing from the Listing Date until the date falling six months after the Listing Date (both dates inclusive) (the First Lock-up Period) in respect of all their respective direct and indirect effective interest in the Relevant Units (the Lock-up Units) and (ii) a lock-up arrangement immediately following the First Lock-up Period until the date falling one year after the Listing Date (the Second Lock-up Period) such that their respective direct and indirect effective interest is not less than 50.0% of the relevant Lock-up Units, subject to certain exceptions. The Manager has also undertaken not to offer, issue or contract to issue any Units, or make any announcements in connection with any of the foregoing transactions, during the First Lock-up Period, subject to certain exceptions. (See Plan of Distribution Lock-up Arrangements for further details.)

Capitalisation Use of Proceeds

S$913,883,000 (see Capitalisation for further details). See Use of Proceeds and Certain Agreements Relating to Soilbuild Business Space REIT and the Properties for further details. Prior to the Offering, there was no market for the Units. Application has been made to the SGX-ST for permission to list on the Main Board of the SGX-ST: all the Units comprised in the Offering;

Listing and Trading

34

all the Relevant Units; all the Units which may be issued to the Manager from time to time in full or part payment of the Managers fees (including Units issued to the Manager for the acquisition fees, divestment fees, development management fee, lease management fee and Lease Renewal Commissions) (see The Manager and Corporate Governance Managers Fee for further details); and all the Units which will be issued to the Property Manager (including Units issued to the Property Manager for the property management fee, the Marketing Services Commissions and the Project Management Fee).

Such permission will be granted when Soilbuild REIT is admitted to the Official List of the SGX-ST. The Units will, upon their issue, be listed and quoted on the SGX-ST and will be traded in Singapore dollars under the bookentry (scripless) settlement system of The Central Depository (Pte) Limited (CDP). The Units will be traded in board lot sizes of 1,000 Units. Stabilisation In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels which might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations (including the SFA and any regulations thereunder). Such transactions may commence on or after the date of commencement of trading in the Units on the SGX-ST and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the commencement of trading in the Units on the SGX-ST (ii) the date when the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the Stabilising Manager) has bought on the SGX-ST an aggregate of 56,307,000 Units representing not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions. (See Plan of Distribution OverAllotment and Stabilisation for further details.) No Redemption by Unitholders Unitholders have no right to request the Manager to redeem their Units while the Units are listed. Unitholders may only deal in their listed Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

35

Distribution Policy

Distributions from Soilbuild REIT to Unitholders will be computed based on 100.0%1 of Soilbuild REITs Annual Distributable Income for the period from the Listing Date to 31 December 2014. Thereafter, Soilbuild REIT will distribute at least 90.0% of its Annual Distributable Income on a quarterly basis. The first distribution, which will be in respect of the period from the Listing Date to 31 December 2013, will be paid by the Manager on or before 28 February 2014.2 (See Distributions for further details.) Soilbuild REIT has obtained the Tax Approval (as defined herein) to obtain tax transparency for Soilbuild REIT on its Approved Specified Taxable Income (as defined herein). Under the tax transparency treatment, Soilbuild REIT will not be taxed on its Approved Specified Taxable Income to the extent of the amount distributed to Unitholders. Instead, Unitholders will be subject to tax on the distributions made out of such Approved Specified Taxable Income, either directly or by way of tax deduction at source, depending on their own individual tax status. The tax transparency treatment is subject to certain terms and conditions, one of which is that Soilbuild REIT distributes at least 90.0% of its Specified Taxable Income (as defined herein) in the year in which the income is derived.

Tax Considerations

Termination of Soilbuild REIT

Soilbuild REIT can be terminated by either an Extraordinary Resolution (as defined herein) at a Unitholders meeting duly convened and held in accordance with the provisions of the Trust Deed or by the Manager or the Trustee under certain circumstances specified in the Trust Deed, for example, if Soilbuild REIT is delisted permanently from the SGX-ST. (See The Formation and Structure of Soilbuild Business Space REIT Termination of Soilbuild REIT for further details.) The Trust Deed is governed by Singapore law. Up to 2.0% of the total proceeds of the Offering and a discretionary incentive fee of up to 0.5% of the total proceeds of the Offering payable at the sole discretion of the Manager (the Underwriting, Selling and Management Commission) (See Plan of Distribution Issue Expenses for further details.) Prospective investors should carefully consider certain risks connected with an investment in the Units, as discussed under Risk Factors.

Governing Law Commission Payable by Soilbuild REIT to the Joint Bookrunners

Risk Factors

1 2

This would include any issue of Units pursuant to a distribution reinvestment plan. The Manager may consider implementing a distribution reinvestment plan in the future. The SGX-ST has granted a waiver to Soilbuild REIT from Rule 705(2)(b) of the Listing Manual, which requires the announcement of quarterly financial statements not later than 45 days after the quarter ended 30 September 2013.

36

INDICATIVE TIMETABLE
An indicative timetable for the Offering is set out below for the reference of applicants for the Units: Date and time 7 August 2013, 6.00 p.m. 14 August 2013, 12.00 noon 15 August 2013 : : : Event Opening date and time for the Public Offer. Closing date and time for the Public Offer. Balloting of applications under the Public Offer, if necessary. Commence returning or refunding of application monies to unsuccessful or partially successful applicants and commence returning or refunding of application monies to successful applicants for the amount paid in excess of the Offering Price, if necessary. Completion of the acquisition of the Sponsor Properties.

16 August 2013, at or before 2.00 p.m. 16 August 2013, 2.00 p.m. 21 August 2013

: :

Commence trading on a ready basis. Settlement date for all trades done on a ready basis on 16 August 2013.

The above timetable is indicative only and is subject to change. It assumes: that the closing of list of applicants subscribing for Units which are the subject of the Public Offer (the Application List ) is 14 August 2013, 12.00 noon; that the Listing Date is 16 August 2013; compliance with the SGX-STs unitholding spread requirement; and that the Units will be issued and fully paid up prior to 2.00 p.m. on 16 August 2013.

All dates and times referred to above are Singapore dates and times. Trading in the Units through the SGX-ST on a ready basis will commence at 2.00 p.m. on 16 August 2013 (subject to the SGX-ST being satisfied that all conditions necessary for the commencement of trading in the Units through the SGX-ST on a ready basis have been fulfilled). The completion of the acquisition of the Sponsor Properties is expected to take place at or before 2.00 p.m. on 16 August 2013 (see Certain Agreements Relating to Soilbuild Business Space REIT and the Properties for further details). If Soilbuild REIT is terminated by the Manager or the Trustee under the circumstances specified in the Trust Deed prior to, or the acquisition of the Sponsor Properties is not completed by, 2.00 p.m. on 16 August 2013 (being the time and date of commencement of trading in the Units through the SGX-ST), the Offering will not proceed and the application monies will be returned in full (without interest or any share of revenue or other benefit arising therefrom and at each applicants own risk and without any right or claim against Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners or the Sponsor).

37

In the event of any early or extended closure of the Application List or the shortening or extension of the time period during which the Offering is open, the Manager will publicly announce the same: via SGXNET, with the announcement to be posted on the internet at the SGX-ST website: http://www.sgx.com; and in one or more major Singapore newspapers, such as The Straits Times, The Business Times and Lianhe Zaobao .

For the date on which trading on a ready basis will commence, investors should monitor SGXNET, the major Singapore newspapers, or check with their brokers. The Manager will provide details and results of the Public Offer through SGXNET and in one or more major Singapore newspapers, such as The Straits Times, The Business Times and Lianhe Zaobao . The Manager reserves the right to reject or accept, in whole or in part, or to scale down or ballot any application for Units, without assigning any reason, and no enquiry and/or correspondence on the decision of the Manager will be entertained. In deciding the basis of allotment, due consideration will be given to the desirability of allotting the Units to a reasonable number of applicants with a view to establishing an adequate market for the Units. Where an application is accepted or rejected in part only or if the Offering does not proceed for any reason, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his own risk, and without any right or claim against Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners or the Sponsor. Where an application is not successful, the refund of the full amount of the application monies (without interest or any share of revenue or other benefit arising therefrom) to the applicant, is expected to be completed, at his own risk within 24 hours after balloting (provided that such refunds in relation to applications in Singapore are made in accordance with the procedures set out in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore). Where an application is accepted in full or in part only, any balance of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his own risk, within 14 Market Days (as defined herein) after the close of the Offering (provided that such refunds in relation to applications in Singapore are made in accordance with the procedures set out in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore). Where the Offering does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefit arising therefrom) will, within three Market Days after the Offering is discontinued, be returned to the applicants at their own risk (provided that such refunds in relation to applications in Singapore are made in accordance with the procedures set out in Appendix F, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore).

38

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following table is only an extract from, and should be read together with, Unaudited Pro Forma Financial Information, the report set out in Appendix B, Reporting Auditors Report on the Compilation of Unaudited Pro Forma Financial Information. Unaudited Pro Forma Statements of Total Return for Soilbuild REIT 3 month period ended 31 March 2012 (S$000) 11,589 279 11,868 (3,797) 8,071 (2,303) (1,066) (39) (178) 3 month period ended 31 March 2013 (S$000) 16,259 622 16,881 (4,709) 12,172 (2,302) (1,878) (39) (177)

Year ended 31 December 2011 (S$000) Gross Rental Income Other operating income Gross Revenue Property operating expenses Net Property Income Finance costs(1) Managers management fees Trustees fees Other trust expenses Net income before tax and fair value change Fair value change in investment properties Net income before tax Income tax expense Net income after tax Non-tax deductible expenses Income available for distribution to Unitholders
Notes: (1) (2)
(2)

Year ended 31 December 2012 (S$000) 53,147 1,760 54,907 (19,181) 35,726 (9,209) (5,481) (157) (710)

38,382 1,140 39,522 (14,078) 25,444 (9,209) (1,848) (157) (710)

13,520 29,748 43,268 43,268 (24,774)

20,169 20,169 20,169 9,066

4,485 4,485 4,485 1,907

7,776 7,776 7,776 2,870

18,494

29,235

6,392

10,646

Finance costs comprise net interest expense and amortisation of upfront debt financing costs. Non-tax deductible expenses comprise the Managers management fees, property management fees and lease management fees paid or payable in Units, the Trustees fees, amortisation of upfront debt financing costs and fair value change in investment properties.

39

Unaudited Pro Forma Balance Sheet of Soilbuild REIT As at 31 December 2011 (S$000) ASSETS Current assets Cash and cash equivalents Non-current assets Investment properties(2) Total assets LIABILITIES Current liabilities Rental deposits(3) Other payables Non-current liabilities Borrowings(4) Rental deposits Total liabilities Net assets attributable to Unitholders Units in issue (000) NAV per Unit (S$)
Notes: (1) Soilbuild REIT will receive cash security deposits of S$22.1 million as at Listing Date as follows: security deposit from Solaris of S$16.7 million; and security deposit from the other Properties of S$5.4 million.
(3)

As at 31 December 2012 (S$000)

As at Listing Date (S$000)

1,000

1,000

1,000(1)

935,000 936,000

935,000 936,000

935,000 936,000

426 10,385

431 7,920

142

274,656 11,306 296,773 639,227 803,469 0.80

274,656 13,766 296,773 639,227 803,469 0.80

274,656 21,975 296,773 639,227 803,469 0.80

In addition, it will raise an additional S$1.0 million as working capital from the IPO, such that the total amount received would be S$23.1 million. Out of the S$23.1 million, S$22.1 million will be utilised to partially fund the purchase consideration, repayment of Soilbuild REITs existing debt and transaction costs. Therefore, the net cash position as at Listing Date will be S$1.0 million. (2) (3) Assumes that fair value of the investment properties remain unchanged from S$935.0 million at 31 December 2011 and 31 December 2012. Security deposits collected from tenants are recorded as Rental deposits on the balance sheet(s) and are classified as either current or non-current liabilities, depending on the maturity of the respective tenancy agreements from the balance sheet date(s). Comprises principal amount of borrowings of S$280.0 million, after deducting unamortised debt upfront fees of S$5.3 million.

(4)

40

Unaudited Pro Forma Cash Flow Statements of Soilbuild REIT 3 month period ended 31 March 2012 (S$000) 34,663 445 1,855 758 238 (29,748) 8,211 3 month period ended 31 March 2013 (S$000) 7,780 445 1,856 2,043 338 304 12,766

Year ended 31 December 2012 (S$000) Cash flows from operating activities Net income before tax Adjustments for: Amortisation of loan fee Net interest expense Managers management fees paid in Units
(1)

52,476 1,781 7,425 3,473 1,098 (29,748) 36,505

Property Managers management fees paid in Units(1) Fair value change in investment properties Change in rental deposits Net cash generated from operating activities Cash flows from investing activities Purchase of investment properties and related assets and liabilities(2) Net cash generated from investing activities Cash flows from financing activities Net proceeds from issuance of new Units Proceeds from borrowings Net interest paid Payment of debt upfront fee Payment of Distribution to Unitholders Net cash generated from financing activities Net increase in cash & cash equivalents Cash & cash equivalents at beginning of year/period Cash & cash equivalents at end of year/period(3)
Notes: (1) (2)

(891,056) (891,056)

(892,782) (892,782)

609,479 280,000 (7,424) (5,344) (21,928) 854,783 232

609,479 280,000 (1,855) (5,344) 882,280 (2,291)

(1,857) (7,309) (9,166) 3,600 232

232

(2,291)

3,832

The Manager has elected to receive 100.0% of the Base Fee, Performance Fee, property management fee and lease management fee in the form of Units. The amount of S$891.1 million and S$892.8 million is the purchase price of S$905.3 million less S$14.2 million and S$12.5 million of total rental deposits (current and non-current) outstanding for the period from 1 January 2012 to 31 December 2012 and 1 January 2012 to 31 March 2012, respectively. This was prepared for the financial year from 1 January 2012 to 31 December 2012 and the three-month period ended 31 March 2012 and 31 March 2013, assuming the Offering had occurred and was effective on 1 January 2012 under the same terms set out in the Prospectus.

(3)

41

PROFIT FORECAST AND PROFIT PROJECTION

The following is an extract from Profit Forecast and Profit Projection. Statements contained in the Profit Forecast and Profit Projection section that are not historical facts may be forwardlooking statements. Such statements are based on the assumptions set forth in Profit Forecast and Profit Projection and are subject to certain risks and uncertainties which could cause actual results to differ materially from those forecast and projected. Under no circumstances 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 any of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners, the Sponsor or any other person, or that these results will be achieved or are likely to be achieved. (See Forward-looking Statements and Risk Factors for further details.) Investors in the Units are cautioned not to place undue reliance on these forward-looking statements. None of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners or the Sponsor guarantees the performance of Soilbuild REIT, the repayment of capital or the payment of any distributions, or any particular return on the Units. The forecast and projected yields stated in the following table are calculated based on: the Offering Price; and the assumption that the Listing Date is 1 April 2013.

Such yields will vary accordingly if the Listing Date is not 1 April 2013, or for investors who purchase Units in the secondary market at a market price that differs from the Offering Price. Unitholders should note that in respect of the Forecast Period 2013, they will only be entitled to a pro rata share of distributions declared and paid from the period from the Listing Date to 31 December 2013. The following table shows Soilbuild REITs forecast and projected Statements of Total Return for the Forecast Period 2013 and the Projection Year 2014. The financial year end of Soilbuild REIT is 31 December. The forecast and projected results for the Forecast Period 2013 and the Projection Year 2014 may be different to the extent that the actual date of issuance of Units is other than 1 April 2013, being the assumed date of the issuance of Units for the Offering. The Forecast and Projection are based on the assumptions set out in Profit Forecast and Profit Projection and have been examined by the Reporting Auditors, being Ernst & Young LLP, and should be read together with the report set out in Appendix A, Reporting Auditors Report on the Profit Forecast and Profit Projection, as well as the assumptions and the sensitivity analysis set out in Profit Forecast and Profit Projection.

42

Forecast and Projected Statements of Total Return The forecast and projected statements of total return are as follows: Forecast Period 2013 (Nine months from 1 April 2013 to 31 December 2013) (S$000) Gross Rental Income Other operating income Gross Revenue Property operating expenses Net Property Income Finance costs(1) Managers management fees Trustees fees Other trust expenses Net income before tax and fair value change Fair value change in investment properties Net income before tax Income tax expense Net income after tax Non-tax deductible expenses(2) Income available for distribution to Unitholders 47,743 772 48,515 (8,115) 40,400 (6,905) (3,538) (118) (532) 29,307 29,748 59,055 59,055 (23,675) 35,380(3) Forecast Period 2013 Based on the Offering Price Weighted average number of Units in issue (000) DPU (cents) Offering Price (S$) Distribution yield (%)
Notes: (1) (2) Finance costs comprise net interest expense and amortisation of upfront debt financing costs. Non-tax deductible expenses comprise the Managers management fees, property management fees and lease management fees paid or payable in Units, the Trustees fees, amortisation of upfront debt financing costs and fair value change in investment properties. Unitholders will not be entitled to distributable income from 1 April 2013 to the day preceding the actual Listing Date. Annualised by extrapolating the Forecast Period 2013 figures for a year.

Projection Year 2014 (Full year from 1 January 2014 to 31 December 2014) (S$000) 65,195 1,064 66,259 (11,050) 55,209 (9,205) (5,095) (157) (731) 40,021 40,021 40,021 8,510 48,531 Projection Year 2014 Based on the Offering Price 813,604 5.97 0.78 7.7%

809,391 4.37 0.78 7.5%(4)

(3) (4)

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RISK FACTORS
Prospective investors should consider carefully, together with all other information contained in this Prospectus, the factors described below before deciding to invest in the Units. This Prospectus also contains forward-looking statements (including profit forecasts and projections) that involve risks, uncertainties and assumptions. The actual results of Soilbuild REIT could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by Soilbuild REIT as described below and elsewhere in this Prospectus. As an investment in a REIT is meant to produce returns over the long-term, investors should not expect to obtain short-term gains. Investors should be aware that the price of Units, and the income from them, may fall or rise. Investors should note that they may not get back their original investment. Before deciding to invest in the Units, prospective investors should seek professional advice from their relevant advisers about their particular circumstances. RISKS RELATING TO THE PROPERTIES Planned amenities and transportation infrastructure near the Properties may not be implemented as planned or may be closed, relocated, terminated, delayed or not completed. The proximity of amenities and transportation infrastructures, such as MRT stations and bus interchanges, to the Properties provide convenient access to the Properties. There is no assurance that amenities, transportation infrastructure and public transport services near the Properties will not be closed, relocated, terminated, delayed or left uncompleted in the future. Such closure, relocation, termination, delay or non-completion may adversely impact the accessibility of the relevant Properties and the attractiveness and marketability of the relevant Properties to tenants and sub-tenants, thereby directly affecting occupancy rates and rental received in the case of the Sponsor Multi-tenanted Properties or affecting the ability of the Master Lessees to pay their rent in the case of the Master Leased Properties. This in turn may adversely affect the financial condition and results of operations of Soilbuild REIT, reducing the ability of Soilbuild REIT to make distributions to Unitholders. The Properties and properties to be acquired by Soilbuild REIT may require significant capital expenditure periodically beyond the Managers current estimate and Soilbuild REIT may not be able to secure funding. Soilbuild REIT may require periodic capital expenditure for refurbishment, renovation and improvements of its portfolio of properties. Soilbuild REIT may not be able to fund such capital expenditure solely from cash provided from its operating activities and Soilbuild REIT may not be able to obtain additional equity or debt financing, on favourable terms or at all. If Soilbuild REIT is not able to obtain such financing, the attractiveness of its portfolio of properties to new and existing tenants may be reduced and the marketability of its portfolio of properties may be affected.

44

Soilbuild REITs assets might be adversely affected if the Manager, the Property Manager and the Master Lessees do not provide adequate management and maintenance. As the tenants and sub-tenants rely on the proper functioning of the facilities and infrastructure of the properties of Soilbuild REIT for their business operations, should the Manager, the Property Manager and the Master Lessees fail to provide adequate management and maintenance, the attractiveness of Soilbuild REITs portfolio of properties to such tenants and sub-tenants would be affected should their business operations be affected. This may result in a loss of tenants and sub-tenants and adversely affect the value of Soilbuild REITs assets, which will in the case of the Sponsor Multi-tenanted Properties adversely and directly affect distributions to Unitholders and in the case of the Master Leased Properties affect the Master Lessees ability to pay their rents pursuant to the Master Leases, thereby adversely affecting distributions to Unitholders. Soilbuild REIT may suffer material losses in excess of insurance proceeds or Soilbuild REIT and/or the Master Lessees may not put in place or maintain adequate insurance in relation to the Properties and its potential liabilities to third parties. The Properties face the risk of suffering physical damage caused by fire, terrorism, acts of God such as natural disasters or other causes, as well as potential public liability claims, including claims arising from the operations of the Properties. In addition, certain types of risks (such as war risk, terrorism and losses caused by the outbreak of contagious diseases, contamination or other environmental breaches) may be uninsurable or the cost of insurance may be prohibitive when compared to the risk. Currently, Soilbuild REITs insurance policies for the Properties do not cover acts of terrorism, war, outbreak of contagious diseases, contamination or other environmental breaches. Should an uninsured loss or a loss in excess of insured limits occur, Soilbuild REIT could be required to pay compensation and/or lose capital invested in the affected Property as well as anticipated future revenue from that Property as it may not be able to rent out or sell the affected Property. Soilbuild REIT will also be liable for any debt or other financial obligation related to that Property. No assurance can be given that material losses in excess of insurance proceeds will not occur. In addition, should Soilbuild REIT and/or the Master Lessees fail to put in place or maintain adequate insurance in relation to the Properties and its potential liabilities to third parties, Soilbuild REIT may be exposed to various liabilities and losses to the extent that such assets and liabilities are not adequately insured. Renovation or redevelopment works or physical damage to the Properties may disrupt the operations of the Properties and collection of rental income or otherwise result in an adverse impact on the financial condition of Soilbuild REIT. The quality and design of the Properties have a direct influence over the demand for space in, and the rental rates of, the Properties. The Properties may need to undergo renovation or redevelopment works from time to time to retain their competitiveness and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop or because of new planning laws or regulations. The costs of maintaining business space properties and the risk of unforeseen maintenance or repair requirements tend to increase over time as the property ages. The business and operations of the Properties may suffer some disruption and it may not be possible to collect the full or any rental income on space affected by such renovation or redevelopment works.

45

In addition, physical damage to the Properties resulting from fire or other causes may lead to a significant disruption to the business and operation of the Properties and, together with the foregoing, may impose unbudgeted costs on Soilbuild REIT and result in an adverse impact on the financial condition and results of operations of Soilbuild REIT and its ability to make distributions. The Properties may be affected by contamination and other environmental issues. Soilbuild REITs operations are subject to various environmental laws, including those relating to air pollution control, water pollution control, waste disposal, noise pollution control and the storage of dangerous goods. Under these laws, an owner or operator of real property may be subject to liability, including a fine or imprisonment, for air pollution, noise pollution or the presence or discharge of hazardous or toxic chemicals at that property. In addition, Soilbuild REIT may be required to make capital expenditures to comply with these environmental laws. The presence of contamination, air pollution, noise pollution or dangerous goods without a valid licence or the failure to remediate contamination, air pollution, noise pollution or dangerous goods may expose Soilbuild REIT to liability or materially adversely affect its ability to sell or lease the real property or to borrow using the real property as collateral. Accordingly, if the Properties are affected by contamination or other environmental effects not previously identified and/or rectified, Soilbuild REIT risks prosecution by environmental authorities and may be required to incur unbudgeted capital expenditure to remedy such issue and the financial position of tenants may be adversely impacted, affecting their ability to trade and to meet their tenancy obligations. The due diligence exercise on the Properties, tenancies, buildings and equipment may not have identified all material defects, breaches of laws and regulations and other deficiencies. The Manager believes that reasonable due diligence investigations with respect to the Properties have been conducted prior to their acquisitions. However, there is no assurance that the Properties will not have defects or deficiencies requiring repair or maintenance (including design, construction or other latent property or equipment defects in the Properties which may require additional capital expenditure, special repair or maintenance expenses) or be affected by breaches of laws and regulations. Such defects or deficiencies may require significant capital expenditures or obligations to third parties and involve significant and unpredictable patterns and levels of expenditure which may have a material adverse effect on Soilbuild REITs earnings and cash flows. The experts reports that the Manager relies upon as part of its due diligence investigations of the Properties may be subject to inaccuracies and deficiencies. This may be because certain building defects and deficiencies are difficult or impossible to ascertain due to limitations inherent in the scope of the inspections, the technologies or techniques used and other factors. There is no assurance that Soilbuild REIT would be entitled to be reimbursed under such representations, warranties and indemnities for any losses or liabilities suffered or incurred by it as a result of its acquisition of the Properties. Losses or liabilities from latent property or equipment defects may adversely affect earnings and cash flow. Design, construction or other latent property or equipment defects in the Properties may require additional capital expenditure, special repair, maintenance expenses or the payment of damages or other obligations to third parties. Costs or liabilities arising from such property or equipment defects may have a material adverse effect on Soilbuild REITs earnings and cash flows.

46

Statutory or contractual representations, warranties and indemnities given by any seller of business space properties are unlikely to afford satisfactory protection from costs or liabilities arising from such property or equipment defects. The Properties may be subject to possible damage as a result of surrounding construction works. Ground movements from surrounding construction works may potentially cause damage to the buildings in the vicinity, including the Properties, notwithstanding any safety measures being put in place. Any expenditure required for the inspection, repair and maintenance of the Properties in the event of such damage may have an adverse effect on Soilbuild REITs financial condition and results of operations. The Properties may face increased competition from other properties. The Properties are located in areas where other competing properties are present and new properties may be developed which may compete with the Properties. The income from and the market value of the Properties will be dependent on the ability of the Properties to compete against other properties for tenants and sub-tenants. If, after the Offering, competing properties are more successful in attracting and retaining tenants and sub-tenants, the income from the Properties could be reduced directly in the case of the multi-tenanted buildings or as a result of the Master Lessees not being able to pay rents to Soilbuild REIT, thereby adversely affecting Soilbuild REITs cash flow and the amount of funds available for distribution to Unitholders will be adversely affected. The appraisals of the Properties are based on various assumptions and the price at which Soilbuild REIT is able to sell a Property in the future may be different from the initial acquisition value of the Property. There can be no assurance that the assumptions relied on are accurate measures of the market, and the values of the Properties may be evaluated inaccurately. The Independent Valuers (as defined herein) may have included a subjective determination of certain factors relating to the Properties such as their relative market positions, financial and competitive strengths, and physical condition and, accordingly, the valuation of the Properties (which affects the NAV per Unit) may be subjective. The valuation of any of the Properties does not guarantee a sale price at that value at present or in the future. The price at which Soilbuild REIT may sell a Property may be lower than its purchase price. The Singapore Land Authority, on behalf of the President of the Republic of Singapore, may as lessor re-enter the Properties upon breach of terms and conditions of the State lease. Each Property is held under a registered State lease issued by the President of the Republic of Singapore as lessor. Each State lease contains terms and conditions commonly found in State leases in Singapore, including the President of the Republic of Singapores right as lessor to re-enter the Properties and terminate the lease (without compensation) in the event the lessee fails to observe or perform the terms and conditions of the relevant State lease.

47

The head leases of the Properties contain certain provisions that may have an adverse effect on the financial condition and results of operations of Soilbuild REIT. Eightrium @ Changi Business Park, Solaris, Tuas Connection, West Park BizCentral, NK Ingredients and COS Printers are held under leases from JTC (which in turn is the lessee of such Properties under the relevant State leases) and Beng Kuang Marine is held directly under a State lease from the President of the Republic of Singapore. These leases are subject to terms and conditions ordinarily found in leases granted by JTC or as the case may be the President of the Republic of Singapore, including provisions that require the Trustee to surrender free of cost to the lessor portions of the respective Properties that may be required in the future for certain public uses, such as roads, drainage, railways, rapid transit systems and other public improvements. There have been previous instances in which lessees of land from JTC and the President of the Republic of Singapore have been required to surrender portions of their land for roads, without compensation, pursuant to similar provisions in the relevant land leases. If Soilbuild REIT is required to surrender a portion of one of the Properties, it may have an adverse impact on the Gross Revenue and the value of the IPO Portfolio. Such leases also contain terms and conditions that give the right of the lessors to re-enter the Properties and terminate the lease (without compensation) in the event the lessee fails to observe or perform the terms and conditions of the relevant lease. Compliance with the terms of its leases may restrict Soilbuild REITs flexibility to respond to changing real estate market conditions, re-let a property to different tenants or perform valuable asset enhancements. In addition, any current or future breaches of its head leases may require rectification. These restrictions may have an adverse effect on Soilbuild REITs financial condition and results of operations. JTC has announced that all new leases from JTC as well as transfers of JTC properties by owners should give JTC the right to buy the relevant property should the owner decide to sell the property in the future. In order to facilitate overall land use planning and development needs in Singapore, JTC had recently announced that all new leases from JTC as well as transfers of JTC properties by owners should give JTC the right to buy the relevant property should the owner decide to sell the property in the future (excluding sale and lease-back transactions and mortgagee sales). JTC has imposed such right to buy on the Trustee as a condition for the transfer of the Properties (save for Beng Kuang Marine which is not subject to a JTC lease) to the Trustee. According to the announcement, the reason behind this policy is that land in Singapore is scarce and the constant rejuvenation of land use is essential to optimise land use in Singapore. As this policy from JTC is relatively new, there is currently no certainty or clarity as to how JTC will implement it, which may have an impact on Soilbuild REITs ability to acquire properties or dispose of its properties. There is no assurance that Soilbuild REIT will be able to renew any JTC lease for an additional term. Eightrium @ Changi Business Park, Solaris, West Park BizCentral, NK Ingredients and COS Printers are held under leases from JTC which contain a covenant by JTC to grant a renewal term following the expiration of the current lease term subject to compliance with the terms of the lease (including there being no breaches or non-observances of covenants and conditions by the lessee). There is no assurance that Soilbuild REIT will be able to renew the relevant leases for a further term because prior to expiry of the current term, there may be a breach of the lease, which would allow JTC to revoke the renewal option. If Soilbuild REIT is not able to extend the lease terms of any of the Properties with a renewal option, Soilbuild REIT will have to surrender such Property to JTC upon expiration of the original lease term. The value of the Deposited Property, and 48

consequently the underlying asset value of the Units, may be substantially reduced upon such surrender. Any potential income expected during the renewal term will not be realised. In addition, in compliance with the terms of the lease, Soilbuild REIT may incur substantial expenses to reinstate the Property to a state and condition acceptable to the JTC. This may have an adverse effect on the net income of Soilbuild REIT. In the event that the Land Transport Authority requires the internal roads or road access of Tuas Connection to be handed over to the state, Soilbuild REIT will have to pay to JTC an upfront land price for the internal roads and road access. The Land Transport Authority may require the internal roads or road access within the compound of Tuas Connection to be handed over to the State. In such an event, under the terms of the underlying lease of Tuas Connection, the lessee ( i.e. Soilbuild REIT) will have to pay to JTC an upfront land price for the internal roads or road access handed over to the State. Under the JTC Lease Agreement for Tuas Connection, the upfront land price for the internal roads and road access will be based on the market price, which shall be determined by JTC and the decision shall be final. As JTC does not provide any guidance on the computation of the upfront land price, the amount payable is currently not quantifiable. If the amount payable to JTC is substantial, this would have an adverse effect on Soilbuild REIT. Since 1 January 2013, all REITs are to pay land premium upfront in respect of industrial building acquisitions on JTC leased land sites or for land lease extensions. Under JTCs current policy (which came into effect on 1 January 2013) governing the sale and assignment of a JTC lease by a lessee to a buyer which is a third party facility provider such as a REIT, if such JTC lease provides for the lessee to pay JTC a yearly rent (the Existing Rent Payment Scheme ), JTC requires such buyer to pay JTC, prior to the completion of the sale, an upfront land premium for the balance of the JTC lease term in place of the Existing Rent Payment Scheme. Soilbuild REIT may have to pay such upfront land premium in respect of future acquisitions or land lease extensions. JTC has previously agreed prior to the implementation of the upfront premium policy that land premium need not be paid upfront in a sale to Soilbuild REIT for Eightrium @ Changi Business Park, Solaris and Tuas Connection. In the event Soilbuild REIT sells Eightrium @ Changi Business Park, Solaris and Tuas Connection, JTC has imposed the condition that the buyer of such Properties will be required to convert the existing yearly rental scheme under the respective JTC leases and pay to JTC an upfront premium. Such condition may discourage potential purchasers from making bids to acquire such Properties. For West Park BizCentral, there is a specific condition in the JTC Lease requiring upfront land premium to be paid upon assignment/transfer of the Property; hence upfront land premium will be payable for the sale of this Property to Soilbuild REIT. As the upfront land premium has already been paid by the Vendor, Soilbuild REIT is not required to pay land premium for COS Printers. In respect of NK Ingredients, JTC did not impose the payment of land premium as the sale and purchase agreement and the formal application for JTCs consent for the assignment and transfer were executed and submitted on 28 December 2012 before JTCs implementation of the upfront land premium policy. Beng Kuang Marine is held directly under a State lease from the President of the Republic of Singapore and is not subject to this policy.

49

The Singapore Government has imposed control measures in the Singapore property market. On 11 January 2013, the Singapore Government announced that a sellers stamp duty will be imposed on industrial properties which are bought or acquired on or after 12 January 2013 and sold or disposed of within three years. The amount of sellers stamp duty payable shall be 15.0%, 10.0% and 5.0% of the sale price or market value, whichever is higher, if the holding period of the property is one year, two years and three years, respectively. Although various control measures are intended to promote more balanced property developments in the long-term, these measures could adversely affect the development and sales of industrial properties. In addition, there is no assurance that the Singapore Government will not introduce additional measures from time to time to regulate the property market. The continuation of the existing measures and the introduction of any new measures may materially and adversely affect Soilbuild REITs business, financial condition and results of operations. Soilbuild REIT is exposed to risk of illegal immigrants residing in the workers dormitory located at Beng Kuang Marine. Under the Immigration Act, Chapter 133 of Singapore, any person who is found guilty of harbouring illegal immigrants shall be subject to imprisonment or fine or both. Landlords who rent out their premises to foreign tenants are required by law to ensure that these tenants have valid permits and/or passes to stay in Singapore before renting out their premises and landlords are required to perform checks to ensure that the premises are not let out to illegal immigrants. The Master Lessee, PICCO Enterprise Pte. Ltd., is accordingly required to ensure that the foreigners residing in the workers dormitories at Beng Kuang Marine are not illegal immigrants and have valid work passes/permits. Currently, Beng Kuang Marine houses workers in a dormitory, and while precautions have been taken to ensure that the workers residing at such workers dormitory have the necessary work permits and/or passes, such as conducting regular checks on the validity of their work permits and/or passes, the Manager cannot ascertain with certainty that no illegal immigrants will be found to be residing at the workers dormitory in Beng Kuang Marine. In the event that Beng Kuang Marine is found to be harbouring illegal immigrants and the procedures in relation to verifying the immigration status of persons at the workers dormitory is found by the authorities to be inadequate, there would be a risk of the imposition of a fine or imprisonment or both. Under the Master Lease Agreement for Beng Kuang Marine, the Lessee of Beng Kuang Marine, PICCO Enterprise Pte. Ltd., is responsible for ensuring that such Property complies with requirements of the relevant authority relating to the Property, use or occupation, anything done by any tenant or permitted occupier and anything in relation to the Property, including the employment of all foreign workers in respect of employment at the Property. PICCO Enterprise Pte. Ltd. shall indemnify the landlord, Soilbuild REIT, against all claims, proceedings and liabilities (civil or criminal) and all loss, damage, cost and expenses which may be levied by any authorities, which may be brought against or suffered by Soilbuild REIT in connection with any breach or non-compliance. Portions of Eightrium @ Changi Business Park and COS Printers are within the railway protection zone and railway safety zone and certain activities may not be carried out in such zones unless the prior approval of the Land Transport Authority of Singapore is obtained. Certain parts of Eightrium @ Changi Business Park and COS Printers are within the railway protection zone and railway safety zone such that Soilbuild REIT would be required to obtain the prior approval of the Land Transport Authority of Singapore before carrying out restricted activities within the railway protection zone and where applicable, the railway safety zone, and any 50

restricted activity being carried out on the railway protection zone and the railway safety zone shall be subject to the regulations under the Rapid Transit Systems (Railway Protection, Restricted Activities) Regulations. Such restricted activities include the use of any crane, piling equipment, excavator or any other mechanical equipment or vehicle, the storage of materials and the erection of temporary structures such as maintenance towers and hoardings or other similar temporary structures. In addition, Soilbuild REIT will not be allowed to carry out any restricted activity within six metres of the railway and any person contravening such restriction shall be guilty of an offence. In view of the aforesaid restrictions, any future asset enhancement or other redevelopment or rectification works in respect of Eightrium @ Changi Business Park and COS Printers are required to be carefully planned and carried out under close supervision and diligence to avoid damaging or affecting the MRT structures and the safety of railway operation. If the Manager intends to carry out any restricted activity within the railway protection zone or where applicable, the railway safety zone, there is no guarantee that the Land Transport Authority would grant its permission. The Land Transport Authority may impose terms and conditions as it thinks fit in granting its permission. This may affect the ability of Soilbuild REIT to carry out asset enhancement or other development or rectification works in respect of Eightrium @ Changi Business Park and COS Printers. The Master Lessee for NK Ingredients, being NIPL, has a right of first refusal over NK Ingredients. NIPL, being the Master Lessee of NK Ingredients, has rights of first refusal over NK Ingredients (subject to JTCs prior right of first refusal to purchase NK Ingredients). If Soilbuild REIT intends to sell NK Ingredients in the future, Soilbuild REIT would have to first offer NK Ingredients to NIPL. Such condition may discourage potential purchasers of NK Ingredients from making bids to acquire NK Ingredients should Soilbuild REIT intend to divest NK Ingredients in the future. JTC may, as lessor, re-enter the Properties upon the breach of terms and conditions of the JTC leases. On completion of the sale of the Properties, Soilbuild REIT will hold each of the Properties as lessee under a lease granted by JTC as lessor (other than Beng Kuang Marine, which is held directly under a State lease from the President of the Republic of Singapore). The JTC leases contain the right of the lessor to re-enter the Properties (other than Beng Kuang Marine) and terminate the JTC lease (without compensation) in the event the lessee fails to observe or perform the terms and conditions set out in the JTC lease, or any seizure or sale is made in respect of the Properties (other than Beng Kuang Marine). Certain parts of Tuas Connection and West Park BizCentral are affected by lines of road reserves. Certain parts of Tuas Connection and West Park Bizcentral are affected by lines of road reserves. These portions are to be set aside and surrendered free of encumbrances to the State when development/redevelopment takes place on the subject lots or when road construction/improvement is carried out by the Land Transport Authority whichever is earlier. RISKS RELATING TO SOILBUILD REITS OPERATIONS The Manager and the Property Manager are wholly-owned subsidiaries of the Sponsor, which in turn is wholly-owned by Mr Lim Chap Huat. There may be potential conflicts of interest between Soilbuild REIT, the Manager, the Property Manager, the Sponsor and Mr Lim Chap Huat.

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Mr Lim Chap Huat and the Sponsor, its subsidiaries, related corporations and Associates (as defined herein) are engaged in the investment in, and the development and management of, among other things, real estate which is wholly or partially used for business space and residential purposes in Singapore. Mr Lim Chap Huat and the Sponsor will together immediately after the completion of the Offering, hold 216,937,000 Units (constituting 27.0% of the total number of Units expected to be in issue) (assuming that the Over-Allotment Option is not exercised) or 160,630,000 (constituting 20.0% of the total number of Units expected to be in issue) (assuming the Over-Allotment Option is exercised in full). Mr Lim Chap Huat and the Sponsor may exercise influence over the activities of Soilbuild REIT through the Manager, which is a wholly-owned subsidiary of the Sponsor, which is in turn wholly-owned by Mr Lim Chap Huat. These include matters which require Unitholders approval. Soilbuild REIT is exposed to economic and real estate market conditions (including uncertainties and instability in global market conditions and increased competition in the real estate market, in particular the business space properties market). The Properties are located in Singapore. As a result, Soilbuild REITs Gross Revenue and results of operations depend on the performance of the Singapore economy. A decline in Singapores economy could adversely affect Soilbuild REITs results of operations and future growth. The performance of Soilbuild REIT may also be adversely affected by a number of local real estate market conditions, such as the competitiveness of competing business space properties or an oversupply of or reduced demand for business space properties. In addition, Singapores economy is affected by global economic conditions. The global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There remains a concern that the debt crisis affecting the United States will impinge upon the health of the global financial system. These events could adversely affect Soilbuild REIT insofar as they result in: (i) a negative impact on the ability of the tenants to pay their rents to Soilbuild REIT and the sub-tenants to pay their rents or service fees to the Master Lessees in a timely manner or (ii) the tenants ability to continue their leases and the sub-tenants, ability to continue their sub-tenancies, which may in turn affect the Master Lessees ability to pay their rents pursuant to the Master Leases, thus reducing Soilbuild REITs cash flow; an increase in counterparty risk (being the risk of monetary loss which Soilbuild REIT may be exposed to if any of its counterparties encounters difficulty in meeting its obligations under the terms of its respective transaction); and/or an increased likelihood that one or more of (i) Soilbuild REITs banking syndicate (if any), (ii) banks or insurers, as the case may be, providing bankers guarantees or performance bonds for Soilbuild REITs rental deposits or other types of deposits relating to or in connection with the Properties or Soilbuild REITs operations or (iii) Soilbuild REITs insurers, may be unable to honour their commitments to Soilbuild REIT.

There is also uncertainty as to the strength of the global economy, the potential for slowdown in consumer demand and the impact of any future global downturn on Singapores economy. Soilbuild REIT is heavily dependent on the Sponsor for Gross Revenue. As at the Listing Date, approximately 27.9% of the projected Gross Revenue for the first full financial year ending 31 December 2014 for the IPO Portfolio is expected to be derived from the Sponsor. 52

Any circumstance which adversely affects the operations or business of the Sponsor, which in turn affect the Sponsors ability to pay Soilbuild REIT, could adversely affect distributions to Unitholders. Any loss of Master Lessees and/or major tenants or any breach by the Master Lessees and/or major tenants of their obligations under the Master Lease Agreement and/or lease agreements, respectively, could have an adverse effect on Soilbuild REIT. There is a risk that a major tenant and/or Master Lessee may prematurely terminate its lease and/or Master Lease or does not renew its lease and/or Master Lease at expiry. It may be difficult to secure replacement tenants or Master Lessees at short notice or on similar tenancy terms. In addition, the amount of rent and the terms on which the renewal of the leases and/or Master Leases and new leases and/or Master Leases are agreed may be less favourable than those of the current leases and/or Master Leases. The loss of major tenants and/or Master Lessees could result in periods of vacancy, which could therefore adversely affect Soilbuild REITs financial condition, results of operations and ability to make distributions to Unitholders. Furthermore, in the event that any major tenants and/or Master Lessees are unable to pay their rent or breach their obligations under the lease agreements and/or Master Leases, the level of distributable income may also be adversely affected. The performance of the major tenants and the Master Lessees other businesses could also have an impact on their ability to make rental payments to Soilbuild REIT. Factors that affect the ability of such major tenants and Master Lessees to meet their obligations include, but are not limited to: their financial position; the local economies in which they have a business presence, and in particular, the business space real estate sector; the ability of such major tenants to compete with its competitors; in the instance where such major tenants have sub-leased the Properties, the failure of the sub-tenants to pay rent; and material losses in excess of insurance proceeds.

Soilbuild REIT is subject to the risk of non-renewal, non-replacement or early termination of the Master Leases and leases with tenants. If a large number of Master Lessees and/or tenants in the Properties do not renew their Master Leases and/or leases at the end of a lease cycle or a significant number of early terminations occur, and replacement tenants cannot be found in a timely manner and on terms acceptable to the Manager, there is likely Master Lessees and/or to be a material adverse effect on the Properties, which could materially and adversely affect the business, financial condition and results of operations of Soilbuild REIT. Soilbuild REIT has utilised the security deposits to finance the acquisition of the Sponsor Properties and accordingly may not be able to repay the tenants and Master Lessees their security deposits.

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Soilbuild REIT will utilise the security deposits which it would receive in the form of cash from the tenants and Master Lessees to finance the acquisition of the Sponsor Properties, repayment of Soilbuild REITs existing debt (see Capitalisation Indebtedness Soilbuild REITs Existing Debt for further details) and transaction costs. As Soilbuild REIT would be required to return the security deposits to the tenants and Master Lessees when (i) the relevant lease expires, (ii) the relevant lease is terminated by Soilbuild REIT (and not the tenants or the Master Lessees) and (iii) the relevant lease is terminated by the tenants or the Master Lessees as a result of a breach of the terms of the lease by Soilbuild REIT (which, for the avoidance of doubt, does not include the situation where the tenants or the Master Lessees initiates a termination of the lease without cause), Soilbuild REIT may not be able to repay the tenants and Master Lessees their security deposits if, at such point of time, Soilbuild REIT is unable to obtain sufficient funds, Soilbuild REIT may then be subject to legal proceedings for breach of the terms of the relevant Master Lease and/or lease. The amount that Soilbuild REIT may borrow is limited, which may affect the operations of Soilbuild REIT. Under the Property Funds Appendix, Soilbuild REIT is permitted to borrow up to 35.0% of the value of the Deposited Property at the time the borrowing is incurred, taking into account deferred payments (including deferred payments for assets whether to be settled in cash or in Units). However, the Property Funds Appendix also allows Soilbuild REIT to borrow up to a maximum of 60.0% of the value of the Deposited Property if a credit rating from Fitch Inc., Moodys or Standard & Poors is obtained and disclosed to the public. 1 As at the Listing Date, Soilbuild REIT is expected to have gross borrowings of S$280.0 million with an Aggregate Leverage of approximately 29.9% (See Capitalisation Indebtedness for further information.) Soilbuild REIT may, from time to time, require further debt financing to achieve its investment strategies. In the event that Soilbuild REIT decides to incur additional borrowings in the future, Soilbuild REIT may be unable to obtain such additional borrowing if to do so would breach the prescribed limits, and this may, inter alia, result in Soilbuild REIT: being unable to fund capital expenditure requirements in relation to Soilbuild REITs existing asset portfolio or in relation to Soilbuild REITs acquisitions to expand its portfolio; being unable, should there be a decline in the value of the Deposited Property which causes the borrowing limit to be exceeded, to make further borrowings; and facing cash flow shortages (including with respect to distributions) which Soilbuild REIT might otherwise be able to resolve by borrowing funds.

Soilbuild REIT may face risks associated with debt financing and the New Debt Facility and the debt covenants could limit or affect Soilbuild REITs operations. As at the Listing Date, Soilbuild REIT will have in place the New Debt Facility amounting to S$285 million obtained from the Lending Banks (as defined herein) (see Capitalisation Indebtedness for further details). Soilbuild REIT is subject to risks associated with debt financing, including the risk that its cash flow will be insufficient to meet the required payments of principal and interest under such financing, and therefore to make distributions to Unitholders. Distributions from Soilbuild REIT to Unitholders will be computed based on at least 90.0% of Soilbuild REITs Annual Distributable Income. As a result of this distribution policy, Soilbuild REIT may not be able to meet
1 However, it should be noted that under the terms of the New Debt Facility, Soilbuild REIT has covenanted that its Aggregate Leverage should not be more than 45.0% if an investment grade credit rating from Fitch Inc., Moodys or Standard & Poors is obtained and disclosed to the public. Based on a limit of 45.0% of the value of the Deposited Property, the Manager estimates that Soilbuild REIT would have debt headroom of approximately S$256.7 million as of the Listing Date.

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all of its obligations to repay any future borrowings through its cash flow from operations. Soilbuild REIT may be required to repay maturing debt with funds from additional debt or equity financing or both. There is no assurance that such financing will be available on acceptable terms or at all. If Soilbuild REIT defaults under the New Debt Facility, the lenders may be able to declare a default and initiate enforcement proceedings in respect of any security provided and/or call upon any guarantees provided. Certain of Soilbuild REITs properties are currently mortgaged and other properties in its portfolio may be mortgaged in the future. Such properties could be foreclosed by the lender or the lender could require a forced sale of the property with a consequent loss of income and asset value to Soilbuild REIT. If principal amounts due for repayment at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, Soilbuild REIT will not be able to pay distributions at expected levels to Unitholders or to repay all maturing debt. Soilbuild REIT may be subject to the risk that the terms of any refinancing undertaken (which may arise from, among others, a change of control provision) will be less favourable than the terms of the original borrowings. While Soilbuild REIT is not subject to covenants that may limit or otherwise adversely affect its operations and its ability to make distributions to Unitholders as at 26 July 2013, being the latest practicable date prior to the lodgement of this Prospectus with the MAS (the Latest Practicable Date ), the terms of any refinancing undertaken in the future may contain such covenants as well as other covenants which may also restrict Soilbuild REITs ability to acquire properties or undertake other capital expenditure and may require it to set aside funds for maintenance or repayment of security deposits or require Soilbuild REIT to maintain certain financial ratios (e.g. loan to value ratios). The triggering of any of such covenants may have an adverse impact on Soilbuild REITs financial condition. Soilbuild REITs level of borrowings represents a higher level of gearing as compared to certain other types of unit trusts, such as non-specialised collective investment schemes which invest in equities and/or fixed income instruments. If prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make property loans) result in higher interest rates, the interest expense relating to such refinanced indebtedness would increase, thereby adversely affecting Soilbuild REITs cash flow and the amount of funds available for distribution to Unitholders. The New Debt Facility contains a covenant that restricts the ability of Soilbuild REIT to divest its assets. The New Debt Facility contains a covenant that restricts the ability of Soilbuild REIT to divest its assets unless certain conditions are satisfied, including (i) such divestment being made on an arms length basis and prior written consent of the Lending Banks being obtained or (ii) such divestment being required pursuant to applicable law, prior written consent of the Lending Banks being obtained and such divestment not likely to have a material adverse effect on the ability of Soilbuild REIT to perform and comply with its obligations of the New Debt Facility. Accordingly, Soilbuild REIT would be restricted in divesting its assets unless such divestment satisfies the condition in the New Debt Facility. In the event that the conditions in the New Debt Facility are not satisfied, Soilbuild REITs ability to divest non-performing assets to free up or recycle capital for re-deployment towards higher yielding growth opportunities in accordance with its divestment strategy will be affected.

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One of the conditions of the Tax Approval is that Soilbuild REIT is required to distribute at least 90.0% of its Specified Taxable Income (failing which Soilbuild REIT would be liable to pay tax on its Specified Taxable Income) and therefore Soilbuild REIT may face liquidity constraints. The Manager and the Trustee are required by the Tax Approval to distribute at least 90.0% of Soilbuild REITs Specified Taxable Income within the year in which the income is derived. If Soilbuild REITs Specified Taxable Income is greater than its cash flow from operations, it may have to borrow to meet on-going cash flow requirements in order to distribute at least 90.0% of its Specified Taxable Income since it may not have any reserves to draw on. Soilbuild REITs ability to borrow is, however, limited by the Property Funds Appendix. Failure to make distributions of at least 90.0% of Soilbuild REITs Specified Taxable Income would put Soilbuild REIT in breach of terms and conditions of the Tax Approval and Soilbuild REIT would be liable to pay income tax on its Specified Taxable Income. (See Taxation Taxation of Soilbuild REIT for further details.) Neither Soilbuild REIT nor the Manager has a long established operating history. Soilbuild REIT was constituted on 13 December 2012 and the Manager was incorporated on 5 October 2012. Neither Soilbuild REIT (as a REIT) nor the Manager (as the manager of the REIT) have sufficient operating histories by which their past performance may be judged. This will make it more difficult for investors to assess Soilbuild REITs future performance. There is no assurance that Soilbuild REIT will be able to generate sufficient revenue from operations to make distributions or that such distributions will be in line with those set out in Profit Forecast and Profit Projection. If the Managers capital markets services licence for REIT management (CMS Licence) is cancelled or the authorisation of Soilbuild REIT as a collective investment scheme under Section 286 of the SFA is suspended, revoked or withdrawn, the operation of Soilbuild REIT will be adversely affected. The CMS Licence issued to the Manager is subject to conditions unless otherwise cancelled. If the CMS Licence of the Manager is cancelled by the MAS, the operations of Soilbuild REIT will be adversely affected, as the Manager would no longer be able to act as manager of Soilbuild REIT. Soilbuild REIT was authorised as a collective investment scheme on 7 August 2013 and must comply with the requirements under the SFA and the Property Funds Appendix. In the event that the authorisation of Soilbuild REIT is suspended, revoked or withdrawn, its operations will also be adversely affected. The Manager may not be able to successfully implement its investment strategy for Soilbuild REIT. There is no assurance that the Manager will be able to implement its investment strategy successfully or that it will be able to expand Soilbuild REITs portfolio at any specified rate or to any specified size. The Manager may not be able to make acquisitions or investments on favourable terms or within a desired time frame. Soilbuild REIT faces active competition in acquiring suitable properties. Soilbuild REITs ability to make new property acquisitions under its acquisition growth strategy may be adversely affected. Pursuant to the terms of the ROFR granted by the Sponsor to Soilbuild REIT, the ROFR may be subject to consent from third parties. There can be no assurance that such third parties will give such consent. It should also be noted that the ROFR is subject to any prior overriding contractual obligations of the Relevant Entity (as defined herein). (See Certain Agreements relating to Soilbuild Business Space REIT and the Properties for further details.) 56

Any Development Projects that Soilbuild REIT undertakes may be subject to risks and there is no assurance that Soilbuild REIT would be able to successfully complete Development Projects within its budget and on time. Since the amount of borrowings that Soilbuild REIT can incur to finance acquisitions is limited by the Property Funds Appendix, such acquisitions are likely to be largely dependent on Soilbuild REITs ability to raise equity capital. This may result in a dilution of Unitholders holdings. Potential vendors may view the prolonged time frame and lack of certainty associated with the raising of equity capital to fund any such purchase negatively. They may instead prefer other potential purchasers. There may be significant competition for attractive investment opportunities from other property investors, including other REITs, property development companies and private investment funds. There is no assurance that Soilbuild REIT will be able to compete effectively against such entities. Acquisitions and Development Projects may not yield the returns expected, resulting in disruptions to Soilbuild REITs business and straining of management resources. Soilbuild REITs external growth strategy and its asset selection process may not be successful and may not provide positive returns to Unitholders. Acquisitions may also cause disruptions to Soilbuild REITs operations and divert managements attention away from day-to-day operations. The Managers strategy to initiate asset enhancement on some of the Properties from time to time may not materialise. While the Manager may from time to time initiate asset enhancement on some of the Properties, there is no assurance that such plans for asset enhancement will materialise. In the event that they do materialise, if the Net Property Income or valuations of the Properties do not improve as expected after significant expenditure has been incurred, the business, financial condition and results of operations of Soilbuild REIT may be adversely affected. Soilbuild REIT depends on certain key personnel and the loss of any key personnel may adversely affect its operations. Soilbuild REITs performance depends, in part, upon the continued service and performance of the executive officers of the Manager. (See The Manager and Corporate Governance The Manager of Soilbuild REIT Executive Officers of the Manager for further details.) These key personnel may leave the employment of the Manager. If any of these persons were to leave, the Manager will need to search for a replacement and the duties which such executive officers are responsible for may be affected. The loss of any of these individuals could have a material adverse effect on the financial condition and results of operations of Soilbuild REIT. Soilbuild REIT may from time to time be subject to legal proceedings and government proceedings. Legal proceedings against Soilbuild REIT relating to property management and disputes over tenancies may arise from time to time. There can be no assurance that Soilbuild REIT will not be involved in such proceedings or that the outcome of these proceedings will not adversely affect the financial condition, results of operation or cash flow of Soilbuild REIT.

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Soilbuild REIT is regulated by various government authorities and regulations. If any government authority believes that Soilbuild REIT or any of its tenants are not in compliance with the regulations, it could shut down the relevant non-compliant entity or delay the approval process, refuse to grant or renew the relevant approvals or licences, institute legal proceedings to seize Soilbuild REITs properties, enjoin future action or (in the case of Soilbuild REITs subsidiaries not being in compliance with the regulations) assess civil and/or criminal penalties against Soilbuild REIT, its officers or employees. Any such action by the government authority would have a material adverse effect on the business, financial condition and results of operations or cash flow of Soilbuild REIT. Soilbuild REIT may engage in interest rate hedging transactions, which can limit gains and increase costs. Soilbuild REIT may enter into interest rate hedging transactions to protect itself from the effects of interest rate on floating rate debt. Interest rate hedging activities may not have the desired beneficial impact on the operations or financial condition of Soilbuild REIT. Interest rate hedging could fail to protect Soilbuild REIT or adversely affect Soilbuild REIT because, among others: available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought; the party owing money in the hedging transaction may default on its obligation to pay; the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs Soilbuild REITs ability to sell or assign its side of the hedging transaction; and the value of the derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value. Downward adjustments would reduce the NAV of Soilbuild REIT.

Interest rate hedging involves risks and transaction costs, which may reduce overall returns. These costs increase as the period covered by the hedging increases and during periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distributions to Unitholders. Possible change of investment strategies may adversely affect Unitholders investments in Soilbuild REIT. The Manager may from time to time amend the investment strategies of Soilbuild REIT if it determines that such change is in the best interests of Soilbuild REIT and its Unitholders without seeking Unitholders approval. In the event of a change of investment strategies, the Manager may, subject to the relevant laws, regulations and rules (including the Listing Manual of the SGX-ST (the Listing Manual )), alter such investment strategies upon the expiry of three years from the Listing Date, provided that it has given not less than 30 days prior notice of the change to the Trustee and Unitholders by way of an announcement on the SGX-ST. The methods of implementing Soilbuild REITs investment strategies may vary as new investment and financing techniques are developed or otherwise used. Such changes may adversely affect Unitholders investment in Soilbuild REIT.

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The outbreak of an infectious disease or any other serious public health concerns in Asia and elsewhere could adversely impact the business, financial condition and results of operations of Soilbuild REIT. In early 2013, outbreaks of Influenza A (H7N9) occurred in the PRC and Taiwan (the Republic of China). In 2009, outbreaks of Influenza A (H1N1-2009) occurred in a number of countries across the world including Singapore. In late 2003 and June 2004, outbreaks of avian influenza (H5N1) occurred in a number of countries in Asia. In 2005 and 2006, outbreaks were reported in other parts of the world including Europe, the Middle East and Africa. Some of these outbreaks severely affected the poultry and related industries and, in addition, several cases of bird-to-human transmission of avian influenza were reported in various countries. In June 2007, World Health Organisation reported new cases of human infection of avian influenza in the PRC and Indonesia. In 2003, Hong Kong, Taiwan, the PRC, Singapore, Malaysia and other places experienced an outbreak of Severe Acute Respiratory Syndrome ( SARS ), which adversely affected the Asian economies, including Singapores economy. The property sector was one of the sectors that experienced poor performance during the SARS outbreak. There can be no assurance that any precautionary measures taken against infectious diseases would be effective. The outbreak of an infectious disease such as Influenza A (H1N1-2009), avian influenza (H5N1) or SARS in Asia and elsewhere, together with any resulting restrictions on travel and/or imposition of quarantines, could have a negative impact on the economy and business activities in Asia and could thereby adversely impact the revenues and results of Soilbuild REIT. These factors could materially and adversely affect the business, financial condition and results of operations of Soilbuild REIT. Occurrence of any acts of God, natural disasters, severe environmental pollution, war and terrorist attacks may adversely and materially affect the business and operations of the Properties. Acts of God, natural disasters, severe environmental pollution such as haze, war and terrorist attacks are beyond the control of Soilbuild REIT or the Manager. These may materially and adversely affect the economy, infrastructure and livelihood of the local population. Soilbuild REITs business and income available for distribution may be adversely affected should such events occur. There is no assurance that any war, terrorist attack or other hostilities in any part of the world, potential, threatened or otherwise, will not, directly or indirectly, have an adverse effect on the operations of the Properties and hence Soilbuild REITs income available for distribution. In addition, physical damage to the Properties resulting from fire, floods or other acts of God may lead to a significant disruption to the business and operation of the Properties. This may then result in an adverse impact on the business, financial condition and results of operations of Soilbuild REIT and its capital growth. Mr Lim Chap Huat and the Sponsor will together hold 27.0% of the total number of Units expected to be in issue as at the Listing Date (assuming that the Over-Allotment Option is not exercised) or 20.0% of the total number of Units expected to be in issue (assuming the Over-Allotment Option is exercised in full), and may be able to exercise influence over certain activities of Soilbuild REIT. 59

Mr Lim Chap Huat and the Sponsor, its subsidiaries, related corporations and/or associates are engaged in, among others, investment in real estate. Immediately following completion of the Offering, Mr Lim Chap Huat and the Sponsor will together hold in aggregate 27.0% of the total number of Units expected to be in issue (assuming that the Over-Allotment Option is not exercised) or 20.0% of the total number of Units expected to be in issue (assuming the Over-Allotment Option is exercised in full). Mr Lim Chap Huat and the Sponsor may therefore be in positions to influence matters which require the approval of Unitholders. There is no assurance that Soilbuild REIT will be able to leverage on the Sponsors experience in the operation of the Properties or the Sponsors financial strength, market reach and network of contacts to further its growth. In the event that the Sponsor decides to transfer or dispose of its shares in the Manager, Soilbuild REIT may no longer be able to leverage on: the Sponsors experience in the ownership and operation of business space properties; or the Sponsors financial strength, market reach and network of contacts to further its growth.

In addition, Soilbuild REIT may not be able to benefit from the range of corporate services which are available to owners of properties managed by the Sponsor. This may have a material and adverse impact on Soilbuild REITs results of operations and financial condition which may consequently affect its ability to make distributions to its Unitholders. Soilbuild REITs investment strategy may entail a higher level of risk as compared to other types of unit trusts that have a more diverse range of investments. Soilbuild REITs investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets will subject Soilbuild REIT to risks inherent in concentrating in real estate. The level of risk could be higher as compared to other types of unit trusts that have a more diverse range of investments in other sectors. A concentration of investments in real estate used primarily for business space purposes in Singapore exposes Soilbuild REIT to the risk of a downturn in the Singapore business space property market. Any economic slowdown in Singapore or the region could negatively affect the performance of the Singapore business space property market. The renewal of leases/master leases in Soilbuild REITs properties will depend, in part, upon the success of the tenants/subtenants. Any economic downturn may cause higher levels of non-renewals of leases or vacancies as a result of failures or defaults by tenants/sub-tenants or the market pressures exerted by an increase in available business space. There can be no assurance that the tenants/sub-tenants of Soilbuild REITs properties will renew their leases/sub-leases/services agreements or that the new lease terms will be as favourable as the existing leases. In the event that a tenant/sub-tenant does not renew its lease, a replacement tenant/sub-tenant or tenants/sub-tenant would need to be identified, which could subject the Properties to periods of vacancy and/or costly refittings, thereby directly affecting occupancy rates and rental received in the case of the Sponsor Multi-tenanted Properties or affecting the ability of the Master Lessees to pay their rent in the case of the Master Leased Properties and/or a decline in the capital value of Soilbuild REITs portfolio, which will have an adverse impact on distributions to the Unitholders and/or on the results of operations and the financial condition of Soilbuild REIT. Soilbuild REIT may not be able to control or exercise any influence over entities in which it has minority interests. 60

Soilbuild REIT may, in the course of acquisitions, acquire minority interests in real estate-related investment entities. Notwithstanding the veto controls over key operational matters which Soilbuild REIT is required to have under paragraph 6.5 of the Property Funds Appendix, there is no assurance that Soilbuild REIT will be able to control such entities or exercise any influence over the assets of such entities or their distributions to Soilbuild REIT. Such entities may develop objectives which are different from those of Soilbuild REIT and may not be able to make any distribution. The management of such entities may make decisions which could adversely affect the operations of Soilbuild REIT and its ability to make distributions to Unitholders. RISKS RELATING TO INVESTING IN REAL ESTATE There are general risks attached to investments in real estate. Investments in real estate and therefore the income generated from the Properties are subject to various risks, including but not limited to: adverse changes in political or economic conditions; adverse local market conditions (such as over-supply of business space properties or reduction in demand for business space properties in Singapore); the financial condition of tenants/sub-tenants; the availability of financing such as changes in availability of debt or equity financing, which may result in an inability by Soilbuild REIT to finance future acquisitions on favourable terms or at all; changes in interest rates and other operating expenses; changes in environmental laws and regulations, zoning laws and other governmental laws, regulations and rules and fiscal policies (including tax laws and regulations); environmental claims in respect of real estate; changes in market rents; changes in energy prices; changes in the relative popularity of property types and locations leading to an oversupply of space or a reduction in tenant demand for a particular type of property in a given market; competition among property owners for tenants which may lead to vacancies or an inability to rent space on favourable terms; inability to renew leases or re-let space as existing leases expire; inability to collect rents from tenants/sub-tenants on a timely basis or at all due to bankruptcy or insolvency of the tenants/sub-tenants or otherwise; insufficiency of insurance coverage or increases in insurance premiums; increases in the rate of inflation; inability of the Property Manager to provide or procure the provision of adequate maintenance and other services; 61

defects affecting the Properties which need to be rectified, or other required repair and maintenance of the Properties, leading to unforeseen capital expenditure; the relative illiquidity of real estate investments; considerable dependence on cash flow for the maintenance of, and improvements to, the Properties; increased operating costs, including real estate taxes; any defects or illegal structures that were not uncovered by physical inspection or due diligence review; management style and strategy of the Manager; the attractiveness of Soilbuild REITs properties to tenants/sub-tenants; the cost of regulatory compliance; ability to rent out properties on favourable terms; and power supply failure, acts of God, wars, terrorist attacks, uninsurable losses and other factors.

Many of these factors may cause fluctuations in occupancy rates, rental or operating expenses, causing a negative effect on the value of real estate and income derived from real estate. The annual valuation of the Properties will reflect such factors and as a result may fluctuate upwards or downwards. The capital value of Soilbuild REITs real estate assets may be significantly diminished in the event of a sudden downturn in real estate market prices or the economy in Singapore, which may adversely affect the financial condition of Soilbuild REIT. Soilbuild REIT may be adversely affected by the illiquidity of real estate investments. Soilbuild REITs investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets involves a higher level of risk as compared to a portfolio which has a more diverse range of investments. The illiquidity of real estate investment may affect Soilbuild REITs ability to vary its investment portfolio or liquidate part of its assets in response to changes in economic, property market or other conditions. Soilbuild REIT may be unable to sell its assets on short notice or may be forced to give a substantial reduction in the price that may otherwise be sought for such assets in order to ensure a quick sale. Soilbuild REIT may face difficulties in securing timely and commercially favourable financing in asset-based lending transactions secured by real estate due to the illiquid nature of real estate assets. These factors could have an adverse effect on Soilbuild REITs financial condition and results of operations, with a consequential adverse effect on Soilbuild REITs ability to deliver expected distributions to Unitholders. Soilbuild REITs properties or any part of them may be acquired compulsorily. The Land Acquisition Act, Chapter 152 of Singapore gives the Singapore Land Authority the power to acquire any land in Singapore: for any public purpose; where the acquisition is of public benefit or of public utility or in the public interest; or for any residential, commercial or industrial purposes.

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In the event that any of Soilbuild REITs properties is acquired compulsorily, the relevant authority will take into consideration, among others, the following, in determining the amount of compensation to be awarded: the market value of the property as at the date of the publication in the Government Gazette of the notification of the likely acquisition of the land (provided that within six months from the date of publication, a declaration of intention to acquire is made by publication in the Government Gazette); or the market value of the property as at the date of publication in the Government Gazette of the declaration of intention to acquire.

The market value of a property (or part thereof) which is compulsorily acquired by the Singapore Land Authority may be less than the price which Soilbuild REIT paid for the acquisition of the relevant property. In such event, such compulsory acquisitions would have an adverse effect on the Gross Revenue of Soilbuild REIT and the value of Soilbuild REITs portfolio. Soilbuild REITs ability to make distributions to Unitholders may be adversely affected by increases in direct expenses and other operating expenses. Soilbuild REITs ability to make distributions to Unitholders apart from the several circumstances set out below could be adversely affected if direct expenses and other operating expenses increase (save for such expenses which Soilbuild REIT is not responsible for pursuant to the lease agreements and double net lease and triple net lease arrangements) without a corresponding increase in revenue. Factors which could lead to an increase in expenses include, but are not limited to, the following: increase in property tax assessments and other statutory charges; change in statutory laws, regulations or government policies which increase the cost of compliance with such laws, regulations or policies; change in direct or indirect tax policies, laws or regulations; increase in sub-contracted service costs; increase in labour costs; increase in repair and maintenance costs; increase in the rate of inflation; defects affecting, or environmental pollution in connection with, Soilbuild REITs properties which need to be rectified; increase in insurance premium; and increase in cost of utilities.

The rate of increase in rentals (if any) of the Properties may be less than the inflation rate. The rate of increase in rentals (if any) of the Properties may be less than the inflation rate and therefore an investment in Soilbuild REIT may not provide an effective hedge against inflation.

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RISKS RELATING TO AN INVESTMENT IN THE UNITS The form of payment of the management fee will have an impact on the DPU. The amount of distribution available to Unitholders is affected by the form of payment of the Management Fee. If the Manager elects to receive the payment of the management fee in the form of cash, the amount of distribution available for distribution to Unitholders will be affected. Similarly, if the Manager elects to receive the payment of the management fee in the form of Units, future distributions will be distributed to a larger number of Units. (See Profit Forecast and Profit Projection Sensitivity Analysis for further details.) Sale or possible sale of a substantial number of Units by Mr Lim Chap Huat (following the lapse of the lock-up arrangements) in the public market could adversely affect the price of the Units. Following the Offering, Soilbuild REIT will have 803,469,000 issued Units, of which 216,936,999 Units will be held by Mr Lim Chap Huat assuming the Over-allotment Option is not exercised. If any of Mr Lim Chap Huat and/or any of his transferees of the Units (following the lapse of the relevant respective lock-up arrangement, or pursuant to any applicable waivers) sells or is perceived as intending to sell a substantial amount of its Units, or if a secondary offering of the Units is undertaken in connection with an additional listing on another securities exchange, the market price for the Units could be adversely affected (see Plan of Distribution Lock-up Arrangements and Ownership of the Units for further details). Soilbuild REIT may not be able to make distributions to Unitholders or the level of distributions may fall. The Net Property Income earned from real estate investments depends on, among other factors: the amount of rental income received; and the level of property, operating, financing and other expenses incurred.

If the Properties do not generate sufficient Net Property Income, Soilbuild REITs income, cash flow and ability to make distributions will be adversely affected. No assurance is given as to Soilbuild REITs ability to pay or maintain distributions. Neither is there any assurance that the level of distributions will increase over time, that there will be contractual increases in rent under the leases of the Properties or that the receipt of rental income in connection with expansion of the properties or acquisitions of properties will increase Soilbuild REITs cash flow available for distribution to Unitholders. Market and economic conditions may affect the market price and demand for the Units. Movements in domestic and international securities markets, economic conditions, foreign exchange rates and interest rates may affect the market price of, and demand for, the Units. An increase in market interest rates may have an adverse impact on the market price of the Units if the annual yield on the price paid for the Units gives investors a lower return as compared to other investments.

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The NAV per Unit may be diluted if further issues are priced below the then current NAV per Unit. The Trust Deed contemplates new issues of Units, the offering price for which may be above, at or below the then current NAV per Unit. The DPU may be diluted if new Units are issued and the use of proceeds from such issue of Units generates insufficient cash flow to cover the dilution. Where new Units, including Units which may be issued to the Manager in payment of the Managers management, acquisition and/or divestment fees, are issued at less than the NAV per Unit, the then current NAV of each existing Unit may be diluted. The laws, regulations and accounting standards in Singapore may change. Soilbuild REIT may be affected by the introduction of new or revised legislation, regulations or accounting standards. Accounting standards in Singapore are subject to change as accounting standards in the country are further aligned with international accounting standards. The financial statements of Soilbuild REIT may be affected by the introduction of such revised accounting standards. The extent and timing of these changes in accounting standards are currently unknown and subject to confirmation by the relevant authorities. The Manager has not quantified the effects of these proposed changes and there can be no assurance that these changes will not: have a significant impact on the presentation of Soilbuild REITs financial statements; have a significant impact on Soilbuild REITs results of operations; have an adverse effect on the ability of Soilbuild REIT to make distributions to Unitholders; have an adverse effect on the ability of the Manager to carry out Soilbuild REITs investment strategy; or have an adverse effect on the business, financial condition and results of operations of Soilbuild REIT.

Soilbuild REIT may be affected by the introduction of new or revised legislation, regulations, guidelines or directives affecting REITs. Soilbuild REIT may be affected by the introduction of new or revised legislation, regulations, guidelines or directives affecting REITs. There is no assurance that new or revised legislation, regulations, guidelines or directives will not adversely affect REITs in general or Soilbuild REIT specifically. Soilbuild REIT may be unable to comply with the conditions for various tax approvals and/or tax rulings obtained, or the tax approvals and/or tax rulings may no longer apply. Soilbuild REIT has obtained the Tax Approval from Inland Revenue Authority of Singapore ( IRAS ). The Tax Approval is subject to Soilbuild REIT satisfying the stipulated conditions. Where these conditions are not satisfied, or are no longer satisfied by Soilbuild REIT, the tax treatment under the Tax Approval may not apply. The Tax Approval may also be granted based on the facts presented to the IRAS. Where the facts turn out to be different from those represented to the IRAS, or where there is a subsequent change in the tax laws, the tax treatment under the Tax Approval may not apply.

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Foreign Unitholders may not be permitted to participate in future rights issues or entitlements offerings by Soilbuild REIT. The Trust Deed provides that, the Manager may, in its absolute discretion, elect not to extend an offer of Units under a rights issue to those Unitholders whose addresses, as registered with CDP, are outside Singapore. The rights or entitlements to the Units to which such Unitholders would have been entitled will be offered for sale and sold in such manner, at such price and on such other terms and conditions as the Manager may determine, subject to such other terms and conditions as the Trustee may impose. The proceeds of any such sale will be paid to the Unitholders whose rights or entitlements have been so sold, provided that where such proceeds payable to the relevant Unitholders are less than S$10.00, the Manager is entitled to retain such proceeds as part of the Deposited Property. The holding of the relevant holder of the Units may be diluted as a result of such sale. The actual performance of Soilbuild REIT and the Properties could differ materially from the forward-looking statements in this Prospectus. This Prospectus contains forward-looking statements regarding, among others, forecast and projected distribution levels for the period from the Forecast Period 2013 to the Projection Year 2014. These forward-looking statements are based on a number of assumptions which are subject to uncertainties and contingencies which are outside of the Managers control (see Profit Forecast and Profit Projection Assumptions for further details). Soilbuild REITs revenue is dependent on a number of factors including the receipt of rent from the Properties. This may adversely affect Soilbuild REITs ability to achieve the forecast and projected distributions as events and circumstances assumed may not occur as expected, or events and circumstances may arise which are not anticipated. While the Manager expects to meet the forecast and projected distribution levels, no assurance is given that the assumptions will be realised and the actual distributions will be as forecast and projected. Property yield on real estate to be held by Soilbuild REIT is not equivalent to distribution yield on the Units. Generally, property yield depends on Net Property Income and is calculated as the amount of revenue generated by the properties, less the expenses incurred in maintaining, operating, managing and leasing the properties compared against the current value of the properties. Distribution yield on the Units, however, depends on the distributions payable on the Units, after taking into account other expenses including (i) taxes (if required), (ii) interest cost for the debt facilities, (iii) REIT management fees and trustees fees and (iv) other operating costs including administrative fees of Soilbuild REIT, as compared with the purchase price of the Units. Full three years pro forma historical financial statements in relation to the Properties are not available and the Unaudited Pro Forma Financial Information contained in this Prospectus is not necessarily indicative of the future performance of Soilbuild REIT. The Manager is unable to prepare the full three years pro forma statements to show the pro forma historical financial performance of Soilbuild REIT and the Unaudited Pro Forma Financial Information contained in this Prospectus is not necessarily indicative of the future performance of Soilbuild REIT. (See Unaudited Pro Forma Financial Information for further details.)

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This will make it more difficult for investors to assess Soilbuild REITs likely future performance. There is no assurance that the Properties will be able to generate sufficient revenue for Soilbuild REIT to make distributions to Unitholders or that such distributions will be in line with those set out in Profit Forecast and Profit Projection. The Manager is not obliged to redeem Units. Unitholders have no right to request the Manager to redeem their Units while the Units are listed on the SGX-ST. Unitholders may only deal in their listed Units through trading on the SGX-ST. Accordingly, apart from selling their Units through trading on the SGX-ST, Unitholders may not be able to realise their investments in Units. If the Units are de-listed from the SGX-ST and are unlisted on any other Recognised Stock Exchange (as defined herein), the Manager may, but is not obliged to, repurchase or cause the redemption of Units more than once a year in accordance with the Property Funds Appendix and a Unitholder has no right to request for the repurchase or redemption of Units more than once a year. The Units have never been publicly traded and the listing of the Units on the Main Board of the SGX-ST may not result in an active or liquid market for the Units. There is no public market for the Units prior to the Offering and an active public market for the Units may not develop or be sustained after the Offering. The Manager has received a letter of eligibility from the SGX-ST to have the Units listed and quoted on the Main Board of the SGX-ST. However, listing and quotation does not guarantee that a trading market for the Units will develop or, if a market does develop, the liquidity of that market for the Units. Prospective Unitholders must be prepared to hold their Units for an indefinite length of time. There is no assurance that the Units will remain listed on the SGX-ST. Although it is intended that the Units will remain listed on the SGX-ST, there is no guarantee of the continued listing of the Units. Among other factors, Soilbuild REIT may not continue to satisfy the listing requirements of the SGX-ST. Accordingly, Unitholders will not be able to sell their Units through trading on the SGX-ST if the Units are no longer listed on the SGX-ST. Certain provisions of the Singapore Code on Take-overs and Mergers could have the effect of discouraging, delaying or preventing a merger or acquisition which could adversely affect the market price of the Units. Under the Singapore Code on Take-overs and Mergers, an entity is required to make a mandatory offer for all the Units not already held by it and/or parties acting in concert with it (as defined in the Singapore Code on Take-overs and Mergers) in the event that an increase in the aggregate unitholdings of it and/or parties acting in concert with it results in the aggregate unitholdings crossing certain specified thresholds. While the Singapore Code on Take-overs and Mergers seeks to ensure an equality of treatment among Unitholders, its provisions could substantially impede the ability of Unitholders to benefit from a change in control and, as a result, may adversely affect the market price of the Units and the ability to realise any potential change of control premium.

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The price of the Units may decline after the Offering. The Offering Price of the Units is determined by agreement between the Manager and the Joint Bookrunners. The Offering Price may not be indicative of the market price for the Units upon completion of the Offering. The trading price of the Units will depend on many factors, including, but not limited to: the perceived prospects of Soilbuild REITs business and investments and the market for business space properties or real estate-related assets; differences between Soilbuild REITs actual financial and operating results and those expected by investors and analysts; changes in analysts recommendations or projections; changes in general economic or market conditions; the market value of Soilbuild REITs assets; the perceived attractiveness of the Units against those of other equity or debt securities, including those not in the real estate sector; the balance of buyers and sellers of the Units; the size and liquidity of the Singapore REIT market from time to time; any changes from time to time to the regulatory system, including the tax system, both generally and specifically in relation to Singapore REITs; the ability on the Managers part to implement successfully its investment and growth strategies; foreign exchange rates; and broad market fluctuations, including increases in interest rates and weakness of the equity and debt markets.

On the Listing Date, there will be a discount of 2.0% to the NAV per Unit based on the Offering Price. Units may trade at prices that are higher or lower than the NAV per Unit. To the extent that Soilbuild REIT retains operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of Soilbuild REITs underlying assets, may not correspondingly increase the market price of the Units. Any failure to meet market expectations with regard to future earnings and cash distributions may adversely affect the market price for the Units. Where new Units are issued at less than the market price of Units, the value of an investment in Units may be affected. In addition, Unitholders who do not, or are not able to, participate in the new issuance of Units may experience a dilution of their interest in Soilbuild REIT. The Units are not capital-safe products. There is no guarantee that Unitholders can regain the amount invested. If Soilbuild REIT is terminated or liquidated, investors may lose a part or all of their investment in the Units.

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Third parties may be unable to recover in claims brought against the Manager as the Manager is not an entity with significant assets. Third parties, in particular Unitholders, may in future have claims against the Manager in connection with the carrying out of its duties as manager of Soilbuild REIT (including in relation to the Offering and this Prospectus). Under the terms of the Trust Deed, the Manager is indemnified from the Deposited Property against any actions, costs, claims, damages, expenses or demands to which it may be put as the manager of Soilbuild REIT unless occasioned by the fraud, gross negligence, wilful default or breach of the Trust Deed by the Manager. In the event of any such fraud, gross negligence, wilful default or breach of the Trust Deed, only the assets of the Manager itself and not the Deposited Property would be available to satisfy a claim. Unitholders bringing such claims against the Manager may therefore be unable to recover, given that the Manager is not an entity with significant assets.

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USE OF PROCEEDS
The Manager intends to raise gross proceeds of S$626.7 million (based on the Offering Price) from the Offering as well as the Subscription Units. Soilbuild REIT will not receive any proceeds from the exercise of the Over-Allotment Option granted by the Unit Lender. The Manager also intends to draw down the New Debt Facility, on the Listing Date, an amount of S$280.0 million. The total cash proceeds raised from the Offering and the Subscription Units as well as the New Debt Facility will be used towards the following: S$820.5 million (based on the Offering Price) for the purchase consideration of the Sponsor Properties (the Purchase Consideration ); repayment of the private trust existing debt amounting to approximately S$84.8 million (the Repayment of Existing Private Trust Debt ); payment of transaction costs incurred in relation to the Offering and the New Debt Facility; and working capital.

The following table, included for the purpose of illustration, sets out the intended sources and applications of the total proceeds from the Offering and the Subscription Units as well as the New Debt Facility. Based on the Offering Price S$0.78 and assuming that the Over-Allotment Option is fully exercised: Sources Offering Subscription Units New Debt Facility Cash provided from security Deposits Total
Notes: (1) (2) Transaction costs include expenses incurred in relation to the Offering and the New Debt Facility, where applicable. Refers to the security deposits paid by the tenant and master lessees. The security deposits in the form of cash will be utilised to partially fund the purchase acquisition as the Manager believes this is more efficient capital management than retaining the security deposits in a bank account earning little or no interest income.

(S$000) 501,414 125,291 280,000 22,117 (2)

Applications Purchase Consideration Repayment of Existing Private Trust Debt Transaction costs (1) Working capital

(S$000) 820,452 84,800 22,570 1,000 928,822

928,822

Total

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LIQUIDITY As at the Listing Date, Soilbuild REIT will have a cash balance of approximately S$1.0 million. The Manager will adopt an efficient capital management structure 1 such that it will have minimal working capital at Listing Date. However, Soilbuild REIT has S$5.0 million in committed undrawn facilities which can be used if necessary to fund any unforeseen expenditure. The amount of security deposits in relation to the leases that expire in the next three years is S$118,000, S$191,000, and S$2,459,000, respectively. Therefore, the Manager believes that its cash plus committed undrawn facilities will be sufficient for Soilbuild REITs working capital requirements over the next 12 months following the Listing Date.

Efficient capital management structure means that the Manager will utilise surplus cash where possible as the returns from retaining excess cash in bank accounts are sub-optimal.

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OWNERSHIP OF THE UNITS

EXISTING UNIT On 13 December 2012, one Unit was issued at the issue price of S$1.00 per Unit to the Sponsor. No other Units have been issued. PRINCIPAL UNITHOLDERS OF SOILBUILD REIT AND THEIR UNITHOLDINGS The total number of Units in issue immediately before the completion of the Offering will be one Unit. The following table sets out the principal Unitholders of Soilbuild REIT and their unitholdings immediately upon completion of the Offering:
Units in issue immediately before the issue of the offering units and the Subscription Units (%) Sponsor Direct Deemed Total Mr Lim Chap Huat Direct
(1)

Units in issue after the Offering (assuming (assuming that the that the Over-allotment Over-allotment Option is exercised Option is not in full) exercised) (000) 1 1 216,936,999 1 216,937,000 586,532,000 (%) N/M N/M 27.0 N/M 27.0 73.0 (000) 1 1 160,629,999 1 160,630,000 642,839,000 (%) N/M N/M 20.0 N/M 20.0 80.0

1 1

100.0 100.0

Deemed Total

Public and Institutional Investors

Note: (1)

Mr Lim Chap Huat has entered into the Subscription Agreement to subscribe for the Subscription Units at the Offering Price conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date.

LOCK-UPS The Sponsor and Mr Lim Chap Huat have agreed to (i) a lock-up arrangement during the First Lock-up Period in respect of all their respective direct and indirect effective interest in the Lock-up Units, and (ii) a lock-up arrangement during the Second Lock-up Period such that their respective direct and indirect effective interest is not less than 50.0% of the relevant Lock-up Units, subject to certain exceptions. The Manager has also undertaken not to offer, issue, contract to issue any Units, or make any announcements in connection with any of the foregoing transactions, during the First Lock-up Period, subject to certain exceptions. (See Plan of Distribution Lock-up Arrangements for further details.)

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SUBSCRIPTION BY MR LIM CHAP HUAT Concurrently with, but separate from the Offering, Mr Lim Chap Huat has entered into the Subscription Agreement to subscribe for 216,936,999 Units at the Offering Price, conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date. SUBSCRIPTION BY THE DIRECTORS The Directors may subscribe for Units under the Public Offer and/or the Placement Tranche. Save for the Managers internal policy which prohibits the Directors from dealing in the Units at certain times (see The Manager and Corporate Governance for further details), there is no restriction on the Directors disposing of or transferring all or any part of their unitholdings.

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DISTRIBUTIONS
Soilbuild REITs distribution policy is to distribute 100.0% 1 of Soilbuild REITs Annual Distributable Income for the period from the Listing Date to 31 December 2014. Thereafter, Soilbuild REIT will distribute at least 90.0% of its Annual Distributable Income, comprising substantially its income from the letting of its Properties and related property services income after deduction of allowable expenses, as well as interest income from the placement of periodic cash surpluses in bank deposits. The actual level of distribution will be determined at the Managers discretion. The actual proportion of Annual Distributable Income distributed to Unitholders beyond 31 December 2014 may be greater than 90.0% to the extent that the Manager believes it to be appropriate, having regard to Soilbuild REITs funding requirements, other capital management considerations and the overall stability of distributions. Distributions, when made, will be in Singapore dollars. Contemporaneously with, and conditional upon, the listing of the Units on the SGX-ST, Soilbuild REIT will make a distribution of an aggregate amount based on the Managers best estimate of Soilbuild REITs remaining net income (net of tax payable thereon by Soilbuild REIT) for the period from the date of the constitution of Soilbuild REIT to the day immediately preceding the Listing Date (the Private Trust Distribution ), to the Sponsor, being the sole existing Unitholder of Soilbuild REIT prior to Listing Date. For the avoidance of doubt, the Private Trust Distribution represents the retained earnings pertaining to rental income received by the properties held by Soilbuild REIT acquired prior to the Listing Date less applicable expenses incurred prior to the Listing Date and is not funded with the proceeds from the Offering. The Managers estimate of this amount has been reviewed by Ernst & Young LLP. The Sponsor has agreed with each of the Trustee and the Manager that the Private Trust Distribution will constitute full and final settlement of its distribution entitlement for the period from the date of the constitution of Soilbuild REIT to the day immediately preceding the Listing Date. Conversely, the Trustee and the Manager have agreed with the Sponsor that they will not seek reimbursement from the Sponsor if the actual net income of Soilbuild REIT for this period is subsequently determined to be a lesser amount than that estimated by the Manager. Accordingly, Soilbuild REIT will benefit from the surplus if Soilbuild REITs actual net income for the period is more than the amount estimated by the Manager, or bear the deficit if its actual net income for the period is less than the amount estimated by the Manager. The Sponsor has provided an undertaking to the Manager and the Trustee that the Sponsor will be responsible for and pay promptly any income tax liability of Soilbuild REIT which is attributable to the period commencing from the date of constitution of Soilbuild REIT up to and including the date one day before the Units are listed on the SGX-ST and any Singapore stamp duty (including late payment penalties (if any)) which may be payable on any of the sale and purchase agreements, or any other document in relation to the Third Party Master Leased Properties. After Soilbuild REIT is admitted to the Main Board of the SGX-ST, it will make distributions to Unitholders on a quarterly basis, with the amount calculated as at 31 March, 30 June, 30 September and 31 December each year for the three-month period ending on each of the said dates. Soilbuild REITs first distribution after the Listing Date will be for the period from the Listing Date to 31 December 2013 and will be paid by the Manager on or before 28 February 2014. Subsequent distributions will take place on a quarterly basis. The Manager will endeavour to pay distributions no later than 90 days after the end of each distribution period. 2

1 2

This would include any issue of Units pursuant to a distribution reinvestment plan. The Manager may consider implementing a distribution reinvestment plan in the future. The SGX-ST has granted a waiver to Soilbuild REIT from Rule 705(2)(b) of the Listing Manual, which requires the announcement of quarterly financial statements not later than 45 days after the quarter ended 30 September 2013.

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In the event that there are gains arising from disposals of its assets, and only if such gains are surplus to the business requirements and needs of Soilbuild REIT and its taxability or otherwise confirmed by the IRAS, the Manager may, at its discretion, direct the Trustee to distribute such gains. Such gains, if not distributed, will form part of the Deposited Property. Soilbuild REITs primary sources of liquidity for the funding of distributions, servicing of debt, payment of non-property expenses and other recurring capital expenditure will be the receipts of rental income and borrowings. Under the Property Funds Appendix, if the Manager declares a distribution that is in excess of profits, the Manager should certify, in consultation with the Trustee, that it is satisfied on reasonable grounds that, immediately after making the distribution, Soilbuild REIT will be able to fulfil, from the Deposited Property, the liabilities of Soilbuild REIT as they fall due. The certification by the Manager should include a description of the distribution policy and the measures and assumptions for deriving the amount available to be distributed from the Deposited Property. The certification should be made at the time the distribution is declared.

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CAPITALISATION
The following table sets forth the pro forma capitalisation of Soilbuild REIT as at the Listing Date and after application of the total proceeds from the Offering and the Subscription Units. The information in the table below should be read in conjunction with Use of Proceeds. S$000 Borrowings (1) Unitholders Funds Total Capitalisation
Note: (1) Being borrowings net of upfront debt establishment costs.

274,656 639,227 913,883

INDEBTEDNESS New Debt Facility Upon listing, Soilbuild REIT will have in place a senior term loan facility amounting to S$285.0 million (the New Debt Facility ), comprising S$280.0 million term loan Facility ( TLF ) and a S$5.0 million non-revolving loan facility obtained from Citibank N.A. Singapore Branch, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited (the Lending Banks ). The S$280.0 million TLF will be drawn down on the Listing Date and used to finance the acquisition of the Sponsor Properties as well as to repay private trust unitholder loans that were used to finance the acquisition of the Private Trust Portfolio prior to Listing Date. The New Debt Facility, in general, comprises a customary security package which includes, among others, mortgages over Solaris, Eightrium @ Changi Business Park, Tuas Connection and NK Ingredients, legal charge over certain accounts, legal assignments over certain rights over lease related agreements and insurance policies, and a debenture incorporating a fixed and floating charge over Soilbuild REITs assets. The TLF has staggered loan maturities of two, three and four year terms as described below. S$95.0 million (33.9%) is repayable in two years; S$95.0 million (33.9%) is repayable in three years; and S$90.0 million (32.2%) is repayable in four years.

The interest rate on the TLF is based on the relevant Singapore dollar swap offer rate plus a margin ranging between 1.53% and 1.83% per annum. The S$5.0 million non-revolving loan facility is intended for any potential capital expenditure in relation to the Properties. In addition, key covenants of the New Debt Facility require, among others, that: Soilbuild REIT shall have a consolidated networth 1 of not be less than S$600.0 million;

Consolidated networth is defined as net tangible assets.

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the Deposited Property (which shall be calculated using the latest available valuation of the Properties as recorded in the balance sheet) shall not be less than S$880.0 million at any time; Soilbuild REITs minimum interest coverage ratio shall be no less than three times; the New Debt Facility will be secured against Eightrium @ Changi Business Park, Solaris, Tuas Connection and NK Ingredients. West Park BizCentral, COS Printers and Beng Kuang Marine shall be subject to negative pledge; Soilbuild REITs Aggregate Leverage shall not be more than (i) 35.0% if Soilbuild REIT is unrated; and (ii) 45.0% if Soilbuild REIT is rated investment grade; throughout the tenure of the New Debt Facility, it is required that: there is no change in the Manager or the Trustee of Soilbuild REIT; and the Sponsor and Mr Lim Chap Huat shall together maintain at least 20.0% unitholding, directly or indirectly, in Soilbuild REIT and at least 51.0% of voting rights in the Manager and the Property Manager,

unless prior written consent is provided by the Lending Banks; all or any part of the Properties or any of the other assets of Soilbuild REIT are not to be sold or disposed unless certain conditions are satisfied including such divestment being made on an arms length basis and prior written consent of the Lending Banks has been obtained; and all or any part of the Properties or any of the other assets of Soilbuild REIT are not to be sold or disposed unless certain conditions are satisfied including such divestment being required pursuant to applicable law, prior written consent of the Lending Banks has been obtained and such divestment not likely to have a material adverse effect on the ability of Soilbuild REIT to perform and comply with its obligations of the New Debt Facility.

Any breach or non-compliance of any of the provisions under the New Debt Facility documents will be an event of default. Save for non-payment and non-compliance of financial covenants, no event of default will occur if the failure to comply is in the opinion of the facility agent (acting on the instructions of the Lending Banks) capable of remedy and is remedied within 10 business days of the facility agent giving notice to Soilbuild REIT or Soilbuild REIT becoming aware of the failure to comply. Soilbuild REIT intends to put in place interest rate swaps amounting to between 75.0% and 100.0% of the New Debt Facility that would effectively fix the interest rates for periods of two to four years to match the underlying debt. Soilbuild REITs Existing Debt As at the Latest Practicable Date, Soilbuild REIT had S$84.8 million of loans due to the Sponsor. These loans were used to finance the acquisition of NK Ingredients, COS Printers and Beng Kuang Marine and were drawn down between December 2012 and May 2013. NK Ingredients, COS Printers and Beng Kuang Marine were acquired on 15 February 2013, 19 March 2013 and 10 May 2013, respectively, at a purchase price of S$60.0 million, S$10.3 million and S$14.5 million, respectively.

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The interest rate margins of: S$83.1 million of the loans due to the Sponsor range between 1.50% and 1.88% over the three-month swap offer rate or cost of funds; and S$1.7 million of the loans due to the Sponsor which is derived from the retained earnings of Soilbuild REIT that was due to the Sponsor and were utilised by Soilbuild REIT to finance the acquisition of COS Printers and Beng Kuang Marine.

The foregoing loans were extended to Soilbuild REIT on an arms length basis in agreement with the Trustee and will be repaid on the Listing Date. (See Use of Proceeds for further details.) As at the Listing Date, Soilbuild REIT is expected to have gross borrowings of S$280.0 million with an Aggregate Leverage of 29.9%.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Manager is unable to prepare pro forma statements of total return, pro forma cash flow statements and pro forma balance sheets for the latest three financial years of Soilbuild REIT to show the pro forma historical financial performance of Soilbuild REIT as: Solaris, which comprises 32.4% of the IPO Portfolio (based on the higher of the two independent valuations by Colliers and CBRE), received its temporary occupation permit ( TOP ) on 12 October 2010 and West Park BizCentral, which comprises 34.1% of the IPO Portfolio (based on the higher of the two independent valuations by Colliers and CBRE), received its TOP on 29 December 2011. Accordingly, it would not be meaningful to prepare full three year pro forma financials for the year ended 31 December 2010 because 66.5% of the IPO Portfolio was not in operation for most of that year; and The Third Party Master Leased Properties, which comprise 9.3% of the IPO Portfolio (based on the higher of the two independent valuations by Colliers and CBRE), were acquired in the months leading up to Listing Date. The historical information for the Third Party Master Leased Properties is unavailable and, in any event even if it were available, would not be relevant as these properties were held by unrelated parties under different structures and lease agreements to those which would be put in place after acquisition. However, the pro forma information for the Third Party Master Leased Properties has been prepared as if they had been acquired on similar master lease terms for the pro forma financial statements.

For the reasons stated above, the SGX-ST has granted Soilbuild REIT a waiver from the requirement to prepare historical pro forma statements of total return, pro forma cash flow statements and pro forma balance sheets for the latest three financial years of Soilbuild REIT, subject to the inclusion of the following in this Prospectus: unaudited pro forma statements of total return for the financial year from 1 January 2011 to 31 December 2011 and from 1 January 2012 to 31 December 2012, as well as the three-month periods ended 31 March 2012 and 31 March 2013; unaudited pro forma balance sheets as at 31 December 2011, 31 December 2012 and the Listing Date assuming the Offering had occurred and was effective on 31 December 2011, 31 December 2012 and at Listing Date under the same terms set out in the Prospectus; an unaudited cash flow statement for the financial year from 1 January 2012 to 31 December 2012 and for each of the three-month periods ended 31 March 2012 and 31 March 2013, assuming the Offering had occurred and was effective on 1 January 2012 under the same terms set out in the Prospectus; a nine months profit forecast for the Forecast Period 2013 and a full year profit projection for the Projection Year 2014 (see Profit Forecast and Profit Projection and Appendix A, Reporting Auditors Report on the Profit Forecast and Profit Projection); and full disclosure on the reasons for providing two years historical pro forma financial information and the waivers granted.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and on the basis of the assumptions and accounting policies set out in Appendix B, Reporting Auditors Report on the Compilation of Unaudited Pro Forma Financial Information, and hence, may not give a true picture of the actual total returns and financial position of Soilbuild REIT. The Unaudited Pro Forma Financial Information should be read together with these assumptions and accounting policies.

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Unaudited Pro Forma Statements of Total Return for Soilbuild REIT 3 month period ended 31 March 2012 (S$000) 11,589 279 11,868 (3,797) 8,071 (2,303) (1,066) (39) (178) 3 month period ended 31 March 2013 (S$000) 16,259 622 16,881 (4,709) 12,172 (2,302) (1,878) (39) (177)

Year ended 31 December 2011 (S$000) Gross Rental Income Other operating income Gross Revenue Property operating expenses Net Property Income Finance costs (1) Managers management fees Trustees fees Other trust expenses Net income before tax and fair value change Fair value change in investment properties Net income before tax Income tax expense Net income after tax Non-tax deductible expenses
(2)

Year ended 31 December 2012 (S$000) 53,147 1,760 54,907 (19,181) 35,726 (9,209) (5,481) (157) (710)

38,382 1,140 39,522 (14,078) 25,444 (9,209) (1,848) (157) (710)

13,520 29,748 43,268 43,268 (24,774)

20,169 20,169 20,169 9,066

4,485 4,485 4,485 1,907

7,776 7,776 7,776 2,870

Income available for distribution to Unitholders

Notes: (1) (2)

18,494

29,235

6,392

10,646

Finance costs comprise net interest expense and amortisation of upfront debt financing costs. Non-tax deductible expenses comprise the Managers management fees, property management fees and lease management fees paid or payable in Units, the Trustees fees, amortisation of upfront debt financing costs and fair value change in investment properties.

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Unaudited Pro Forma Balance Sheet of Soilbuild REIT As at 31 December 2011 (S$000) ASSETS Current assets Cash and cash equivalents Non-current assets Investment properties (2) Total assets LIABILITIES Current liabilities Rental deposits (3) Other payables Non-current liabilities Borrowings (4) Rental deposits
(3)

As at 31 December 2012 (S$000)

As at Listing Date (S$000)

1,000

1,000

1,000 (1)

935,000 936,000

935,000 936,000

935,000 936,000

426 10,385

431 7,920

142

274,656 11,306 296,773 639,227 803,469 0.80

274,656 13,766 296,773 639,227 803,469 0.80

274,656 21,975 296,773 639,227 803,469 0.80

Total liabilities Net assets attributable to Unitholders Units in issue (000) NAV per Unit (S$)
Notes: (1)

Soilbuild REIT will receive cash security deposits of S$22.1 million as at Listing Date as follows: security deposit from Solaris of S$16.7 million; and security deposit from the other Properties of S$5.4 million.

In addition, it will raise an additional S$1.0 million as working capital from the IPO, such that the total amount received would be S$23.1 million. Out of the S$23.1 million, S$22.1 million will be utilised to partially fund the purchase consideration, repayment of Soilbuild REITs existing debt and transaction costs. Therefore, the net cash position as at Listing Date will be S$1.0 million. (2) (3) Assumes that fair value of the investment properties remain unchanged from S$935.0 million at 31 December 2011 and 31 December 2012. Security deposits collected from tenants are recorded as Rental deposits on the balance sheet(s) and are classified as either current or non-current liabilities, depending on the maturity of the respective tenancy agreements from the balance sheet date(s). Comprises principal amount of borrowings of S$280.0 million, after deducting unamortised debt upfront fees of S$5.3 million.

(4)

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Unaudited Pro Forma Cash Flow Statements of Soilbuild REIT Year ended 31 December 2012 (S$000) Cash flows from operating activities Net income before tax Adjustments for: Amortisation of loan fee Net interest expense Managers management fees paid in Units (1) Property Managers management fees paid in Units (1) Fair value change in investment properties Change in rental deposits Net cash generated from operating activities Cash flows from investing activities Purchase of investment properties and related assets and liabilities (2) Net cash generated from investing activities Cash flows from financing activities Net proceeds from issuance of new Units Proceeds from borrowings Net interest paid Payment of debt upfront fee Payment of Distribution to Unitholders Net cash generated from financing activities Net increase in cash & cash equivalents Cash & cash equivalents at beginning of year/period Cash & cash equivalents at end of year/period (3)
Notes: (1) (2) The Manager has elected to receive 100.0% of the Base Fee, Performance Fee, property management fee and lease management fee in the form of Units. The amount of S$891.1 million and S$892.8 million is the purchase price of S$905.3 million less S$14.2 million and S$12.5 million of total rental deposits (current and non-current) outstanding for the period from 1 January 2012 to 31 December 2012 and 1 January 2012 to 31 March 2012, respectively. This was prepared for the financial year from 1 January 2012 to 31 December 2012 and the three-month period ended 31 March 2012 and 31 March 2013, assuming the Offering had occurred and was effective on 1 January 2012 under the same terms set out in the Prospectus.

3 month period ended 31 March 2012 (S$000) 34,663 445 1,855 758 238 (29,748) 8,211

3 month period ended 31 March 2013 (S$000) 7,780 445 1,856 2,043 338 304 12,766

52,476 1,781 7,425 3,473 1,098 (29,748) 36,505

(891,056) (891,056)

(892,782) (892,782)

609,479 280,000 (7,424) (5,344) (21,928) 854,783 232 232

609,479 280,000 (1,855) (5,344) 882,280 (2,291) (2,291)

(1,857) (7,309) (9,166) 3,600 232 3,832

(3)

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Unaudited Pro Forma Financial Information and notes thereto included elsewhere in this Prospectus. Statements contained in this Managements Discussion and Analysis of Financial Condition and Results of Operations that are not historical facts may be forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from those forecast and projected. Under no circumstances 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 or any other person, nor that these results will be achieved or are likely to be achieved (see Forward-looking Statements and Risk Factors for further details). Recipients of this Prospectus and all prospective investors in the Units are cautioned not to place undue reliance on these forward-looking statements. The Unaudited Pro Forma Financial Information of Soilbuild REIT, which comprises the Unaudited Pro Forma Balance Sheets, the Unaudited Pro Forma Statements of Total Return and the Unaudited Pro Forma Statement of Cash Flows, have been prepared for illustrative purposes only, and are based on certain assumptions after making certain adjustments to show what: (i) the Unaudited Pro Forma Statements of Total Return for the financial years ended 31 December 2011, 31 December 2012 and the three-month periods ended 31 March 2012 and 31 March 2013, would have been if the Offering, the acquisition of the Properties, the Third Party Master Leases, the bank borrowings, the fee arrangements of the Property Manager/Manager and the Trustee (the Fee Arrangements ) and the fair value change in investment properties as set out in Overview Certain Fees and Charges had occurred or were effective on 1 January 2011; the Unaudited Pro Forma Statement of Cash Flows for the financial years ended 31 December 2012 and each of the three-month periods ended 31 March 2012 and 31 March 2013, would have been if the Offering, the acquisition of the Properties, the Third Party Master Leases, the bank borrowings, the Fee Arrangements and the fair value change in investment properties had occurred or were effective on 1 January 2012; and

(ii)

(iii) the Unaudited Pro Forma Balance Sheet as at 31 December 2011 and 31 December 2012 would have been if the Offering, the acquisition of the Properties, the Third Party Master Leases, the bank borrowings, the Fee Arrangements, and the fair value change in investment properties had occurred on or were effective on 31 December 2011 and 31 December 2012 respectively. The Unaudited Pro Forma Financial Information of Soilbuild REIT is not necessarily indicative of the results of the operations or the financial position that would have been attained had the Offering, the acquisition of the Properties, the Third Party Master Leases, the bank borrowings, the Fee Arrangements and the fair value change in investment properties actually occurred in the relevant periods. The Unaudited Pro Forma Financial Information, because of its nature, may not give a true or accurate picture of Soilbuild REITs actual total returns or financial position. The following discussion and analysis of the financial condition and results of operations is based on and should be read in conjunction with the Unaudited Pro Forma Financial Information, and related notes thereto, which are included elsewhere in this Prospectus. (See Appendix B, Reporting Auditors Report of the Compilation of Unaudited Pro Forma Financial Information for further details.)

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OVERVIEW General Background Soilbuild REIT is a Singapore REIT established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real-estate related assets. The Managers key objective is to provide Unitholders with regular and stable distributions and long-term growth in DPU and NAV per unit, while maintaining an appropriate capital structure. The Properties As at the Listing Date, the initial property portfolio of Soilbuild REIT comprises two business park developments, namely Eightrium @ Changi Business Park and Solaris; and five industrial properties, namely Tuas Connection, West Park BizCentral, NK Ingredients, COS Printers and Beng Kuang Marine. A brief description of the Properties is set out below. Eightrium @ Changi Business Park : A distinctive business park development comprising an eight-storey east wing and a six-storey west wing interlinked by a five-storey atrium, located within Changi Business Park with facilities and amenities such as banks, clinics, food centres and convenience stores readily available. Solaris : An iconic state-of-the-art business park development comprising a nine-storey north tower and a 15-storey south tower, located within the Fusionopolis cluster featuring a plethora of green innovations such as a continuous spiral landscaped terrace winding up to the roof gardens, a green view corridor with central courtyards and incorporating a unique solar shaft and motorised roof glass panels to create a naturally ventilated day-lit grand atrium; Tuas Connection : An enclave of two-storey detached and semi-detached modern factory units with dedicated private compounds, located near key marine, oil & gas and other heavy industrial zones. West Park BizCentral : An award winning industrial development comprising a six-storey ramp-up factory and an 11-storey hi-tech facility, with road frontages from both Pioneer Road and Tanjong Kling, the main arterial roads within the Jurong industrial precinct. NK Ingredients : A property consisting of seven blocks of office, laboratory, warehouse and production facilities and associated structures, situated at prominent frontage at the intersection of Gul Lane, Pioneer Sector 1 and Pioneer Road. COS Printers : A three-storey factory cum warehouse building, located within Jurong Industrial Estate near the PSA Terminals (as defined herein), Jurong Port and Jurong Island. Beng Kuang Marine : A part three/part four-storey warehouse facility with an approved use of workers dormitory on part of the second, third and fourth floors, located along Tuas View Square off Tuas View Link.

The Properties have an aggregate GFA of 3,233,104 sq ft, NLA of 2,955,338 sq ft and a valuation of S$935.0 million (based on the higher of the two independent valuations by Colliers and CBRE).

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FACTORS AFFECTING SOILBUILD REITS RESULTS OF OPERATIONS The Properties are located in Singapore. Correspondingly, Soilbuild REITs business and results of operations depend on the performance of the Singapore economy. A decline in Singapores economy could adversely affect Soilbuild REITs results of operations and future growth. The performance of Soilbuild REIT may also be adversely affected by a number of real estate market conditions, such as the uncertainties and instability in global market conditions, the competitiveness of competing business space properties or an oversupply of business space properties or reduced demand for business space properties. Gross Revenue Soilbuild REITs Gross Revenue comprises: Gross Rental Income; and other operating income earned from the Properties, including car park revenue and other income attributable to the operation of the Properties.

Soilbuild REITs Gross Revenue is affected by a number of factors including: rental income for the Sponsor Properties; rental income from the Third Party Master Leased Properties; occupancy and renewal rates; and general macroeconomic and demand and supply trends affecting the real estate market, in particular, the business space real estate sector in Singapore.

Rental rates, occupancy and lease renewal rates are in turn affected by competition from other properties. (See Business and Properties Competition for further details. The following table sets out details of Soilbuild REITs pro forma Gross Revenue for FY2011 and FY2012. Year ended 31 December 2011 S$000 Gross Rental Income Other operating income Total Gross Revenue 38,382 1,140 39,522 Year ended 31 December 2012 S$000 53,147 1,760 54,907

% Change 38.5% 54.4% 38.9%

85

Gross Rental Income Gross Rental Income includes rental income and service charges. Rental income refers to the net rental income (after rent rebates and provisions for rent free periods) based on the contractual net rent payable under actual lease agreements. Service charge is the contribution paid by tenants to cover the operation and maintenance expenses of the Properties. Such operating and maintenance expenses include utility charges for electricity, water and gas, and building and property maintenance expenses, where applicable. Under the current lease agreements, any revision in the service charges is subject to notification in writing to the tenants. Other Operating Income Other operating income comprises mainly car park rental income, utilities and air-conditioning cost recovery, service income, interest from late payments of amounts owing from tenants (such as rental payments) and other income from Sponsor Properties. Property Operating Expenses Soilbuild REITs property operating expenses comprise mainly: JTC annual land rent; property tax; property management fees; lease management fees; and other operating expenses.

Soilbuild REITs property operating expenses are affected by a number of factors including, but not limited to the following: age and condition of the Properties; fee arrangements with the Property Manager; changes in the rate of inflation; changes in labour and material costs; changes in annual value of the properties which will have an impact on the property tax expenses; changes in charges such as utility tariffs; and number of properties in the portfolio.

Soilbuild REITs property operating expenses may not be affected to the same degree as its Gross Revenue by the general macroeconomic trends affecting the property market in Singapore (which may impact occupancy and rental rates) as a substantial portion of its property operating expenses are fixed expenses.

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The following table sets out details of Soilbuild REITs pro forma total property operating expenses for FY2011 and FY2012. Year ended 31 December 2011 (S$000) JTC annual land rent Property tax
(1)

Year ended 31 December 2012 (S$000) (5,153) (5,128) (1,098) (549) (7,253) (19,181) (2)

% Change 29.7% 68.2% 38.9% 38.9% 23.5% 36.2%

(3,973) (3,049) (790) (395) (5,871) (14,078) (2)

Property management fees Lease management fees Other operating expenses Property Operating Expenses
Notes: (1) (2)

West Park BizCentral obtained its TOP at the end of FY2011 and therefore no property tax was recorded in FY 2011. Property Tax of S$2.0 million was incurred in FY2012 as the occupancy progressively ramped up. Property Operating Expenses include Solaris operating expenses of S$8.3 million and S$8.5 million on an underlying basis for the years ended FY2011 and FY2012, respectively. As Solaris will be on a triple net master lease basis from the Listing Date, there will be no operating expenses incurred for the period of the Master Lease.

JTC Land Rent For FY2011 and FY2012, the JTC land rent of S$4.0 million and S$5.2 million is based on the actual underlying annual land rent for the Sponsor Properties. Annual land rents for COS Printers and Beng Kuang Marine are not applicable as the upfront land premium has already been paid by the vendors for the first lease term and the full lease term, respectively. Annual land rent is not applicable for NK Ingredients as the annual land rent will be borne by NIPL. After the Listing Date, Soilbuild REIT will continue to pay annual land rent only for Eightrium @ Changi Business Park and Tuas Connection. For Solaris, annual land rent will not be applicable because the Master Lessee will pay the annual land rent and for West Park BizCentral, an upfront land premium will be paid by the Vendor for the balance of the first lease term upon transfer of the Property to Soilbuild REIT. Property Tax For the Sponsor Properties, generally, the property tax was at 10.0% of the assessed annual value (as defined in the Income Tax Act, Chapter 134 of Singapore (the Income Tax Act )) for each of the Properties for FY2011 and FY2012. Property tax for the Third Party Master Leased Properties is not applicable as it was borne by the tenants based on the respective contracted lease agreements. Property Management Fees Under the Property Management Agreement (as defined herein), the Property Manager will receive from Soilbuild REIT, a fee of 2.0% per annum of the Gross Revenue of each property for the provision of property management services.

87

The Unaudited Pro Forma Financial Information has been prepared based on the actual expenses incurred for the Sponsor Properties which include the reimbursable costs. (See also Certain Agreements Relating to Soilbuild REIT and the Properties Property Management Agreement Fees Reimbursable Amounts.) For West Park BizCentral, the Unaudited Pro Forma Financial Information was based on the actual cost and not on the comprehensive operational and maintenance service arrangement, which is only applicable after the Listing Date. Lease Management Fees Under the Lease Management Agreement (as defined herein), the Manager will receive from Soilbuild REIT, a fee of 1.0% per annum of the Gross Revenue of each property located in Singapore for the provision of lease management services. Other Operating Expenses Other operating expenses comprise mainly the Marketing Services Commissions, car park expenses, insurance premium payable for coverage which includes fire accident, property damage, business interruption, and public liability (including personal injury), utilities such as gas and electricity and water charges for the common areas that are not charged directly to the tenants and general upkeeping costs such as fees for cleaning services, lift maintenance, water tanks, pumps and plumbing equipment maintenance, security camera and system maintenance, landscaping, repairs and renovation works. Trust Expenses Soilbuild REITs trust expenses comprise mainly: the Managers management fees; the Trustees fees; finance costs; and other trust expenses.

The following table sets out details of Soilbuild REITs pro forma trust expenses for FY2011 and FY2012: Year ended 31 December 2011 (S$000) Finance costs Managers management fees Trustees fees Other trust expenses Trust Expenses
Note: (1) Includes the payment of the Managers performance fee.
1

Year ended 31 December 2012 (S$000) (9,209) (5,481) (157) (710) (15,557)

% Change 196.6% 30.5%

(9,209) (1,848) (157) (710) (11,924)

88

Finance Costs Finance costs consist of net interest expense and amortisation of upfront debt financing costs. For the purpose of the Unaudited Pro Forma Statements of Total Return, it has been assumed that the interest rate is at a weighted average rate of approximately 3.28% per annum. Managers Management Fees For the purpose of the Unaudited Pro Forma Historical Statements of Total Return, it has been assumed that the Managers management fees will be charged in accordance to the terms set out in the Trust Deed. Under the Trust Deed, the Manager is entitled to receive the following remuneration: a Base Fee of 10.0% per annum of the Annual Distributable Income; and a Performance Fee of 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year.

The Performance Fee is payable if the DPU in any financial year exceeds the DPU in the preceding financial year, notwithstanding that the DPU in the financial year where the Performance Fee is payable may be less than the DPU in any preceding financial year. For the purpose of the Unaudited Pro Forma Statements of Total Return, it has been assumed that 100.0% of the management fees have been paid in the form of units. Trustees Fees For the purpose of the Unaudited Pro Forma Statements of Total Return, it has been assumed that the Trustees fees will be charged in accordance to terms set out in the Trust Deed. Under the Trust Deed, the Trustees fee shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST. The actual fee payable will be determined between the Manager and the Trustee from time to time, and is presently charged on a scaled basis of up to 0.02% per annum of the Deposited Property. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000. Other Trust Expenses Other expenses of Soilbuild REIT include recurring expenses such as annual listing fees, valuation fees, legal fees, registry and depository charges, accounting, audit and tax adviser fees, postage, printing and stationery costs, costs associated with the preparation of annual reports, investor communications costs and other miscellaneous expenses. Gross Revenue Trends Rental rates for the Sponsor Properties are generally fixed for the tenure of the leases and are subject to review upon renewal or extension of the leases.

89

For the purpose of the Unaudited Pro Forma Statements of Total Return, the Gross Revenue from the Third Party Master Leased Properties is assumed to remain unchanged with no annual rental escalation. The table below sets out the Gross Revenue derived from each of the Properties for FY2011 and FY2012. Year ended 31 December 2011 (S$000) Eightrium @ Changi Business Park Solaris Tuas Connection West Park BizCentral NK Ingredients COS Printers Beng Kuang Marine Total Gross Revenue
Note: (1) Not meaningful as West Park BizCentral received its TOP only on 29 December 2011.

Year ended 31 December 2012 (S$000) 7,702 20,300 9,410 10,859 4,680 894 1,062 54,907

% Change -4.2% 24.6% 10.6% n.m. (1) 38.9%

8,040 16,297 8,507 42 4,680 894 1,062 39,522

In general, Gross Revenue for the Sponsor Properties were higher for FY2012 compared to FY2011 due to new and renewal leases in FY2012. Gross Revenue for Eightrium @ Changi Business Park decreased from S$8.0 million for FY2011 to S$7.7 million for FY2012 mainly due to non-renewal of one of the leases that expired in FY2012. Occupancy Trends Average occupancy rate for the IPO Portfolio was 54% and 80% for FY2011 and FY2012 respectively. 1 The average occupancy rate for FY2011 was mainly due to low occupancy rates experienced by West Park BizCentral as it received its TOP on 29 December 2011. In general, the average occupancy rates for the Sponsor Properties were higher for FY2012 due to new and renewal leases in FY2012. The average occupancy rates for Eightrium @ Changi Business Park decreased from 95% for FY2011 to 88% for FY2012 due to non-renewal of one of the leases that expired in FY2012. The average occupancy rate for the Third Party Master Leased Properties was 100% for both FY2011 and FY2012 in view of the Third Party Master Leases entered into with the Third Party Master Lessees.

The underlying occupancy rate for Solaris is 94.9% as at 1 April 2013. As at 1 April 2013, the passing rent over the occupied space for Solaris was S$4.63 psf per month compared to its implied initial master lease gross rental of S$4.75 psf per month. The current market rent for Solaris is S$5.00 S$5.50 psf per month as provided by the Independent Market Research Consultant. As such, the Sponsor Master Lease does not artificially support the rental of Solaris as it has been negotiated on an arms length basis with an initial implied gross rental rate below current market rents.

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The table below sets out information on the average occupancy rates of the Properties for FY2011 and FY2012. Average occupancy is computed based on the average monthly Occupied NLA (as defined herein) over average NLA of the Properties for that period. Year ended 31 December 2011 Eightrium @ Changi Business Park Solaris Tuas Connection West Park BizCentral NK Ingredients COS Printers Beng Kuang Marine Average Occupancy COMPARISON OF FY2011 WITH FY2012 Gross Revenue Gross Revenue increased by S$15.4 million or 38.9% from S$39.5 million in FY2011 to S$54.9 million in FY2012. Gross Rental Income Gross Rental Income increased by S$14.7 million or 38.5% from S$38.4 million in FY2011 to S$53.1 million in FY2012. The increase was mainly attributable to the additional rental income received as a result of full year rental contribution from West Park BizCentral which received its TOP on 29 December 2011 and increase in rental income from Solaris due to increase in occupancy rates from 70% to 84% in FY2012. Other Operating Income Other operating income increased by S$0.7 million or 54.4% from S$1.1 million in FY2011 to S$1.8 million in FY2012. The increase was mainly attributable to higher car park revenue from West Park BizCentral which received its TOP on 29 December 2011 and higher other income (comprising air-conditioning cost recovery) from Eightrium @ Changi Business Park and West Park BizCentral. Property Operating Expenses Property operating expenses increased by S$5.1 million or 36.1% from S$14.1 million in FY2011 to S$19.2 million in FY2012. JTC Annual Land Rent JTC annual land rent increased by S$1.2 million or 29.7% from S$4.0 million in FY2011 to S$5.2 million in FY2012. The increase was mainly attributable to increase in payment of annual land rent to JTC for West Park BizCentral, which just received its TOP on 29 December 2011, from S$7,700 in FY2011 to S$1.0 million in FY2012. 91 95% 70% 93% 6% 100% 100% 100% 54% Year ended 31 December 2012 88% 84% 100% 59% 100% 100% 100% 80%

Property Tax Property tax increased by S$2.1 million or 68.2% from S$3.0 million in FY2011 to S$5.1 million in FY2012. The property tax was charged based on 10% of the assessed annual value (as defined in the Income Tax Act). Property Management Fees Property management fees increased by S$0.3 million or 38.9% from S$0.8 million in FY2011 to S$1.1 million in FY2012. As the property management fees are charged based on a percentage of the value of the Gross Revenue, the increase in property management fees is in line with the growth in Gross Revenue. Lease Management Fees Lease management fees increased by S$0.1 million or 38.9% from S$0.4 million in FY2011 to S$0.5 million in FY2012. As the lease management fees are charged based on a percentage of the value of the Gross Revenue, the increase in lease management fees is in line with the growth in Gross Revenue Other Operating Expenses Other operating expenses increased by S$1.4 million or 23.3% from S$5.9 million in FY2011 to S$7.3 million in FY2012. The increase was mainly attributable to the additional other operating expenses from West Park BizCentral which received its TOP on 29 December 2011. Net Property Income As a result of the above factors, Soilbuild REITs Net Property Income increased by S$10.3 million or 40.5% from S$25.4 million in FY2011 to S$35.7 million in FY2012. Trust Expenses Trust expenses increased by S$3.7 million or 30.7% from S$11.9 million in FY2011 to S$15.6 million in FY2012. The increase was mainly due to an increase in managers management fees of S$3.6 million. Finance Costs Finance costs remained stable at S$9.2 million in both FY2011 and FY2012. Managers Management Fees Managers management fees increased significantly by S$3.7 million or 196.6% from S$1.8 million in FY2011 to S$5.5 million in FY2012. The increase was mainly due to the absence of Performance Fee of S$2.6 million in FY2011 and increase in Base Fee arising mainly from the recognition of full year results of West Park BizCentral in FY2012. Trustees Fees The Trustees fees are charged based on a percentage of the value of the Deposited Property. Details of the calculation method of the Trustees fees can be found in the Trust Deed. For the purpose of the Unaudited Pro Forma Statements of Total Return, the value of the Deposited Property is based on the value as at the balance sheet date. Based on this calculation, the Trustees fees were stable at S$0.2 million in both FY2011 and FY2012. 92

Other Trust Expenses Other trust expenses remained stable at S$0.7 million in both FY2011 and FY2012. Net income before tax and fair value change Soilbuild REITs net income before tax and fair value change increased by S$6.6 million or 49.2% to S$20.2 million in FY2012 from S$13.5 million in FY2011. Fair value change in investment properties For FY2011, a fair value gain of S$29.7 million was recorded to reflect the discount in the purchase price of S$905.3 million from the valuation of S$935.0 million. Net income after tax As a result of the above factors, Soilbuild REITs net income decreased S$23.1 million or 53.4% to S$20.2 million in FY2012 from S$43.3 million in FY2011. LIQUIDITY AND CAPITAL RESOURCES The principal sources of funding for the original acquisition or development and any subsequent improvement works on the Properties have historically been from internally generated funds, unitholders loans and bank borrowings. Net cash from operations will be Soilbuild REITs primary source of liquidity for funding distributions, servicing of debt, payment of non-property expenses and other recurring capital expenditure. Taking into account cash plus committed undrawn facilities, the Manager is of the opinion that Soilbuild REITs working capital is sufficient for its present requirements. ACCOUNTING POLICIES See Appendix B Reporting Auditors Report on the Compilation of Unaudited Pro Forma Financial Information for a discussion of the principal accounting policies of Soilbuild REIT.

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PROFIT FORECAST AND PROFIT PROJECTION

Statements contained in the Profit Forecast and Profit Projection section that are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in this section of the Prospectus and are subject to certain risks and uncertainties which could cause actual results to differ materially from those forecast and projected. Under no circumstances 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 any of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners, the Sponsor or any other person, or that these results will be achieved or are likely to be achieved. (See Forward-looking Statements and Risk Factors for further details.) Investors in the Units are cautioned not to place undue reliance on these forward-looking statements which are made only as of the date of this Prospectus. None of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners or the Sponsor guarantees the performance of Soilbuild REIT, the repayment of capital or the payment of any distributions, or any particular return on the Units. The forecast and projected yields stated in the following table are calculated based on: the Offering Price; and the assumption that the Listing Date is 1 April 2013.

Such yields will vary accordingly if the Listing Date is not 1 April 2013, or for investors who purchase Units in the secondary market at a market price that differs from the Offering Price. Unitholders should note that in respect of the Forecast Period 2013, they will only be entitled to a pro rata share of distributions declared and paid from the period from the Listing Date to 31 December 2013. The following table shows Soilbuild REITs forecast and projected Statements of Total Return for the Forecast Period 2013 and the Projection Year 2014. The financial year end of Soilbuild REIT is 31 December. The Forecast and Projection may be different to the extent that the actual date of issuance of Units is other than 1 April 2013, being the assumed date of the issuance of Units for the Offering. The Forecast and Projection are based on the assumptions set out below and have been examined by the Reporting Auditors, being Ernst & Young LLP, and should be read together with the report Reporting Auditors Report on the Profit Forecast and Profit Projection set out in Appendix A, as well as the assumptions and the sensitivity analysis set out in this section of the Prospectus.

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Forecast and Projected Statements of Total Return The forecast and projected statements of total return are as follows: Forecast Period 2013 (Nine months from 1 April 2013 to 31 December 2013) Gross Rental Income Other operating income Gross Revenue Property operating expenses Net Property Income Finance costs(1) Managers management fees Trustees fees Other trust expenses Net income before tax and fair value change Fair value change in investment properties Net income before tax Income tax expense Net income after tax Non-tax deductible expenses(2) Income available for distribution to Unitholders (S$000) 47,743 772 48,515 (8,115) 40,400 (6,905) (3,538) (118) (532) 29,307 29,748 59,055 59,055 (23,675) 35,380(3) Forecast Period 2013 Based on the Offering Price 809,391 4.37 0.78 7.5%(4) Projection Year 2014 (Full year from 1 January 2014 to 31 December 2014) (S$000) 65,195 1,064 66,259 (11,050) 55,209 (9,205) (5,095) (157) (731) 40,021 40,021 40,021 8,510 48,531 Projection Year 2014 Based on the Offering Price 813,604 5.97 0.78 7.7%

Weighted average number of Units in issue (000) DPU (cents) Offering Price (S$) Distribution yield (%)
Notes: (1) (2)

Finance costs comprise net interest expense and amortisation of upfront debt financing costs. Non-tax deductible expenses comprise the Managers management fees, property management fees and lease management fees paid or payable in Units, the Trustees fees, amortisation of upfront debt financing costs and fair value change in investment properties. Unitholders will not be entitled to distributable income from 1 April 2013 to the day preceding the actual Listing Date. Annualised by extrapolating the Forecast Period 2013 figures for a year.

(3) (4)

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ASSUMPTIONS The Manager has prepared the Forecast and Projection on the following assumptions. The Manager considers these assumptions to be appropriate and reasonable as at the date of this Prospectus. However, investors should consider these assumptions as well as the Forecast and Projection and make their own assessment of the future performance of Soilbuild REIT. Gross Rental Income Gross Rental Income is derived from the: Solaris; Sponsor Multi-tenanted Properties; and Third Party Master Leased Properties.

The table below sets out a breakdown of contribution to Gross Rental Income by type: Forecast Period 2013 IPO Portfolio Solaris Sponsor Multi-tenanted Properties Third Party Master Leased Properties Total (S$000) 12,488 30,278 4,977 47,743 % 26.2% 63.4% 10.4% 100.0% Projection Year 2014 (S$000) 17,025 41,520 6,650 65,195 % 26.1% 63.7% 10.2% 100.0%

Solaris 26.2% and 26.1% of Gross Rental Income is derived from Solaris in the Forecast Period 2013 and Projection Year 2014, respectively. Soilbuild REIT will receive rental income from the Sponsor Master Lessee under the terms of the Sponsor Master Lease, which is structured on a triple net lease basis and is contracted for a lease terms of five years from the Listing Date. The rental income for Solaris is as follows: Forecast Period 2013 (S$000) 12,488 Projection Year 2014 (S$000) 17,025

(See Certain Agreements Relating to Soilbuild Business Space REIT and the Properties for further detail in respect of the rental income and agreed rental escalation.)

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Sponsor Multi-tenanted Properties The Sponsor Multi-tenanted Properties lease agreements are generally fixed for an average of three years to five years, which is consistent with the usual market practice in Singapore for business space. The Gross Rental Income for the Sponsor Multi-tenanted Properties refers to the net rental income (after rent rebates and provisions for rent free periods) and service charges. For the Forecast Period 2013 and the Projection Year 2014, the Manager has projected the Gross Rental Income for the Sponsor Multi-tenanted Properties to be S$30.3 million and S$41.5 million, respectively. The Managers forecast and projection of the net rental income is based on the contractual rents receivable under actual lease agreements, the Managers expectation of any changes on renewals or expiry of existing leases and the rental rates for new leases. Following the expiry of a committed lease during the period from 1 April 2013 to 31 December 2014, the Manager has forecast and projected the contractual net rent income for the period following such expiry by using (i) the actual rent committed (if the lease agreement or a legally binding letter of offer has been entered into) or (ii) the market rent (if there is no actual rent committed) for each portion of lettable area on expiry. The market rent is the rent which the Manager believes could be achieved on expiry (either a renewal or a new lease) and is estimated with reference to: the maximum rent payable by renewal leases; the rent payable pursuant to comparable leases that have been recently secured or negotiated; the availability and rental rates of competing space; the assumed tenant retention rates; the likely market conditions; the inflation levels; and the tenant demand levels.

The percentage of forecast and projected Gross Rental Income attributable to committed leases (including legally binding letters of offer which have been accepted) for the Sponsor Multitenanted Properties as at 1 April 2013, are estimated as follows: Forecast Period 2013 Gross Rental Income attributable to committed leases from Sponsor Multi-tenanted Properties Committed rental income as a percentage of Gross Rental Income for Sponsor Multi-tenanted Properties Projection Year 2014

29,814 98.5%

33,407 80.5%

Service charge is the contribution paid by tenants to cover the operation and maintenance expenses of the Sponsor Multi-tenanted Properties such as electricity, water and gas charges. The Manager has assumed that the service charge payable per sq ft of lettable space for any new lease or lease renewal will be the same as the amount payable under existing committed leases. No growth in service charge contributions has been assumed.

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Lease Renewals, Vacancy Allowances and Occupancy Rates The Manager has assumed that the Sponsor Multi-tenanted leases that are due for renewal will be renewed at the historical tenant retention rate during the Forecast Period 2013 and the Projection Year 2014. It has excluded tenants who have already indicated to the Manager their intention not to renew their existing leases. In such instances of non-renewal of existing leases, the Manager has taken into consideration the vacancy allowances of the Sponsor Multi-tenanted Properties and has assumed a weighted average vacancy allowance 1 of 2.0 months for Eightrium @ Changi Business Park, Tuas Connection and West Park BizCentral for the Forecast Period 2013 and Projection Year 2014, unless the actual vacancy periods are already known pursuant to commitments to lease which are in place as at 1 April 2013. The assumed vacancy allowance of 2.0 months for West Park BizCentral for the Forecast Period 2013 and Projection Year 2014 is based on the following: as at Listing Date, West Park BizCentral will have a committed occupancy of 100.0%; no leases are expiring in 2013; and only three leases comprising 5% of West Park BizCentrals total NLA are expiring in 2014 and the Manager is confident that the three leases will be renewed at the assumed underwritten rental rate. The Manager has also assumed no vacancy allowance for these renewals.

As at the Listing Date, the occupancy rate for the Sponsor Multi-tenanted Properties are 95.3%, 100.0% and 100.0% for Eightrium @ Changi Business Park, Tuas Connection and West Park BizCentral, respectively, and are forecast to be at similar occupancy levels for the Forecast Period 2013 and the Projection Year 2014. Third Party Master Leased Properties Soilbuild REIT will also receive rental income from the Third Party Master Lessees under the terms of the Third Party Master Leases. Apart from NK Ingredients, which is structured on a triple net lease basis, COS Printers and Beng Kuang Marine are both structured on a double net lease and are for contracted lease terms ranging from 7 years to 15 years. The Third Party Master Leased Properties account for 10.4% and 10.2% of Gross Rental Income in the Forecast Period 2013 and the Projection Year 2014. (See Certain Agreements Relating to Soilbuild Business Space REIT and the Properties for further detail in respect of the rental income and agreed rental escalations.) Other Operating Income Other operating income comprises mainly car park revenue, utilities and air-conditioning cost recovery and other income 2. In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager. For Forecast Period 2013 and Projection Year 2014, other operating income from the Sponsor Multi-tenanted Properties have been based on historical rates, expected rate increments and expected utilisation.
1

The weighted average vacancy allowance is computed based on the average vacancy allowance weighted over the NLA of the Properties for that period. Other income is mainly derived from the use of ancillary space, advertising and vending machine revenue.

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Property Operating Expenses Property operating expenses comprise JTC annual land rent (where applicable), property tax, property and lease management fees, marketing and commission expense as well as other related property expenses. For Solaris all applicable property operating expenses are to be borne by the Master Lessee. For the Third Party Master Leased Properties, property operating expenses excluding property management fees, lease management fees and reimbursable expenses payable to the Property Manager are to be borne by the respective Third Party Master Lessee. JTC Annual Land Rent For the Sponsor Multi-tenanted Properties (except for West Park BizCentral where the annual land rent has been paid upfront), Soilbuild REIT is required to pay annual land rents to JTC. The annual land rents for the Forecast Period 2013 are assumed to be based on the actual annual land rents paid or payable to JTC based on billings received up to 31 March 2013 and at the revised posted land rent for the Projection Year 2014 based on the Managers knowledge of the historical trend of annual land rent increases and the revised JTC annual posted land rents on assignment of the land lease. Annual land rents for the Master Leased Properties are not applicable as the upfront land premium has either already been paid by the Vendors or borne by the tenants based on the respective contracted lease agreements. Property Tax For the Sponsor Multi-tenanted Properties, it has been assumed that property tax will be at 10.0% of the Gross Rentals for each of the properties for the Forecast Period 2013 and Projection Year 2014. It has also been assumed that no vacancy refund will be given by the tax authorities during those periods. Property tax for the Master Leased Properties is not applicable as it will be borne by the tenants based on the respective contracted lease agreements. Marketing Services Commissions for New Leases The Property Manager is entitled to certain commissions for securing new tenancies pursuant to marketing services rendered. For the purposes of the Forecast and Projection, it has been assumed that any new tenancies secured are for terms of three years and the Property Manager is paid one months gross rent inclusive of service charge for securing such tenancies. Other Operating Expenses Other operating expenses primarily consist of utilities and building maintenance costs as well as building and public liability insurance relating to the Sponsor Multi-tenanted Properties. In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral from Soilbuild REIT.

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Property Management Fee Under the Property Management Agreement, the Property Manager will receive from Soilbuild REIT, a fee of 2.0% per annum of the Gross Revenue of each property for the provision of property management services. For as long as Solaris is leased back to the Sponsor and/or its relevant subsidiary under a master lease arrangement, no property management fee will be payable in relation to Solaris. Accordingly for the Forecast Period 2013 and Projection Year 2014, no property management fee would be payable in relation to Solaris. For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to pay 100.0% of the property management fee in the form of Units. In addition to its fees, the Property Manager will be fully reimbursed for certain costs. Reimbursable amounts in Forecast 2013 and Projected 2014 are S$120,500 and S$166,800 respectively in relation to Eightrium @ Changi Business Park and Tuas Connection have been provided in the Forecast to cover site staff, advertising and customer care. (See also Certain Agreements Relating to Soilbuild REIT and the Properties Property Management Agreement Fees Reimbursable Amounts.) Lease Management Fee Under the terms of the Lease Management Agreement, the Manager will receive from Soilbuild REIT, a fee of 1.0% per annum of the Gross Revenue of each property located in Singapore for the provision of lease management services. In addition, the Manager is entitled to Lease Renewal Commissions ranging from 0.5 to 1.5 month of the secured gross rent (inclusive of service charge), for securing renewal of tenancies of at least six months. For the purposes of the Forecast and Projection, it has been assumed that any lease renewals is for a period of three years and the Manager is paid 0.5 months gross rent inclusive of service charge for securing such renewals. For as long as Solaris is leased back to the Sponsor and/or its relevant subsidiary under a master lease arrangement, no lease management fee will be payable in relation to Solaris. Accordingly for the Forecast Period 2013 and Projection Year 2014, no lease management fees will be payable in relation to Solaris. For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of the lease management fees in the form of Units. Finance Costs Finance costs consist of net interest expense and amortisation of upfront debt financing costs. Soilbuild REIT has put in place S$285.0 million of debt facilities with staggered loan maturities of two, three and four year terms. The amount drawn down at Listing Date will be S$280.0 million. The Manager has assumed the average interest rate for the Forecast Period 2013 and the Projection Year 2014 will be approximately 3.28% per annum, including the upfront debt establishment costs. An upfront debt establishment fee incurred in relation to the New Debt Facility is assumed to be amortised over the term of the New Debt Facility and has been included as part of the borrowing costs. The Manager intends to put in place interest rate swaps that would effectively fix the interest rates between 75.0% and 100.0% of the TLF for periods of two to four years to match the underlying debt. (See Capitalisation Indebtedness and Strategy Key Strategies Capital and Risk Management Strategy for further details.) 100

Managers Management Fees Pursuant to the Trust Deed, the Manager is entitled to a Base Fee of 10.0% per annum of the Annual Distributable Income and a Performance Fee of 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year. The Performance Fee is payable if the DPU in any financial year exceeds the DPU in the preceding financial year, notwithstanding that the DPU in such financial year may be less than the DPU in any preceding financial year. No Performance Fee is payable for the Forecast Period 2013. For Projection Year 2014, the calculation of the Performance Fee is determined using the difference between the projected DPU in Projection Year 2014 and the annualised forecasted DPU in Forecast Period 2013. The Manager has agreed to receive 100.0% of its management fees in the form of Units for the period from the Listing Date to the end of the Forecast Period 2013 and for the Projection Year 2014. The portion of management fees payable in the form of Units shall be payable quarterly in arrears and the portion of management fees payable in cash shall be payable quarterly in arrears. Where the management fees are payable in Units, the Manager has assumed that such Units are issued at the Offering Price. (See The Manager and Corporate Governance Managers Fees for further details.) Trustees Fee The Trustees fee shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The actual fee payable will be determined between the Manager and the Trustee from time to time, and is presently charged on a scaled basis of up to 0.02% per annum of the Deposited Property. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000. (See The Formation and Structure of Soilbuild Business Space REIT The Trustee for further details.) Other Trust Expenses Other expenses of Soilbuild REIT include recurring trust expenses such as annual listing fees, valuation fees, legal fees, registry and depository charges, accounting, audit and tax adviser fees, postage, printing and stationery costs, costs associated with the preparation of annual reports, investor communications costs and other miscellaneous expenses. In assessing these amounts, the Manager has considered factors likely to influence the level of these fees, charges and costs including the Managers estimates of Soilbuild REITs market capitalisation, gross assets, number of Unitholders, property values and rate of inflation.

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Properties Based on the higher of the two independent valuations by Colliers and CBRE, the aggregate value of the Properties was S$935.0 million. For the purposes of the Forecast and Projection, the Manager has assumed that there is no change in the valuation of the Properties. Any subsequent revaluation of the Properties will not affect the forecast and projected DPU for the Forecast Period 2013 and Projection Year 2014 as Soilbuild REITs distributions are based on Specified Taxable Income, which excludes gains or losses upon revaluation of the Properties. Capital Expenditure According to building audits commissioned prior to the Latest Practicable Date, the Manager expects minimal capital expenditure for the Forecast Period 2013 and Projection Year 2014 as the Properties are relatively new. The Vendors undertake to rectify any material defects found during such building audits of the Properties. Accounting Standards Significant accounting policies adopted by the Manager in the preparation of the Forecast and Projection are set out in Appendix B Reporting Auditors Report of the Compilation of Unaudited Pro Forma Financial Information. The Manager has assumed that there is no change in applicable accounting standards or other financial reporting requirements that may have a material effect on the forecast or projected net investment income during the Forecast Period 2013 and the Projection Year 2014. Other Assumptions The Manager has made the following additional assumptions in preparing the Forecast and Projection: that the initial IPO Portfolio of Soilbuild REIT remains unchanged for the Forecast Period 2013 and Projection Year 2014; that no further capital will be raised for Soilbuild REIT during the Forecast Period 2013 and the Projection Year 2014; the security provided in the form of cash or bankers guarantee is sufficient to cover any bad debts that may arise during the Forecast Period 2013 and the Projection Year 2014, and that no allowance for doubtful receivables is required; the New Debt Facility is available for the Forecast Period 2013 and the Projection Year 2014; all the Master Lease Agreements in relation to the Master Leased Properties are enforceable and will be performed in accordance with their terms during the Forecast Period 2013 and the Projection Year 2014; all leases in relation to the Sponsor Multi-tenanted Properties are enforceable and will be performed in accordance with their terms during the Forecast Period 2013 and the Projection Year 2014; there will be no changes in the applicable tax legislation for the Forecast Period 2013 and the Projection Year 2014;

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the Tax Approval remains in force for the Forecast Period 2013 and the Projection Year 2014; that 100.0% of Soilbuild REITs Annual Distributable Income for the Forecast Period 2013 and the Projection Year 2014 is distributed; that there will be no pre-termination of any committed leases as at the Listing Date; that there will be no Development Projects undertaken for the Forecast Period 2013 and the Projection Year 2014; and there will be no change in property valuation of the Properties.

SENSITIVITY ANALYSIS The forecast and projected distributions included in this Prospectus are based on a number of assumptions that have been outlined above. The forecast and projected distributions are also subject to a number of risks as set out in Risk Factors. Investors should be aware that future events cannot be predicted with any certainty and deviations from the figures forecast or projected in this Prospectus are to be expected. To assist investors in assessing the impact of these assumptions on the profit forecast and profit projection, a series of tables demonstrating the sensitivity of the DPU to changes in the principal assumptions are set out as follows. The sensitivity analyses are intended only as a guide. Variations in actual performance could exceed the ranges shown. Movements in other variables may offset or compound the effect of a change in any variable beyond the extent shown. Gross Revenue Changes in the Gross Revenue on the Sponsor Multi-tenanted Properties will impact the Net Property Income of Soilbuild REIT and, consequently, the DPU. The assumptions for Gross Revenue have been set out earlier in this section. The effect of variations in Gross Revenue of the Sponsor Multi-tenanted Properties on the DPU yield is set out below. DPU yield pursuant to changes in Gross Revenue Forecast Period 2013 (1 April 2013 to 31 December 2013) (based on the Offering Price) 5.0% above base case Base case 5.0% below base case Property Expenses Changes in property expenses will impact the Net Property Income of Soilbuild REIT and, consequently, the DPU. The assumptions for Property Expenses have been set out earlier in this section. 103 8.0% 7.5% 7.0% Projection Year 2014 (1 January 2014 to 1 December 2014) (based on the Offering Price) 8.2% 7.7% 7.1%

The effect of variations in Property Expenses on the DPU yield is set out below. DPU yield pursuant to changes in Property Expenses Forecast Period 2013 (1 April 2013 to 31 December 2013) (based on the Offering Price) 5.0% above base case Base case 5.0% below base case Borrowing Costs Changes in borrowing costs will impact the net income of Soilbuild REIT and, consequently, the DPU. The assumptions for Borrowing Costs have been set out earlier in this section. The effect of variations in Borrowing Costs on the DPU yield is set out below. DPU yield pursuant to changes in Borrowing Costs Forecast Period 2013 (1 April 2013 to 31 December 2013) (based on the Offering Price) 50 basis points above base case Base case 50 basis points below base case Managers Management Fees Payable in Units The Manager has elected, for the Forecast Period 2013 and the Projection Year 2014, that 100.0% of the Managers management fees will be paid in Units. The Manager has assumed that such Units are issued at the Offering Price. 7.3% 7.5% 7.7% Projection Year 2014 (1 January 2014 to 1 December 2014) (based on the Offering Price) 7.4% 7.7% 7.9% 7.4% 7.5% 7.6% Projection Year 2014 (1 January 2014 to 1 December 2014) (based on the Offering Price) 7.6% 7.7% 7.7%

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The effect of variations in the level of portion of the Managers management fees payable on the DPU yield is set out below. DPU yield pursuant to changes in Managers Management Fees Forecast Period 2013 (1 April 2013 to 31 December 2013) (based on the Offering Price) 100.0% of management fees payable in cash 50.0% of management fees payable in cash Base case 6.8% 7.1% 7.5% Projection Year 2014 (1 January 2014 to 1 December 2014) (based on the Offering Price) 6.9% 7.3% 7.7%

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STRATEGY
INVESTMENT STRATEGY Soilbuild REIT is a Singapore REIT established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. Under the Listing Manual, the investment strategy of Soilbuild REIT must be adhered to for at least three years following the Listing Date, unless otherwise approved by Unitholders by way of an Extraordinary Resolution. For the purposes of this Prospectus, the term business space refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities. KEY OBJECTIVE The Managers key objectives are to provide Unitholders with regular and stable distributions and long-term growth in DPU and NAV per Unit, while maintaining an appropriate capital structure. KEY STRATEGIES The Manager plans to achieve its objective through the following strategies: Active asset management strategy The Manager will strive to build long-lasting relationships with the Master Lessees, the underlying tenants and the Trusts tenants and will work closely with the Property Manager, to implement pro-active policies and measures to enhance and improve the Properties operational performance, thereby increasing the yields and mitigating re-leasing risks of the Properties. In particular, focus will be on regular engagement with tenants, achieving early renewal commitments, effective marketing of vacant units and carrying out asset enhancement projects. Acquisition growth strategy The Manager will source for and pursue acquisition opportunities of quality income-producing business space properties that provide attractive cash flows and yields to enhance returns to Unitholders and potential for future income and capital growth. Capital and risk management strategy The Manager will employ an appropriate mix of debt and equity in financing acquisitions, Development Projects and asset enhancements, secure diversified funding sources through both capital markets and financial institutions, utilise interest rate hedging strategies to reduce market volatility exposure where appropriate and minimise its weighted average cost of capital while maintaining a strong and robust balance sheet. Development strategy Within the limits of the Property Funds Appendix 1, the Manager will selectively undertake development activities, including, but not limited to, built-to-suit developments, which have the potential to enhance the value of Soilbuild REITs portfolio. In carrying out development activities, the Manager will consider, among other things,
Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

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construction and leasing risks as well as overall benefits to Unitholders. The Manager will leverage on the capability and successful track record of the Sponsor in carrying out its development activities. Divestment Strategy The Manager may consider the divestment of non-performing assets to free up or recycle capital for re-deployment towards higher yield growth opportunities as and when appropriate.

Active Asset Management Strategy The Manager intends to meet its objective of increasing the yields of the Properties and maximising returns from Soilbuild REITs property portfolio by continually enhancing and improving the propertys operational performance and attractiveness through the following strategies: Improving rentals while maintaining high occupancy rates The Manager intends to work closely with the Property Manager to improve rentals while maintaining high occupancy rates through: identifying and restructuring leases and Master Leases that are about to expire with passing rents which are below market levels; advancing renewal negotiations with tenants and Master Lessees prior to lease expiry; actively monitoring rental arrears to minimise defaults by tenants and other aspects of tenant performance; incorporating contractual periodic rental step-up provisions in the Master Leases and the selected tenancy agreements to provide an additional source of organic growth; searching for new tenants, and in the case of the Master Leased Properties, working with the Master Lessees to attract new sub-tenants, from sectors currently under-represented in the properties to pursue an optimal tenant mix; actively marketing current and impending vacancies to minimise void periods; monitoring and assessing spaces which remain vacant for long periods and working with the Property Manager and Master Lessees to redevelop/conduct asset enhancement works to respectively suit prospective tenants and sub-tenants needs and thereby improving the marketability of such spaces; selective asset enhancement works to increase the GFA for assets with under-utilised plot ratios to increase rental income; exploring with the Property Manager and the Master Lessees expansion needs of existing tenants and sub-tenants, respectively; and working with the Property Manager and the Master Lessees to initiate the respective tenant and sub-tenant retention programs to further strengthen tenant and sub-tenant relationships in an effort to maintain high tenant and sub-tenant retention, minimise vacancies as well as minimise costs associated with securing new tenants and sub-tenants.

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Delivering high quality services to tenants and sub-tenants The Manager will endeavour to work with the Property Manager, tenants and the Master Lessees to provide high quality services to tenants and sub-tenants, respectively through: providing high quality asset management services to maintain high retention rates; facilitating relocation or expansion of tenants and sub-tenants according to their operational requirements; reviewing facility management services on an on-going basis to ensure service standards are met; and improving responsiveness to tenants and sub-tenants feedback and enquiries.

Leveraging on the Sponsors relationships with existing and prospective tenants and sub-tenants The Manager intends to leverage on existing relationships with tenants and sub-tenants within the Sponsors network to create new leasing opportunities and provide real estate solutions for tenants and sub-tenants, to satisfy the objectives of both Soilbuild REIT and prospective tenants and sub-tenants. Implementing asset enhancements The Managers plans for asset enhancement initiatives to provide an additional source of organic growth to improve DPU growth include: improving exterior signage, lighting, restroom facilities and other aesthetic aspects of the IPO Portfolio; reconfiguring/redeveloping space that is difficult to lease in order to improve leasing potential where there is a demand for such space by existing or new tenants; improving surrounding infrastructure, car park and other amenities; and increasing leasable area by optimising or maximising any under-utilised plot-ratio.

The Manager will undertake asset enhancement initiatives subject to the improvements satisfying projected levels of feasibility and profitability. Diversify tenant and sub-tenant base across different trade sectors The Manager (together with the Property Manager and Master Lessees) intends to diversify the tenant and sub-tenant base through the following: monitoring the exposure of total rental income to any one trade sector; improving the diversity of the tenant and sub-tenant base so as to not overly expose revenue to certain trade sectors more susceptible to general economic cycles in order to achieve more consistent cash flows; and working closely with the respective Master Lessee whenever a new sub-tenant is being considered and provide feedback on potential concentration risk or other exposure as the case may be. 108

Rationalise operating costs The Manager intends to rationalise operating costs through the following: working closely with the Property Manager, tenants and Master Lessees to manage and reduce the property operating expenses (without reducing the quality of maintenance); and exploiting the economies of scale associated with operating a portfolio of properties by, for example, bulk purchasing of supplies and cross implementation of successful cost-saving programmes.

Acquisition Growth Strategy The Manager will source for and pursue acquisition opportunities of quality income-producing business space properties that provide attractive cash flows and yields to enhance returns to Unitholders and potential for future income and capital growth. The Sponsors expertise, experience and knowledge of the business space market The Manager believes that it will be able to leverage on the Sponsors network, expertise, experience and knowledge of the business space market in Singapore when sourcing for acquisition opportunities. Right of First Refusal To demonstrate its support for the growth of Soilbuild REIT, the Sponsor has granted a ROFR to Soilbuild REIT, subject to certain conditions, which provides Soilbuild REIT with access to future acquisition opportunities of the Sponsors and its existing and future subsidiaries incomeproducing properties located in Singapore which are primarily used for business space purposes. Acquisition opportunities The relatively smaller purchase consideration required to acquire business space properties, compared to other types of real estate properties, together with the fragmented ownership of business space assets in Singapore present Soilbuild REIT with greater acquisition opportunities. Investment criteria In evaluating acquisition opportunities for Soilbuild REIT, the Manager will focus primarily on the following investment criteria: Impact on distributions The Manager will focus on properties with income yields above its weighted average cost of capital, and sustainable long term growth prospects. Location The Manager will focus on properties which are located in close proximity to, and have convenient access to, major expressways and roads and established business space precincts. Lease expiry profile The Manager will focus on properties with longer leases to extend the weighted average lease expiry of the IPO Portfolio and/or provide diversification to the lease expiry profile to minimise exposure to lease expiry in any one year.

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Asset enhancement potential The Manager will focus on properties where there is potential to add value to the properties through selective capital expenditure and/or other asset enhancement initiatives, such as infrastructure enhancements and increment of NLA (if the maximum allowable plot area has not been fully utilised). Building and facilities specification The Manager will focus on properties with quality specifications with due consideration for age and quality of maintenance. These specifications will depend on the type of property and may change over time due to market developments and tenant and sub-tenant demands. Such specifications may include, but are not limited to, adequate floor load capacity, sufficient clear usable ceiling heights, regular floor plates and adequate power provision. The Manager will perform and rely on proper due diligence reports submitted by independent experts relating to structural soundness of the building, maintenance, repairs and capital expenditure requirements and encroachment of site boundaries. Tenant composition The Manager will focus on properties which have (i) tenants with good credit quality particularly for master lease/purpose built properties, (ii) diverse sector mix for multi-tenanted properties and (iii) established and reputable tenants. Land lease maturity The Manager will focus on properties with longer underlying land lease tenure to extend the underlying land lease maturity profile of its property portfolio. Security Deposits To further enhance tenant credit quality, the Manager will seek to obtain appropriate security deposits which are commensurate with the credit worthiness of the tenants and the proposed tenure of the leases.

Capital and Risk Management Strategy Objectives of Capital Management Strategy The Manager will endeavour to: maintain a robust balance sheet; employ an optimal mix of debt and equity in financing acquisitions and Development Projects; diversify its funding sources through both financial institutions and capital markets; optimise Soilbuild REITs capital structure and cost of capital within the borrowing limits; and adopt appropriate interest rates hedging strategies to minimise exposure to market volatility.

Debt Strategy As and when appropriate, the Manager may consider diversifying its sources of debt financing in the future by way of accessing the public debt capital markets through the issuance of investment grade bonds to further enhance its cost of capital and debt maturity profile of Soilbuild REIT. The Manager intends to adopt an active interest rate management policy to manage the risks associated with changes in interest rates on the facilities while also seeking to ensure that Soilbuild REITs on-going cost of debt capital remains competitive. The Manager intends to maintain a prudent level of borrowings while maximising returns for Unitholders.

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As at the Listing Date, Soilbuild REIT is expected to have borrowings of S$280.0 million with an Aggregate Leverage of 29.9%. (See Capitalisation Indebtedness for further details.) Equity Strategy The Manager will, in the future, consider other opportunities to raise additional equity capital for Soilbuild REIT through the issue of new Units, provided that Soilbuild REIT has an appropriate use for such proceeds. DEVELOPMENT STRATEGY The Manager intends to tap on the Sponsors relevant experience and expertise when undertaking development activities. Soilbuild REIT will undertake developments on a selective basis to ensure they are value enhancing to the existing portfolio and such development will be within the limit imposed by the Property Funds Appendix 1. For example, the Manager believes that development activities such as built-to-suit developments could be undertaken to cater to a prospective tenants operational requirements and specifications. Such developments are significantly less risky given the tenant pre-commitment upfront and because such developments are typically subject to long term master leases enabling Soilbuild REIT to extend its lease expiry profile. In carrying out development activities, the Manager will consider, among other things, development and construction and leasing risks as well as the overall benefits to Unitholders. The Manager will leverage on the capability and successful track record of the Sponsor in carrying out its development activities. Divestment Strategy The intention is to hold assets on a long-term basis. However, consideration will be given to divesting non-performing assets to free up or recycle capital for re-deployment towards higher yielding growth opportunities as and when appropriate.

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

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BUSINESS AND PROPERTIES

Unless otherwise specified, all information relating to the Properties in the Prospectus are as at 30 June 2013, with the independent valuations of the Properties by Colliers and CBRE as at 30 April 2013. Soilbuild REIT is a Singapore REIT established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. For the purposes of this Prospectus, the term business space refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities. The IPO Portfolio of Soilbuild REIT comprises two business park properties which make up 43.2% of the IPO Portfolio based on the higher of the two independent valuations of the IPO Portfolio and five industrial properties which make up 56.8% of the total IPO Portfolio 1 based on the higher of the two independent valuations of the IPO Portfolio, strategically located across Singapore, with an aggregate GFA of 3,233,104 sq ft and NLA of 2,955,338 sq ft as at 30 June 2013. The total purchase price of the IPO Portfolio is S$905.3 million. The IPO Portfolio consists of Eightrium @ Changi Business Park, Solaris, Tuas Connection, West Park BizCentral, NK Ingredients, COS Printers and Beng Kuang Marine. A brief description of the Properties is set out below. Eightrium @ Changi Business Park A distinctive business park development comprising an eight-storey east wing and a six-storey west wing interlinked by a five-storey atrium, located within Changi Business Park with facilities and amenities such as banks, clinics, food centres and convenience stores readily available. Solaris An iconic state-of-the-art business park development comprising a nine-storey north tower and a 15-storey south tower, located within the Fusionopolis cluster featuring a plethora of green innovations such as a continuous spiral landscaped terrace winding up to the roof gardens, a green view corridor with central courtyards and incorporating a unique solar shaft and motorised roof glass panels to create a naturally ventilated day-lit grand atrium. Tuas Connection An enclave of two-storey detached and semi-detached modern factory units with dedicated private compounds, located near key marine, oil & gas and other heavy industrial zones. West Park BizCentral An award winning industrial development comprising a six-storey ramp-up factory and an 11-storey hi-tech facility, with road frontages from both Pioneer Road and Tanjong Kling, the main arterial roads within the Jurong industrial precinct. NK Ingredients A property consisting of seven blocks of office, laboratory, warehouse and production facilities and associated structures, situated at prominent frontage at the intersection of Gul Lane, Pioneer Sector 1 and Pioneer Road.
Based on NLA, the proportion of business park assets is 20.9% and the proportion of industrial properties is 79.1%.

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COS Printers A three-storey factory cum warehouse building, located within Jurong Industrial Estate near the PSA Terminals, Jurong Port and Jurong Island. Beng Kuang Marine A part three/part four-storey warehouse facility with an approved use of workers dormitory on part of the second, third and fourth floors, located along Tuas View Square off Tuas View Link.

CERTAIN INFORMATION ON THE PROPERTIES Location The map below sets out the location of the Properties across Singapore.

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Valuation and Purchase Price The valuations and purchase price of each Property are set out in the table below.
Property Colliers Valuation(1) (S$ million) CBRE (1) Valuation (S$ million) Higher of two Independent Valuations (S$ million) 101.0 303.0 125.0 319.0 61.0 11.0 15.0 935.0 % of IPO Portfolio based on the Higher of two Valuation 10.8% 32.4% 13.4% 34.1% 6.5% 1.2% 1.6% 100.0% Purchase Price (S$ million) % of IPO Portfolio based on Purchase Price 10.1% 32.4% 13.6% 34.6% 6.6% 1.1% 1.6% 100.0%

Eightrium @ Changi Business Park Solaris Tuas Connection West Park BizCentral NK Ingredients COS Printers Beng Kuang Marine Total Note: (1)

101.0 300.0 125.0 319.0 61.0 11.0 15.0 932.0

95.0 303.0 125.0 303.0 60.0 10.8 14.5 911.3

91.4 293.4 122.7 313.0 60.0 10.3 14.5 905.3

Valuations account for annual land rent being payable based on the prevailing posted annual land rents on the Properties subjected to JTC land leases (with the exception of West Park BizCentral, COS Printers and Beng Kuang Marine where the land premium has been paid upfront). The following table sets out whether the valuation of the property takes into account annual land rent is payable or upfront land premium is payable. Property Eightrium @ Changi Business Park Solaris Tuas Connection West Park BizCentral NK Ingredients COS Printers
(B) (A)

Annual land rent

(C)

Upfront land premium

(A)

Beng Kuang Marine Notes: (A)

In relation to West Park BizCentral and COS Printers the land premium has been paid upfront for the first term of the land lease, or until 31 July 2038 and 31 July 2023 respectively, and for the second term of the land lease, the valuation takes into account that the properties are subject to payment of an upfront land premium at the commencement of the second term. NK Ingredients is subject to the prevailing JTC posted annual land rent as its binding Sale and Purchase Agreement (as defined herein) was executed on 27 December 2012 and as its assignment application was issued to JTC prior to the implementation of the upfront land premium policy on 1 January 2013. Land premium on Beng Kuang Marine has been paid upfront for the entire term or until 29 October 2056.

(B)

(C)

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The yield on Solaris is comparatively lower than the Third Party Master Leased Properties for the following reasons: Solaris is an iconic state-of-the-art BCA greenmark platinum-rated business park development located within Fusionopolis. Such trophy assets command a significant valuation premium and lower yield, compared to industrial properties. The initial yield of 5.6% therefore reflects its building specifications and features; Solaris has a longer unexpired land lease term of 55 years compared to Third Party Master Leased Properties, which ranges from 29 to 43 years; and Solaris is more modern and is less than three years in age, compared to the Third Party Master Leased Properties which average around 14 years of age.

As Solaris was completed in October 2010 and most leases are still in their first lease cycle, the Net Property Income on an underlying basis is lower than under a master lease arrangement although the underlying Net Property Income is expected to increase over time as rentals revert to market on new and renewed leases given 80.0% of the total leases by occupied NLA are due to expire within the five year master lease period. The Sponsor Master Leases initial implied gross rental rate for Solaris has been agreed with the Sponsor at a rate of S$4.75 psf per month, which is below the current market rental range of S$5.00 S$5.50 psf per month as provided by the Independent Market Research Consultant. The implied gross rental rate of S$4.75 psf per month for Solaris was agreed on an arms length basis with the Sponsor to ensure that Solaris passing rents, and correspondingly, Soilbuild REITs income distribution would not see a material drop on expiry of the Sponsor Master Lease as Solariss implied gross rental rate (after accounting for the annual escalation of 3.0% per annum) is expected to grow to S$5.42 psf per month in five years which is within current market rental range of S$5.00 S$5.50 psf per month based on the Independent Market Research Consultant. The terms of the Sponsor Master Lease were agreed on an arms-length basis considering the long lease term of five years, the lease being structured on a triple net basis which removes all risks on operating costs including the requirement to pay annual land rent and the built-in rental escalations. All new leases signed (on vacant and expired units) after the five year master lease term will subsequently be based on the prevailing market rental rates. Top 10 Tenants The table below sets out the top 10 tenants of the IPO Portfolio by percentage of Gross Rental Income (for the month of June 2013). No. Tenant Property Tenant Trade Sector % of Gross Rental Income 23.9% 7.6% 5.9%

1 2 3

SB (Solaris) Investment Pte. Ltd. (1)(2) NIPL DB Schenker

Solaris NK Ingredients West Park BizCentral

Real Estate Chemicals Supply Chain Management, 3rd Party Logistics, Freight Forwarding

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No.

Tenant

Property

Tenant Trade Sector

% of Gross Rental Income 4.5%

Nestle Singapore (Pte) Ltd

Eightrium @ Changi Business Park Eightrium @ Changi Business Park West Park BizCentral West Park BizCentral Tuas Connection Beng Kuang Marine Eightrium @ Changi Business Park

Food Products & Beverages Financial

Barclays Technology Centre Singapore Limited SB Storage Pte. Ltd. (3) Dyson Operations Pte Ltd

2.5%

6 7

Others Precision Engineering, Electrical and Machinery products Marine Offshore, Oil & Gas Marine Offshore, Oil & Gas Education & Social Services

2.4% 2.1%

8 9 10

Flowserve Pte Ltd PICCO Enterprise Pte Ltd Knowledge Universe Singapore Pte. Ltd.

1.8% 1.7% 1.6%

Top 10 Tenants Other Tenants

Notes: (1) (2) (3) Based on the master lease arrangement for Solaris. SB (Solaris) Investment Pte. Ltd. is a wholly owned subsidiary of the Sponsor. SB Storage Pte. Ltd. is a wholly owned subsidiary of the Sponsor.

54.0% 46.0%

Lease Expiry Profile Analysis The following table sets out the expiry profile of the IPO Portfolio (for the month of June 2013) by percentage of total Gross Rental Income and by percentage of Occupied NLA as at 30 June 2013. 1
50.0% 45.0% 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 2013 2014 2015 2016
by Gross Rental Income
2.2% 3.1% 15.8% 14.4% 11.9% 9.5% 33.2% 28.5% 44.5% 36.9%

>2016

by Occupied NLA

Based on the master lease arrangement for Solaris.

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Trade Sector Analysis The table below provides a breakdown of the different trade sectors by percentage of Occupied NLA and the number of tenants/sub-tenants for the IPO Portfolio as at 30 June 2013. No. Trade Sector % of Occupied NLA (1) 16.4% 16.2% 12.4% 11.8% 8.6% 7.2% 4.6% 4.6% 4.5% 3.6% 2.6% 2.3% 1.9% 1.2% 1.1% 1.0% 100.0% No of tenants/ sub-tenants (1) 17 17 8 3 11 9 7 4 3 5 7 1 3 3 4 1 103

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Marine Offshore, Oil & Gas Precision Engineering, Electrical and Machinery products Supply Chain Management, 3rd Party Logistics, Freight Forwarding Chemicals Others
(2)

Fabricated Metal Products Electronics Publishing, Printing & Reproduction of Recorded Media Construction Information Technology Food Products & Beverages Government Agency Pharmaceutical & Biological Telecommunication & Datacentre Education & Social Services Financial Total

Notes: (1) (2) The information in this table is based on the Managers estimate as at 30 June 2013 and has not been either independently verified or confirmed by the sub-tenants. Others category includes sectors such as retail, testing and validation, packaging and trading who operate outside Soilbuild REITs specific trade sectors classification.

Tenant/sub-tenant Type Analysis The following table set out the information about the type of tenants/sub-tenants represented in the IPO Portfolio as at 30 June 2013 by percentage of Occupied NLA. Tenant/sub-tenant Type MNCs Government agencies Small and medium enterprises ( SMEs ) Total % of Occupied NLA 60.0% 2.0% 38.0% 100.0%

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The Master Leases The Master Lessees, the initial periods of the respective Master Leases and the underlying land tenure of the Master Leased Properties are set out in the table below: Property Master Lessee Initial Leaseback Period on Master Lease 5.0 years from Listing Date Underlying Land Tenure (a) Leasehold of 30 years commencing on 1 June 2008 with a further term of 30 years and (b) in relation to the subterranean space, leasehold of 28 years and five months commencing on 1 January 2010 with a further term of 30 years. Leasehold of 30 years commencing on 1 October 1986 with a further term of 30 years Leasehold of 30 years commencing on 1 August 1993 with a further term of 19 years Leasehold of 60 years commencing on 30 October 1996

Solaris

SB (Solaris) Investment Pte. Ltd.

NK Ingredients

NIPL

15.0 years from 15 February 2013

COS Printers

C.O.S Printers Pte Ltd

10.0 years from 19 March 2013

Beng Kuang Marine

PICCO Enterprise Pte. Ltd.

7.0 years from 10 May 2013 7.1 (1)

Average
Note: (1)

Weighted based on Gross Rental Income for the Projection Year 2014

The table below sets out the initial fixed Annual Rent and Rental Escalation based on the Independent Valuers valuation reports for the Master Leased Properties. Property Solaris Initial Fixed Annual Rent (S$ million) 16.7 (2) Rental Escalation (1) 3.0% per annum with the first escalation on 1 April 2014 and annually thereafter 4.5% every two years 4.0% every two years 2.0% per annum

NK Ingredients COS Printers Beng Kuang Marine

Notes: (1)

4.7 (2) 0.9 (3) 1.1

(3)

Solaris fixed annual rent is subject to an annual escalation of 3.0% with the first escalation on 1 April 2014. In comparison, NK Ingredients is subject to a 4.5% escalation every two years and COS Printers is subject to a 4.0% escalation every two years. On a like-for-like basis, NK Ingredients and COS Printers would therefore provide a

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compounded annual growth rate of 2.2% and 2.0%, respectively. The annual rental escalation rate of 3.0% for Solaris has been agreed on an arms-length basis and is considered to be at market level and in line with comparative transactions. (2) (3) Solaris and NK Ingredients are leased on a triple net lease basis. COS Printers and Beng Kuang Marine are leased on a double net lease basis as no annual land rent is payable. For COS Printers, which is governed by a JTC lease, with the payment of land premium upfront, the annual land rent is reduced to S$12 which JTC has temporarily waived until such time as JTC may determine. For Beng Kuang Marine, which is governed by a State lease, the land premium was paid upfront and the annual land rent is S$12 which is waived by the Minister until such time as the Minister may determine.

Lease Management in relation to the Sponsor Multi-tenanted Properties The lease agreements entered into for the Sponsor Multi-tenanted Properties contain terms and conditions, including those relating to duration of the lease, provision of security deposit, generally found in most lease agreements in Singapore. The Manager believes that the terms are in line with generally accepted market practice and procedures. In certain instances, these terms have been modified to accommodate the specific needs of major tenants, such as right to space expansion, rent-free fitting out period, subletting and assignment rights. As tenant retention is critical to minimising the turnover of leases, the Manager will maintain close communication and a good working relationship with the existing tenants. Dialogues and meetings for lease renewal will be held at least three months in advance with tenants whose leases are due to expire. Arrears management procedures will also be enforced to ensure timely payment of rent. The Manager believes that these proactive steps to retain tenants and reduce rental in arrears will help maintain a stable income stream for Soilbuild REIT. Security Deposits When a prospective tenant has committed to a lease, a security deposit in the form of cash or bankers guarantee of at least two months gross rent is typically payable. The tenant will take possession of the premises after it has made the requisite payments and formally executed the lease agreement. Rent and service charge are payable monthly. Relationship between the Master Lessees and Soilbuild REIT Each of the Master Leases entered into between the Master Lessees and the Trustee is structured as a triple net lease, save for the Master Lease in relation to Beng Kuang Marine and COS Printers which are structured as a double net lease. Subject to certain limitations set out in the respective Master Leases, the Master Lessees will have all the rights and liabilities vis--vis the sub-tenant(s) (both new and existing), and will be responsible for all the on-going property operating expenses relating to the respective Master Leased Property. Under the terms of the Master Leases of NK Ingredients, COS Printers and Beng Kuang Marine, NIPL, C.O.S Printers Pte. Ltd. and PICCO Enterprise Pte. Ltd., respectively, are granted the option to renew the Master Leases, subject to certain conditions. The notice to renew the Master Leases must be given not later than 12 months before the expiry of the initial lease term. The Master Lessee must enter into the renewed master lease agreement on or before the lease renewal confirmation date.

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COMPETITION The Properties compete with other business space properties in Singapore. The key players in Singapores business space property market include Ascendas Real Estate Investment Trust, Mapletree Industrial Trust and other industrial REITs which compete with Soilbuild REIT for tenants. In addition, Soilbuild REIT competes with other key players in Singapores business space property market for potential acquisitions. Based on the Urban Redevelopment Authority of Singapore ( URA ) and the Independent Market Research Consultant, as of the fourth quarter of 2012, for the business parks segments, Eightrium @ Changi Business Park and Solaris account for approximately 5.5% and 6.3% of Changi Business Park and Central Region Business Park (being, one-north, Singapore Science Park and Mapletree Business City) supply, respectively. Island wide occupancy rate for business parks as of Q4 2012 stands at 81%. As at Q1 2013, the monthly median rentals of one-north (S$5.10 psf) and Changi Business Park (S$5.85 psf) were approximately 25.0% and 40.0% higher than island wide business park rents, respectively. Based on the Independent Market Research Consultant, potential business park space supply of approximately 3.1 million sq ft is expected to be completed between 2013 and 2015, of which majority are single-user built-to-suit facilities. Notwithstanding the significant additional supply of business park space, approximately 2.1 million sq ft of this pipeline is estimated to be pre-committed, The Manager believes that the IPO Portfolio is well-positioned to withstand competition given its strategic locations, relatively young age of its buildings, diverse tenant mix and relatively stable tenancies. The weighted average age of the Sponsor Properties is only 1.8 years and the IPO Portfolio weighted average lease expiry is 3.9 years (by Gross Rental Income). In addition, the Manager will adopt a multi-faceted approach in its tenant retention strategy which encompasses understanding the specific business needs of each tenant and building good working relationships with the existing tenants. Dialogue with tenants and activation of lease renewals will be scheduled at least three months in advance prior to lease expiries with an aim to maintain high retention levels and minimise vacancy periods. The Manager aims to ensure appropriate value-added property management services to support the unique business demand of each tenant across Soilbuild REITs diversified portfolio. Accordingly, the Manager believes that Soilbuild REIT will be able to withstand competition to retain and attract quality tenants. Notably, a significant proportion of the IPO Portfolios Gross Rental Income, as of 30 June 2013, are derived from tenants in the growth industries including Marine offshore, Oil & Gas (12.0%), Precision Engineering, Electrical and Machinery Products (11.3%) and Supply Chain Management, 3rd Party Logistics and Freight Forwarding (8.5%) industries. (See also Appendix E, Independent Business Space Property Market Research Report for further details.)

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EIGHTRIUM @ CHANGI BUSINESS PARK Address 15A Changi Business Park Central 1, Singapore 486035 Description Eightrium @ Changi Business Park is a distinctive business park development suitable for MNCs and SMEs in research development, high-technology and knowledge-intensive industries. It comprises an eight-storey east wing and a six-storey west wing interlinked by a five-storey atrium. Its east wing has a typical floor area of 17,000 sq ft and its west wing has a typical floor area of 9,000 sq ft . Located within Changi Business Park, facilities and amenities such as banks, clinics, food centres and convenience stores are readily available. It is situated within walking distance from Singapore Expo and is only 8.5 km from Changi Airport and 16.5 km from the CBD and is well served by major arterial roads and transport networks such as the nearby East Coast Parkway, Pan Island Expressway and Singapore Expo MRT station. The table below sets out a summary of selected information on Eightrium @ Changi Business Park as at 30 June 2013, with the independent valuations of Eightrium @ Changi Business Park by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (1) Leasehold of 30 years commencing on 16 February 2006 with a further term of 30 years Business park 25 September 2007 95.3% 85,640 213,835 177,286 11 8.7 101.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis) 95.0 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 91.4 Car park lots: 132 lots

Valuation by CBRE (S$ million) (1)

Purchase Price (S$ million) Parking Lots

Note: (1)

Valuation accounts for annual land rent being payable based on the prevailing posted annual JTC annual land rent and is based on the current plus renewal tenure on the assumption that the all terms and conditions required by JTC for renewal have been met.

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Trade Sector Analysis The chart below provides a breakdown of the different trade sectors represented in Eightrium @ Changi Business Park (for the month of June 2013) by percentage of Gross Rental Income.

13.3%

18.3% Education & Social Services Financial Food Products & Beverages Information Technology Marine Offshore, Oil & Gas Others Telecommunication & Datacentre

5.3% 4.0% 5.4% 18.9%

34.8%

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SOLARIS Address 1 Fusionopolis Walk, Singapore 138628 Description Solaris is an iconic state-of-the-art business park development designed to house MNCs and large corporates from the info-communications, media and science and engineering research and development industries. It comprises a nine-storey north tower and a 15-storey south tower and its unit sizes range from 1,500 sq ft to 25,000 sq ft. Solaris has won multiple accolades for its integrated green design, including the BCA Green Mark Platinum Award in 2009 as well as top honours at the Skyrise Greenery Awards held by the Singapore Institute of Architects and National Parks Singapore. It also clinched a Green Good Design Award for Architecture in 2010 part of a series of globally recognised awards from the Chicago Athenaeum: Museum of Architecture & Design and the European Centre for Architecture Art Design, Gold (Overseas) in the Pertubuhan Akitek Malaysia Award 2011 and the Royal Institute of British Architects International Award 2012. Solaris is located at 1 Fusionopolis Walk in one-north, a burgeoning business park location rapidly developing into a pre-eminent location outside the CBD for business tenants. Solaris is located near One-North MRT station and Buona Vista MRT station and has easy accessibility to major expressways such as Ayer Rajah Expressway and Pan Island Expressway. It is also in close proximity to major research clusters and educational institutions such as the National University of Singapore, Nanyang Technological University, Biopolis and Science Park I & II. The table below sets out a summary of selected information on Solaris as at 30 June 2013, with the independent valuations of Solaris by Colliers and CBRE as at 30 April 2013. Title (a) Leasehold of 30 years commencing on 1 June 2008 with a further term of 30 years and (b) in relation to the subterranean space, leasehold of 28 years and five months commencing on 1 January 2010 with a further term of 30 years. Business Park 29 September 2011 100.0%; 94.9% (underlying) 83,258 (excluding subterranean space of 3,014 sq ft) (1) 551,811 441,533 26 17.0 300.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis)

Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Sub-tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (2)

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Valuation by CBRE (S$ million) (2)

303.0 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 293.4 Car park lots: 292 lots

Purchase Price (S$ million) Parking Lots

Notes: (1)

The subterranean space has been excluded in the calculation of the land area because the subterranean space does not contribute to the plot ratio calculation. The subterranean space is located underground and is solely for the purpose of underground vehicular connection between Fusionopolis phase 2A and Fusionopolis phase 2B. The Subterranean Lot (state lease No.27299) and the Main lot (State Lease No 26814) will form part of Solaris in the Sale and Purchase Agreement for Solaris. Valuation accounts for annual land rent being payable based on the prevailing posted annual JTC annual land rent and is based on the current plus renewal tenure on the assumption that the all terms and conditions required by JTC for renewal have been met.

(2)

Master Lessee Solaris will be leased to SB (Solaris) Investment Pte. Ltd., a subsidiary of the Sponsor as the Master Lessee. The initial lease term is five years from the completion date of the sale and purchase. Security deposits in the form of cash amounting to 12 months rent 1 will be held by Soilbuild REIT upon the Listing Date. The initial annual rent will be S$16.7 million with rental escalation to be calculated at 3.0% per annum with the first escalation occurring on 1 April 2014 and annually thereafter. As the Master Lease is structured as a triple net lease, the Master Lessee is further responsible for the following property-related expenses including the annual land rent, property tax, insurance and maintenance costs.

Based on an amount calculated from 1 April of one year to 31 March of the next year.

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TUAS CONNECTION Address 1 to 10, 12, 14, 16, 18 & 20 Tuas Loop, Singapore 637336 to 637345, 637347, 637349, 637351, 637353, 637357 Description Tuas Connection is an enclave of two-storey detached and semi-detached modern factory units with dedicated private compounds designed for heavy engineering, supporting the oil & gas and marine industries as well as the petrochemical and energy sectors. The almost column free functional layout of the factories feature wide production spaces that span 20 to 30 metres, ceilings that rise as high as 12 metres, ample headroom for five-tonne overhead cranes, a floor loading capacity of up to 20.0KN/m 2 and provisions to cater to power supply of up to 1500 KVA. The factories also have office space on the second storey and are equipped with their own dedicated driveways and parking facilities. It is strategically located near key marine, oil & gas and other heavy industrial zones. It is also near facilities such as Raffles Marina, Raffles Country Club and Tuas Amenity Centre. Tuas Connection is well served by major arterial roads and transport networks such as the nearby Ayer Rajah Expressway and Pan Island Expressway. The table below sets out a summary of selected information on Tuas Connection as at 30 June 2013, with the independent valuations of Tuas Connection by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (2) Leasehold of 43 years commencing on 1 October 2007 Industrial Property 14 July 2010 100.0% 741,829 607,994 651,072 (1) 15 10.8 125.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis) 125.0 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 122.7 Nil

Valuation by CBRE (S$ million) (2)

Purchase Price (S$ million) Parking Lots:

125

Notes: (1) (2) NLA includes some dedicated common areas within tenants compounds but does not constitute any part of GFA. Valuation accounts for annual land rent being payable based on the prevailing posted annual JTC annual land rent.

Trade Sector Analysis The chart below provides a breakdown of the different trade sectors represented in Tuas Connection (for the month of June 2013) by percentage of Gross Rental Income.

6.8%

13.3%

15.4%

Construction Fabricated Metal Products Marine Offshore, Oil & Gas

30.0%

Precision Engineering, Electrical and Machinery products Pharmaceutical & Biological

34.5%

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WEST PARK BIZCENTRAL Address 20, 22, 24, 26, 28, 30, 32 Pioneer Crescent, Singapore 628555, 628557, 628559, 628561, 628563, 628565 Description West Park BizCentral is an award winning industrial development home to major marine engineering, hi-tech manufacturing and assembly, energy and petrochemical-related industries. It comprises a six-storey ramp-up factory and an 11-storey air-conditioned hi-tech facility. The flexible layout of the ramp-up factory and the air-conditioned hi-tech facility feature a wide range of unit sizes ranging from 15,000 sq ft to 45,000 sq ft and 1,300 sq ft to 7,200 sq ft, respectively. Both the ramp-up factory and the air-conditioned hi-tech facility feature high ceiling height (floor to floor) of up to 9.1 metres and 5.0 metres, respectively. Each ramp-up factory has direct access to its own dedicated parking lot, facilitating convenient loading and unloading. Furthermore, the 18 metre wide driveway with single loading that runs through the entire development ensures smooth traffic flow. Its roof gardens reduce heat gain and the expansive greenery and central courtyard help create an abundance of natural light. West Park BizCentral won a Gold Award in 2009 from Singapores BCA under its Green Mark scheme. West Park BizCentral is located on Pioneer Crescent in an area specifically designed for industrial usage with established infrastructure, facilities and amenities located nearby. It is in close proximity to Pioneer, Boon Lay and Joo Koon MRT stations. It is easily accessible via major expressway and transport hubs via Ayer Rajah Expressway, Pan Island Expressway and Tuas Checkpoint and has road frontages from both Pioneer Road and Tanjong Kling, the main arterial roads within the Jurong industrial precinct. The table below sets out a summary of selected information on West Park BizCentral as at 30 June 2013, with the independent valuations of West Park BizCentral by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (1) Leasehold of 30 years commencing on 1 August 2008 with a further term of 30 years Industrial Property 24 September 2012 100.0% 565,837 1,414,600 1,240,583 48 23.0 319.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis)

127

Valuation by CBRE (S$ million) (1)

303.0 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 313.0 Car park lots: 542 lots

Purchase Price (S$ million) Parking Lots

Note: (1)

Valuation of this property takes into account that land premium has been paid upfront for the first term of the land lease, or until 31 July 2038, and for the second term of the land lease, the valuation takes into account that the property is subject to payment of an upfront land premium at the commencement of the second term. Valuation is also based on the current plus renewal tenure on the assumption that the all terms and conditions required by JTC for renewal have been met.

Trade Sector Analysis The chart below provides a breakdown of the different trade sectors represented in West Park BizCentral (for the month of June 2013) by percentage of Gross Rental Income.

3.3%

4.5% 10.4% Construction Electronics Fabricated Metal Products Food Products & Beverages Marine Offshore, Oil & Gas 13.5% Others Precision Engineering, Electrical and Machinery products

27.5% 1.7%

19.7% 19.4%

Supply Chain Management, 3rd Party Logistics, Freight Forwarding

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NK INGREDIENTS Address 2 Pioneer Sector 1, Singapore 628414 Description NK Ingredients is a property consisting of seven blocks of office, laboratory, warehouse and production facilities and associated structures. It is an integrated lanolin, lanolin derivative and cholesterol production facility capable of refining 10,000 tonnes of wool grease, the raw material for all lanolin products which are used for cosmetic and pharmaceutical products. The plant has an area of 572,432 sq ft. The entire manufacturing is fully automated and coordinated by a state of the art computerised control system. NK Ingredients holds a prominent frontage at the intersection of Gul Lane, Pioneer Sector 1 and Pioneer Road and is surrounded by other JTC industrial buildings including Glaxo Smith Kline, YCH Distripark and Jurong Inspection Centre. The site is accessible to several major expressways including the Ayer Rajah Expressway and Pan-Island Expressway and strategically located at the gateway of Jurong Island and Malaysia via the Tuas Link. The table below sets out a summary of selected information on NK Ingredients as at 30 June 2013, with the independent valuations of NK Ingredients by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (1) Leasehold of 30 years commencing on 1 October 1986 with a further term of 30 years Industrial Property 15 July 1991 (Phase 1) 1 August 2007 (Phase 2) 100.0% 572,432 312,375 312,375 1 4.7 61.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis) 60.0 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 60.0 Nil

Valuation by CBRE (S$ million) (1)

Purchase Price (S$ million) (2) Parking Lots

Notes: (1)

Valuation accounts for annual land rent being payable based on the prevailing posted annual JTC annual land rent and is based on the current plus renewal tenure on the assumption that the all terms and conditions required by JTC for renewal have been met. NK Ingredients is subject to the prevailing JTC posted annual land rent as its binding Sale and Purchase Agreement was executed on 27 December 2012 and as its assignment application was issued to JTC prior to the implementation of the upfront land premium policy on 1 January 2013. Based on the previously transacted purchase price.

(2)

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Master Lessee NK Ingredients is leased to NIPL as the Master Lessee. The initial lease term is 15 years from the completion date of the sale and purchase. Security deposits in the form of a bank guarantee equivalent to 12 months prevailing rent is held by Soilbuild REIT upon the Listing Date. The initial annual rent is S$4.68 million with rental escalation to be calculated at 4.5% every two years over the preceding years rent. As the Master Lease is structured as a triple net lease, the Master Lessee is further responsible for the following property-related expenses including the annual land rent, property tax, insurance and maintenance costs. Right of First Refusal Soilbuild REIT has granted a right of first refusal over NK Ingredients to NIPL for so long as NIPL or its related companies remain as tenant at NK Ingredients. (See Certain Agreements Relating to Soilbuild Business Space REIT and the Properties Sale and Purchase Agreements and Lease Agreements NK Ingredients for further details of such right of first refusal granted to NIPL over NK Ingredients.)

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COS PRINTERS Address 9 Kian Teck Crescent, Singapore 628875 Description COS Printers is a three-storey factory cum warehouse building. The building is equipped with two cargo lifts and part of the building temperature controlled. The first and second storey production and warehousing areas have a floor loading of 15KN/sq m. Located at 9 Kian Teck Crescent in between Boon Lay Way and Pioneer Road North, COS Printers is accessible to and from other parts of the island given its proximity to Joo Koon and Pioneer MRT Stations, Pan Island Expressway and Ayer Rajah Expressway. The table below sets out a summary of selected information on COS Printers as at 30 June 2013, with the independent valuations of COS Printers by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (1) Leasehold of 30 years commencing on 1 August 1993 with a further term of 19 years Industrial Property 7 January 1997 100.0% 56,774 58,752 58,752 1 0.9 11.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis) 10.8 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 10.3 Nil

Valuation by CBRE (S$ million)

(1)

Purchase Price (S$ million) (2) Parking Lots

Notes: (1)

Valuation of this property takes into account that land premium has been paid upfront for the first term of the land lease, or until 31 July 2038, and for the second term of the land lease, the valuation takes into account that the property is subject to payment of an upfront land premium at the commencement of the second term. Valuation is also based on the current plus renewal tenure on the assumption that the all terms and conditions required by JTC for renewal have been met. Based on the previously transacted purchase price.

(2)

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Master Lessee COS Printers is leased to C.O.S Printers Pte Ltd as the Master Lessee. The initial lease term is 10 years from the completion date of the sale and purchase. Security deposits in the form of a bank guarantee equivalent to 12 months prevailing rent is held by Soilbuild REIT upon the Listing Date. The initial annual rent is S$0.89 million with rental escalation to be calculated at 4.0% every two years over the preceding years rent. As the Master Lease is structured as a double net lease, the Master Lessee is further responsible for the following property-related expenses including property tax, insurance and maintenance costs.

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BENG KUANG MARINE Address 38 Tuas View Square, Singapore 637770 Description Beng Kuang Marine is a part three/part four-storey warehouse facility with an approved use of workers dormitory on part of the second, third and fourth floors. Beng Kuang Marine is located along Tuas View Square off Tuas View Link. While the surrounding area comprises both industrial and logistics buildings, the area is predominantly composed of mainly industrial buildings such as JTC standard factories and purpose-built factories. Prominent developments nearby include Tuas View Industrial Park, Tradelink Place, Linkpoint Place and Westlink One & Two. The site is accessible to several major expressways including the Ayer Rajah Expressway and Pan Island Expressway. Public transport and other urban amenities are available in the vicinity. The table below sets out a summary of selected information on Beng Kuang Marine as at 30 June 2013, with the independent valuations of Beng Kuang Marine by Colliers and CBRE as at 30 April 2013. Title Property Type Issue of CSC Occupancy Rate Land Area (sq ft) GFA (sq ft) NLA (sq ft) Number of Tenants Gross Revenue (for Projection Year 2014) (S$ million) Valuation by Colliers (S$ million) (1) Leasehold of 60 years commencing on 30 October 1996 Industrial Property 4 May 2000 100.0% 52,800 73,737 73,737 1 1.1 15.0 (based on Investment Method, Direct Comparison Method and Discounted Cash Flow Analysis) 14.5 (based on Capitalisation Approach, Discounted Cash Flow Analysis and Direct Comparison Method) 14.5 Nil

Valuation by CBRE (S$ million) (1)

Purchase Price (S$ million) (2) Parking Lots

Notes: (1) (2)

Valuation takes into account that the land premium has been paid upfront for the entire land lease term. Based on the previously transacted purchase price.

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Master Lessee Beng Kuang Marine is leased to PICCO Enterprise Pte. Ltd. as the Master Lessee. The initial lease term is seven years from the completion date of the sale and purchase. Security deposit is in the form of a bank guarantee and a corporate guarantee equivalent to 12 months and six months, respectively, of the prevailing annual rental. The initial annual rent is S$1.1 million with rental escalation to be calculated at 2.0% per annum over the preceding years rent. As the Master Lease is structured as a double net lease, the Master Lessee is further responsible for the following property-related expenses including property tax, insurance and maintenance costs.

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INSURANCE The Properties are insured in accordance with industry practice in Singapore. Insurance policies taken up include insurance against business interruption, public liability (including personal injury) as well as industrial all risks insurance. There are no significant or unusual excess or deductible amounts required under these policies. In accordance with the double net lease and triple net lease arrangements, the insurance of the Master Leased Properties is paid for by the Master Lessees with Soilbuild REIT and the Master Lessees named as co-insured in the insurance policy. Notwithstanding this, Soilbuild REIT has procured business interruption, public liability and industrial special risk policies in duplicate in the event that the Master Lessees insurance are void and/or cannot be relied upon and has procured additional insurance to ensure adequate coverage (for example, protection on loss of income). For Solaris, the Manager will procure the insurance relevant for it and claim reimbursement from the Sponsor. Therefore, no additional insurance will be needed. There are, however, certain types of risks that are not covered by such insurance policies, including acts of war, terrorism, environmental damage and breaches of environmental laws and regulations. (See Risk Factors Risks Relating to the Properties Soilbuild REIT may suffer material losses in excess of insurance proceeds or Soilbuild REIT and/or the Master Lessees may not put in place or maintain adequate insurance in relation to the Properties and its potential liabilities to third parties.) The Manager may in the future take up insurance against environmental damage as and when the Manager considers there is a need to do so. FIRE PROTECTION The fire protection and security measure for each of the Properties are manned on a 24-hour basis at fire alarm monitoring stations. The Properties have registered fire safety managers who ensure that all fire protection systems and equipment are in working order. Each of the Properties is also equipped with fire protection systems which may include fire alarm panels, smoke extraction systems, smoke detectors, fire extinguishers and manual call points located at the corridors. All the Properties except for Tuas Connection and COS Printers, also have fire sprinkler systems with water tanks and accessories. Each of the Properties except for Tuas Connection and COS Printers has maintenance contractors for these fire protection systems. Fire detection systems for Tuas Connection and COS Printers are fitted with manual core points. These facilities are equipped with hose reels, fire extinguishers and local fire alarms. The existing fire protection systems for Tuas Connection and COS Printers comply with the prevailing authorities requirements. Under the Master Lease Agreements, the costs of on-going maintenance of the fire protection systems are to be borne by the tenants and routine inspections will be undertaken by the property management team. CAPITAL EXPENDITURE According to building audits commissioned prior to the Latest Practicable Date, the Manager expects minimal capital expenditure for the Forecast Period 2013 and Projection Year 2014 as the Properties are relatively new. The Vendors have undertaken to rectify any material defects found during such building audits of the Properties. (See Risk Factors Risks Relating to the Properties Soilbuild REITs assets might be adversely affected if the Manager, the Property Manager and the Master Lessees do not provide adequate management and maintenance and Profit Forecast and Profit Projection Assumptions Capital Expenditure for details.)

135

LEGAL PROCEEDINGS None of Soilbuild REIT and the Manager is currently involved in any material litigation nor, to the best of the Managers knowledge, is any material litigation currently contemplated or threatened against Soilbuild REIT or the Manager.

136

THE MANAGER AND CORPORATE GOVERNANCE

THE MANAGER OF SOILBUILD REIT The Manager, SB REIT Management Pte. Ltd., was incorporated in Singapore under the Companies Act, Chapter 50 of Singapore (the Companies Act ) on 5 October 2012. It has a paid-up capital of S$1,000,000. Its registered office is 25 Changi South Street 1, Singapore 486059, and its telephone number is +65 6542 2882. The Manager is a wholly-owned subsidiary of the Sponsor. The Manager has been issued a CMS Licence by the MAS pursuant to the SFA on 1 August 2013. Management Reporting Structure

Board of Directors Mr Chong Kie Cheong (Chairman and Independent Non-Executive Director and Audit Committee Member) Mr Benedict Andrew Lim Wee Yong (Independent Non-Executive Director and Audit Committee Chairman) Mr Michael Ng Seng Tat (Independent Non-Executive Director and Audit Committee Member) Mr Lim Chap Huat (Non-Executive Director) Mr Ho Toon Bah (Non-Executive Director) Ms Lim Cheng Hwa (Non-Executive Director)

Chief Executive Officer Mr Shane Hagan

Chief Operating Officer Mr Roy Teo Seng Wah

Chief Financial Officer Mr Kelvin Chow Chung Yip

Head of Investment and Investor Relations Mr Russell Ng Keh Yang

Senior Analyst Mr Fendy Wijaya

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Board of Directors of the Manager The board of Directors (the Board ) is entrusted with the responsibility for the overall management of the Manager. The following table sets forth certain information regarding the Directors: Name Mr Chong Kie Cheong Age 65 Address 25 Changi South Street 1, SB Building, Singapore 486059 25 Changi South Street 1, SB Building, Singapore 486059 25 Changi South Street 1, SB Building, Singapore 486059 25 Changi South Street 1, SB Building, Singapore 486059 25 Changi South Street 1, SB Building, Singapore 486059 25 Changi South Street 1, SB Building, Singapore 486059 Position Chairman and Independent Non-Executive Director and Audit Committee Member Independent Non-Executive Director and Audit Committee Chairman Independent Non-Executive Director and Audit Committee Member Non-Executive Director

Mr Benedict Andrew Lim Wee Yong Mr Michael Ng Seng Tat Mr Lim Chap Huat

44

50

59

Mr Ho Toon Bah

49

Non-Executive Director

Ms Lim Cheng Hwa

39

Non-Executive Director

Each of the Directors has served as a director of a public-listed company, save for Mr Benedict Andrew Lim Wee Yong, Mr Michael Ng Seng Tat and Ms Lim Cheng Hwa for whom appropriate arrangements have been made to orientate each of them in acting as director of the manager of a public-listed REIT. The Board collectively has the appropriate experience to act as the Directors and is familiar with the rules and responsibilities of a director of a public-listed company and/or manager of a public-listed REIT. None of the Directors are related to one another, any substantial shareholder of the Manager or any Substantial Unitholder (as defined herein). None of the independent directors of the Board sits on the boards of the principal subsidiaries of Soilbuild REIT that are based in jurisdictions other than in Singapore. Each of the independent directors confirms that they are able to devote sufficient time to discharge their duties as an independent director of the Manager. Experience and Expertise of the Board of Directors of the Manager Information on the business and working experience of the Directors is set out below: Mr Chong Kie Cheong is the Chairman and an Independent Non-Executive Director and Audit Committee Member of the Manager. Mr Chong has more than 30 years of experience in the financial industry, having held senior appointments in investment banking, international banking and finance and directorships in banks in the region. From June 2007 to December 2011, Mr Chong was the Managing Director and Head 138

of Group Institutional Financial Services at United Overseas Bank Ltd. and was responsible for the corporate banking business worldwide. Prior to this, from January 2005 to May 2007, he had also served as Senior Executive Vice President of Investment Banking at United Overseas Bank Ltd. Prior to joining United Overseas Bank Ltd., Mr Chong held a series of progressively senior positions at DBS Bank Ltd.. From March 1981 until November 2004, Mr Chong had served as Assistant Vice President of Investment Planning, Vice President/Assistant Vice President of Corporate Planning, Senior Vice President of International and Planning, Executive Vice President of International Banking, Managing Director and Head of Institutional Banking, Managing Director and Head of Regional Integration Centre, Finance Director, Managing Director and Joint Head of Investment Banking. In addition, he was an advisor of DBS, London Branch from January to November 2004, following his retirement from the bank. From January 1977 to March 1981, Mr Chong served as Manager of Baring Brothers Asia Ltd and was responsible for the execution of the investment banking mandates. Prior to this, from July 1973 to December 1976, Mr Chong was Assistant Manager of Corporate Finance of DBS Bank Ltd. and was responsible for execution of investment banking mandates. From November 1971 to June 1973, Mr Chong was Economics Officer of DBS Bank Ltd. and was responsible for analysis and collation of economic data. Mr Chong was the director of Singapore Petroleum Company Limited from 1990 to 1997. Mr Chong holds a Bachelor of Social Sciences (Economics, Honours) from the University of Singapore. Mr Benedict Andrew Lim Wee Yong is an Independent Non-Executive Director and Chairman of the Audit Committee and of the Manager. Mr Lim has more than 17 years of experience in the real estate industry. Mr Lim has held senior level appointments across the entire real estate value chain ranging from construction management, property development, property management, investment acquisition, asset management, investment sales, fund management, risk management, compliance management and corporate general management. Mr Lim joined Global Capital & Development (Singapore) Pte Ltd in March 2011 and is currently Director, Head of Investments, an investment Joint Venture company between Mubadala and Khazanah, investment companies of the Abu Dhabi and Malaysia governments respectively. Concurrently, Mr Lim is also an associate professor at UniSIM University where he lectures in Portfolio Management, Investment Management and Corporate Finance disciplines. Prior to this, Mr Lim had held senior management positions in Hewlett Packard Singapore (Sales) Pte. Ltd., ING Real Estate Investment Management Pte. Ltd., Mapletree Investments Pte Ltd and Jones Lang La Salle Property Consultants Pte Ltd. From September 2010 to February 2011, Mr Lim was Director, Head of South East Asia for Hewlett Packard and was responsible for Hewlett Packards real estate portfolio across South East Asia with five teams reporting to this position. From September 2006 to April 2009, Mr Lim was Senior Vice President/Director, Head of Asset Management of ING Real Estate Investment Management and held direct responsibility for USD2.8 billion worth of assets across South East Asia. Mr Lim was also a director in an USD1.2 billion Asia private equity retail fund. From March 2006 to August 2006, Mr Lim was Vice-President of Asset Management of Mapletree Investments Pte Ltd and was in charge of Singapore assets under management which included Vivocity and the precursor project to Mapletree Business City. From June 2000 to November 2001, Mr Lim was with Jones Lang LaSalle and seconded to ExxonMobil as Global Portfolio Manager and subsequently, between November 2001 and March 2006, Mr Lim was seconded to DBS Bank, a leading Asian bank in an outsourced role to manage the banks commercial office and retail 139

portfolio across Asia. At DBS Banks DBS Workplace Solutions, Mr Lim was the Director/Regional Manager, Head of Capital Works and was in charge of a regional division with responsibility for all capital works within the bank across Asia. Prior to Jones Lang LaSalle, Mr Lim was in various senior construction management roles with Obayashi Corporation, involved in notable projects like the Dhoby Ghaut MRT, PWC Building, Cuscaden Residences and Tampines Plaza I & II. Mr Lim holds a Bachelor of Engineering in Civil & Structural Engineering from Nanyang Technological University and a Master in Business Administration and a Master of Science in Real Estate from the National University of Singapore. Mr Michael Ng Seng Tat is an Independent Non-Executive Director and Audit Committee Member of the Manager. Mr Ng has been in the real estate industry for over 23 years. He joined United Industrial Corporation Limited and Singapore Land Limited in October 2010 and is currently Group General Manager of both and manages the diversified real estate investments and development projects of the United Industrial Corporation Limited and its subsidiaries. Previously Mr Ng was Managing Director of Savills Singapore from 2005 to 2010. Prior to Savills, he was the Managing Director of Hamptons International in 2001 where he subsequently led a management buyout of the Singapore office before merging the operations with Savills Singapore in December 2004. He was also a founding shareholder of Huttons Real Estate, a successful local housing agency. From 1995 to 2001, Michael was Head of the property arm of COSCO Singapore (a China state-owned maritime group) handling real estate development, investments, acquisitions, project management and asset management. Mr Ng started his career with Richard Ellis (from 1988 to 1995). Mr Ng holds a Bachelor of Science (Honours in Estate Management) degree from the National University of Singapore. Mr Lim Chap Huat is a Non-Executive Director of the Manager. He is a co-founder of the Sponsor with more than 35 years of experience in the construction and property development business. He charts the Sponsors strategic direction, business planning and development and oversees its operations, management of projects and succession planning. Apart from his role in strategic planning and development of corporate policies, Mr Lim has been involved in all key aspects of the operations and business of the Sponsor to ensure quality at planning, design and implementation levels, including the oversight of the tendering and management processes of construction and development projects. He has also established a network of relationships with developers, customers, consultants and architects within the real estate industry. He has been the Group Managing Director of the Sponsor since 2001, and also serves on the board of all of its subsidiaries, including the Manager. Mr Lim holds a Technician Diploma (Civil Engineering) from the Singapore Polytechnic. He is active in community service and currently serves as the Chairman of the Chong Pang Community Club Management Committee. In recognition of his contributions to the community, Mr Lim was conferred the Pingat Bakti Masyarakat (Public Service Medal) and the Bintang Bakti Masyarakat (Public Service Star) by the President of the Republic of Singapore in 2003 and 2009 respectively. Mr Ho Toon Bah is a Non-Executive Director of the Manager. Mr Ho is an executive director of Soilbuild Construction Group Ltd. from January 2013. Prior to that, Mr Ho was an executive director of the Sponsor from June 2009 to May 2013 supporting the strategic growth of the Sponsors operations and driving the development of its business strategies. Before joining the Sponsor, Mr Ho held various management positions in the banking industry, including Standard Chartered Bank from 2000 to 2009. At Standard Chartered Bank, Mr 140

Ho served as Senior Manager for Branch Banking and Direct Sales from 2000 to 2001, General Manager for Mortgages and Auto from 2001 to 2002, General Manager for Wealth Management from 2002 to 2003, General Manager of SME Banking from 2004 to 2005 and as Head of Consumer Banking in Indonesia from 2006 to 2008. His last appointment was as Head of Consumer Banking in Malaysia with Standard Chartered Bank from 2008 to 2009. Mr Ho is also an independent director of Europtronic Group Ltd which is listed on the SGX-ST. Mr Ho holds a Bachelor of Business Administration from the National University of Singapore. He is also a Chartered Financial Analyst. Ms Lim Cheng Hwa is a Non-Executive Director of the Manager. Ms Lim joined the Sponsor as the Group Financial Controller in 2007 and was promoted to Director of Capital and Investment Management in 2010. She oversees the Capital and Investment Management Division handling all financial, accounting, tax and treasury matters, business and investment development, corporate communications, human resources and administration, as well as investor relations of the Sponsor. Ms Lim has been an executive director of the Sponsor since 2011, and also serves on the board of certain of its subsidiaries. Ms Lim has more than 17 years of experience, having served in finance departments of various listed companies. Prior to joining the Sponsor, she served as an accountant and senior accountant in L&M Group Investments Limited from 1995 to 1999 and was responsible for, among others, consolidation of the Group accounts and periodic reporting of the Groups results to the SGX-ST. She served as a financial controller in MTQ Corporation Limited from 1999 to 2007 and was handling all financial, accounting, tax and treasury matters and was also involved in the business development initiatives of the Group. Ms Lim holds a Bachelor of Accountancy (Honours) from the Nanyang Technological University List of Present and Past Principal Directorships of Directors A list of the present and past directorships of each Director over the last five years preceding the Latest Practicable Date is set out in Appendix G, List of Present and Past Principal Directorships of Directors and Executive Officers. Role of the Board of Directors The key roles of the Board are to: guide the corporate strategy and directions of the Manager; ensure that senior management discharges business leadership and demonstrates the highest quality of management skills with integrity and enterprise; and oversee the proper conduct of the Manager.

The Board comprises six Directors. The Audit Committee of the Board comprises Mr Chong Kie Cheong, Mr Benedict Andrew Lim Wee Yong and Mr Michael Ng Seng Tat. Mr Benedict Andrew Lim Wee Yong will assume the position of Chairman of the Audit Committee. The Board meets to review the key activities and business strategies of the Manager. The Board intends to meet regularly, at least once every three months, to deliberate the strategies of Soilbuild REIT, including acquisitions and disposals, funding and hedging activities, approval of the annual budget and review of the performance of Soilbuild REIT. The Board or the relevant board

141

committee will also review Soilbuild REITs key financial risk areas and the outcome of such reviews will be disclosed in the annual report or where the findings are material, immediately announced via SGXNET. Each Director has been appointed on the basis of his professional experience and ability to contribute to the proper guidance of Soilbuild REIT. The Board will have in place a set of internal controls which set out certain approval limits to facilitate operational efficiency as well as arrangements in relation to cheque signatories. In addition, sub-limits are also delegated to various management levels to facilitate operational efficiency. Taking into account the fact that Soilbuild REIT was constituted only on 13 December 2012 and will only acquire the Sponsor Properties on the Listing Date, the Board, in concurrence with the Audit Committee are of the opinion that the internal controls as are further described in: The Manager and Corporate Governance The Manager of Soilbuild REIT Board of Directors of the Manager Role of the Board of Directors; The Manager and Corporate Governance Corporate Governance of the Manager Board of Directors of the Manager; The Manager and Corporate Governance Corporate Governance of the Manager Audit Committee; The Manager and Corporate Governance Corporate Governance of the Manager Compliance Officer; The Manager and Corporate Governance Corporate Governance of the Manager Dealings in Units; The Manager and Corporate Governance Corporate Governance of the Manager Management of Business Risk; The Manager and Corporate Governance Corporate Governance of the Manager Potential Conflicts of Interest; The Manager and Corporate Governance Related Party Transactions The Managers Internal Control System; The Manager and Corporate Governance Related Party Transactions Role of the Audit Committee for Related Party Transactions; The Manager and Corporate Governance Related Party Transactions Related Party Transactions in Connection with the Setting Up of Soilbuild REIT and the Offering; The Manager and Corporate Governance Related Party Transactions Exempted Agreements; and The Manager and Corporate Governance Related Party Transactions Future Related Party Transactions,

are adequate in addressing financial, operational and compliance risks faced by Soilbuild REIT.

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Changes to regulations and accounting standards are monitored closely by the members of the Audit Committee. To keep pace with regulatory changes, where these changes have an important bearing on the Managers or the Directors disclosure obligations, the Directors will be briefed either during Board meetings or at specially convened sessions involving relevant professionals. Management also provides the Board with complete and adequate information in a timely manner through regular updates on financial results, market trends and business developments. Currently, at least half of the Directors are independent which complies with the requirement for at least one-third of the Directors to be independent. This enables the management to benefit from their external, diverse and objective perspective on issues that are brought before the Board. It would also enable the Board to interact and work with the management through a robust exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the roles of the Chairman and the Chief Executive Officer, provides a healthy professional relationship between the Board and the management, with clarity of roles and robust oversight as they deliberate on the business activities of the Manager. The positions of Chairman of the Board and Chief Executive Officer are separately held by different persons in order to maintain an effective check and balance. The Chairman of the Board is Mr Chong Kie Cheong, while the Chief Executive Officer is Mr Shane Hagan. There is a clear separation of the roles and responsibilities between the Chairman and the Chief Executive Officer of the Manager. The Chairman is responsible for the overall management of the Board as well as ensuring that the members of the Board and the management work together with integrity and competency, and that the Board engages the management in constructive debate on strategy, business operations, enterprise risk and other plans. The Chief Executive Officer has full executive responsibilities over the business directions and operational decisions in the day-to-day management of the Manager. The Board has separate and independent access to senior management and the company secretary(s) at all times. The company secretary(s) attends to corporate secretarial administration matters and attends all Board meetings. The Board also has access to independent professional advice where appropriate and when requested. Executive Officers of the Manager The executive officers of the Manager are entrusted with the responsibility for the daily operations of the Manager. The following table sets forth information regarding the executive officers of the Manager: Name Mr Shane Hagan Mr Kelvin Chow Chung Yip Mr Roy Teo Seng Wah Mr Russell Ng Keh Yang Mr Fendy Wijaya Age 46 41 36 32 25 Position Chief Executive Officer Chief Financial Officer Chief Operating Officer Head of Investment/Investor Relations Senior Analyst

Experience and Expertise of the Executive Officers of the Manager Information on the working experience of the executive officers of the Manager is set out below: Mr Shane Hagan is the Chief Executive Officer of the Manager.

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Mr Hagan has more than 17 years of experience in the real estate industry and various related sectors. Prior to joining the Manager, from December 2010 to November 2012, he was the Chief Financial Officer of Mapletree Commercial Trust Management Ltd, the manager of Mapletree Commercial Trust which was listed on the SGX-ST in April 2011, and was responsible for all finance and accounting matters, tax and treasury matters, overseeing implementation of Mapletree Commercial Trusts short and medium term business plans, fund management activities and financial condition. He was also responsible for assisting the Chief Executive Officer in formulating strategic plans for Mapletree Commercial Trust in accordance with Mapletree Commercial Trusts investment strategy and for facilitating communications and liaising with unitholders of Mapletree Commercial Trust. Prior to this, from June 2010 to December 2010, Mr Hagan was the Group Financial Controller of Mapletree Investments Pte Ltd and was responsible for financial and management accounting and corporate finance related work for the Mapletree Group in Singapore and other countries in Asia. From May 2009 to June 2010, he was the Chief Financial Officer of Lippo-Mapletree Indonesia Retail Trust Management Ltd (now known as LMIRT Management Ltd.), the manager of Lippo-Mapletree Indonesia Retail Trust (now known as Lippo Malls Indonesia Retail Trust), which was listed on the SGX-ST in November 2007, and was responsible for all financial matters including financial reporting, business planning, capital management, treasury and investor relations. From August 2007 to April 2009, he was the Chief Financial Officer of APL Japan Trust Management (Singapore) Limited and was involved in the preparation of the IPO of what was to be the first Singapore REIT of Japanese Retail assets of over S$1 billion in 2007. However, the IPO was postponed due to market conditions. From July 2003 to July 2007 Mr Hagan was the Chief Financial Officer of Ascendas-MGM Funds Management Limited (now known as Ascendas Funds Management (S) Limited), the manager of Ascendas Real Estate Investment Trust, which was listed on the SGX-ST in November 2002, where, among others, he assisted with establishing a Commercial Mortgage Backed Securities programme of S$5 billion and managed three issues of over S$1 billion in Euro equivalent and was involved in a number of property acquisitions and the associated raising of over S$1 billion of equity. Mr Hagan holds a Bachelor of Commerce and Administration (Majoring in Accounting and Finance) from Victoria University of Wellington, New Zealand as well as a Diploma from the New Zealand Stock Exchange. He has been certified as a Chartered Accountant by the Institute of Chartered Accountants of New Zealand. Mr Kelvin Chow Chung Yip is the Chief Financial Officer of the Manager. Mr Chow has more than eight years of experience in the real estate industry and various related sectors. Prior to joining the Manager, from October 2012 to November 2012, Mr Chow was the Financial Controller of Cambridge Industrial Trust Management Limited (formerly known as Cambridge Industrial Trust Management Pte. Ltd.), the manager of Cambridge Industrial Trust, which was listed on the SGX-ST in July 2006, and was responsible for all finance and accounting matters, tax and treasury matters, overseeing implementation of Cambridge Industrial Trusts short and medium term capital structure, structuring new investment entities, fund management activities and financial condition. Prior to this, from August 2010 to September 2012, he was the Finance Director of Invista Real Estate Investment Management Limited and was responsible for managing the financial and accounting procedures including financial reporting, investments analysis, corporation financing and tax planning, investor relations, treasury, strategic planning and risk management for two private equity funds with target fund sizes of approximately US$350 million. From June 2010 to July 2010, he was the Chief Financial Officer of Estadia Capital Pte. Ltd. where he was responsible for all finance and accounting matters, tax planning and treasury matters, due diligence, capital management and investor relations. From September 2008 to February 2010, he 144

was the Senior Vice President of Overseas Union Enterprise Limited and was responsible for all finance and accounting matters, tax planning and treasury matters, due diligence, capital management and investor relations. From July 2007 to September 2008, Mr Chow was the Financial Controllers of Allco (Singapore) Limited, the manager of Allco Commercial Real Estate Investment Trust (now known as Frasers Commercial Trust), which listed on the SGX-ST in March 2006, and was responsible for all finance and accounting matters, tax and treasury matters, overseeing implementation of Allco Commercial Real Estate Investment Trusts short and medium term capital structure, structuring new investment entity, fund management activities and financial condition and facilitating communications and liaising with unitholders of Allco Commercial Real Estate Investment Trust. He also assisted the Chief Financial Officer and Chief Executive Officer in formulating strategic plans for Allco Commercial Real Estate Investment Trust in accordance with the managers stated investment strategy. From March 2004 to July 2007, he worked with various entities within the Ascendas Group and was responsible for, at various stages and among others, assisting with financial and management accounting, compliance issues and setting up private real estate equity funds. Mr Chow has a Master of Business Administration from Universitas 21 Global. He is also a fellow of the Association of Chartered Certified Accountants. Mr Chow considers himself to be adequately familiar with the business operations, accounting systems and policies of Soilbuild REIT despite being employed with the Manager for less than six months. After making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the members of the Audit Committee to cause them to believe that Mr Chow does not have the competence, character and integrity expected of a Chief Financial Officer of the Manager. The Audit Committee has considered Mr Chows qualifications and extensive relevant work experience (as described above) in risk management, financial accounting and business development in Singapore REITs and listed real estate related entities such as Invista Real Estate Investment Management Limited, Overseas Union Enterprise Limited Ascendas-MGM Funds Management Limited (now known as Ascendas Funds Management (S) Limited), the manager of Ascendas Real Estate Investment Trust and Allco (Singapore) Limited, the manager of Allco Commercial Real Estate Investment Trust (now known as Frasers Commercial Trust). In addition, the Audit Committee has reviewed Mr Chows testimonial and appraisal and has noted the absence of any negative feedback from his past employers. On this basis, the Audit Committee is of the opinion that Mr Chow is a suitable candidate to be the Chief Financial Officer. Mr Roy Teo Seng Wah is the Chief Operating Officer of the Manager. Mr Teo has more than 13 years of experience in the real estate industry and various related sectors. Prior to joining the Manager, from March 2005 to September 2012, he was first the Co-head of Business Development and Investment and then the Head of Logistics Portfolio of Ascendas Funds Management (S) Limited (formerly known as Ascendas-MGM Funds Management Limited), where he was responsible for the day-day operations and strategic review of the logistics portfolio worth S$1.3 billion (as at Mar 2012). His responsibilities include formulating the business plans in relation to the logistics portfolio, with a view to maximising the returns for such properties. Mr Teo also spearheaded approximately S$250.0 million worth of built-to-suit projects (such as Pioneer Hub, 90 ALPS Avenue and 15 Changi North Way) and investments to meet Ascendas Real Estate Investment Trusts long-term goals and assisted in exploring regional investments in Japan and China. In addition, Mr Teo was also tasked with managing the property managers for the entire portfolio of Ascendas Real Estate Investment Trust to achieve an efficient and effective operation model on the ground so as to maximise the income potential and minimise the operating expense of the properties. 145

Prior to this, from March 2000 to March 2005, Mr Teo was with Keppel Logistics Pte Ltd. He was the Assistant Manager of Business Development from January 2004 to March 2005 where he reported to the Chief Executive Officer and Executive Director and was responsible for the regional business development activities of Keppel Logistics Pte Ltd and was also tasked with evaluating potential merger and acquisitions opportunities and divestments of certain non-core operations. Prior to his posting as the Assistant Manager of Business Development, he was responsible for all the accounting, finance and taxation activities. Mr Teo holds a Bachelor in Applied Science from Oxford Brookes University and is a affiliated member of the Association of Chartered Certified Accountants. Mr Russell Ng Keh Yang is the Head of Investment and Investor Relations of the Manager. Mr Ng has more than 10 years of experience in the real estate industry and various related sectors. Prior to joining the Manager, from October 2009 to October 2012, Mr Ng held several positions in Mapletree Logistics Trust Management Ltd, most recently as Senior Manager of Investments where he was responsible for business development and new investments across Asia Pacific. In this role, he was heavily involved in the evaluation, negotiation and due diligence of several cross border portfolio acquisition deals. Prior to his re-designation, he was a Manager of Corporate Finance where he was responsible for reviewing investment models, implementing tax efficient structures, procuring debt facilities and handling other corporate finance and treasury related matters. Prior to this and from December 2006 to June 2009, Mr Ng was a Fund Analyst with Goodman Asia Ltd (formerly Macquarie Goodman Asia), where he was responsible for formulating the Goodman Hong Kong Logistics Funds annual performance and projections. He was also responsible for managing the investor relations function including all fund reporting (quarterly and annual reports and handling investor queries, capital management including fund raising initiatives and reviewing the impact of new investments/divestments to the fund. In this role, he successfully originated a new senior debt facility, which facilitated the closing of the funds HKD1.6 billion fund raising initiative in 2008. From 2004 to 2006, Mr Ng held roles in various financial institutions which serviced real estate entities in Australia. From July 2005 to December 2006 he was an Associate in the Property Investment Banking division of Investec Bank Australia Ltd, where he was responsible for procuring mezzanine debt and preferred equity financing on behalf of real estate developers, investors and funds. Prior to this and from January 2004 to July 2005, he was an Assistant Relationship Manager of the Property & Construction Finance department Institutional Banking of ANZ Banking Group Ltd, where he was responsible for procuring senior debt and other banking facilities on behalf of REITs and developers listed on the Australian Securities Exchange. Mr Ng holds a Bachelor of Commerce (Accounting) and Bachelor of Applied Finance from Macquarie University, Sydney, Australia. Mr Fendy Wijaya is the Senior Analyst of the Manager. Prior to joining the Manager, from August 2009 to November 2012, Mr Wijaya was the Portfolio Analyst of LMIRT Management Ltd. (previously known as Lippo-Mapletree Indonesia Retail Trust Management Ltd.), the manager of Lippo Malls Indonesia Retail Trust (previously known as Lippo-Mapletree Indonesia Retail Trust), and was responsible for developing and maintaining asset models to analyse the performance of Lippo Malls Indonesia Retail Trust at the property level. He was also responsible for preparing the quarterly results presentation, press releases, board papers (including, management report, operations report, aging report etc. ). In addition, he was also responsible in assisting the management team in the acquisition of new properties and such responsibility includes evaluation, financial modelling, due diligence, documentation and handover of the property. 146

Mr Wijaya holds a Bachelor of Business (Economics and Finance) from the Royal Melbourne Institute of Technology. Given Mr Shane Hagans satisfactory experience in managing REITs over the last 10 years with entities such as the Manager of Ascendas Real Estate Investment Trust and the Manager of Mapletree Commercial Trust, among others, and in line with Soilbuild REITs focus on the business space sector, the Manager believes that his experience in the industrial, commercial and retail sectors are more than satisfactory. In addition, given that Mr Roy Teo Seng Wah has had more than seven years of experience in managing industrial properties with the manager of Ascendas Real Estate Investment Trust, the Manager is of the view that the management team has sufficient experience to manage the Soilbuild REIT portfolio. List of Present and Past Principal Directorships of Executive Officers A list of the present and past directorships of each executive officer of the Manager over the last five years preceding the Latest Practicable Date is set out in Appendix G, List of Present and Past Principal Directorships of Directors and Executive Officers. Roles of the Executive Officers of the Manager The Chief Executive Officer of the Manager will work with the Board to determine the strategy for Soilbuild REIT. The Chief Executive Officer will also work with the other members of the Management Team (as defined herein) to ensure that Soilbuild REIT operates in accordance with the Managers stated investment strategy. Additionally, the Chief Executive Officer will be responsible for planning the future strategic development of Soilbuild REIT. The Chief Executive Officer is also responsible for strategic planning, the overall day-to-day management and operations of Soilbuild REIT and working with the Managers investment, asset management, financial and legal and compliance personnel in meeting the strategic, investment and operational objectives of Soilbuild REIT. The Chief Financial Officer of the Manager will work with the Chief Executive Officer and the other members of the Management Team to formulate strategic plans for Soilbuild REIT in accordance with the Managers stated investment strategy. The Chief Financial Officer will be responsible for applying the appropriate capital management strategy, including tax and treasury matters, as well as finance and accounting matters, overseeing implementation of Soilbuild REITs short and medium-term business plans, fund management activities and financial condition. The Chief Operating Officer is in charge of the asset management team, which is responsible for formulating the business plans in relation to Soilbuild REITs properties with short, medium and long-term objectives, and with a view to maximising the rental income of Soilbuild REIT. The Chief Operating Officer will ensure that the asset managers work closely with the Property Manager to implement Soilbuild REITs strategies to maximise the income generation potential and minimise the expense base of the properties without compromising their marketability. The asset management team led by the Chief Operating Officer focuses on the operations of Soilbuild REITs properties, the implementation of the short to medium-term objectives of Soilbuild REITs portfolio and supervise the Property Manager in the implementation of Soilbuild REITs propertyrelated strategies including analysing and recommending asset enhancement initiatives. The Head of Investment oversees the investment function and is responsible for identifying, researching and evaluating potential acquisitions and related investments with a view to enhance Soilbuild REITs distribution and capital growth potential, or divestments where a property is no longer strategic, fails to enhance the value of Soilbuild REITs portfolio or fails to be yield accretive.

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The Head of Investor Relations is responsible for facilitating communications and liaison with the Unitholders. This includes producing annual reports to the Unitholders and ensuring compliance by Soilbuild REIT with the reporting requirements under the Listing Manual and the law. The Head of Investor Relations will be responsible for maintaining continuous disclosure and transparent communications with the Unitholders and the market. The Senior Analyst is responsible for providing analytical support to the team in relation to the financial and operational performance of the portfolio. He will analyse financial reports for variance analysis and highlight risks to management. In addition, he will assist with project financial analysis and will be expected to provide guidance and recommendations from a finance perspective to support decision-making. The Senior Analyst will help to prepare presentations and press releases, board papers (such as management reporting, operations report and aging report) and other reports to management and the Directors. Roles and Responsibilities of the Manager The Manager has general powers of management over the assets of Soilbuild REIT. The Managers main responsibility is to manage Soilbuild REITs assets and liabilities for the benefit of Unitholders. The Manager will set the strategic direction of Soilbuild REIT and give recommendations to the Trustee on the acquisition, divestment, development and/or enhancement of assets of Soilbuild REIT in accordance with its stated investment strategy. The Manager has covenanted in the Trust Deed to use its best endeavours to: carry on and conduct its business in a proper and efficient manner; ensure that Soilbuild REITs operations are carried on and conducted in a proper and efficient manner; and conduct all transactions with or for Soilbuild REIT on an arms length basis and on normal commercial terms.

The Manager will prepare property plans on a regular basis, which may contain proposals and forecasts on Gross Revenue, property expenses, capital expenditure, leasing targets and valuations, explanations of major variances to previous forecasts, written commentary on key issues and any relevant assumptions. The purpose of these plans is to explain the performance of Soilbuild REITs properties. The Manager will also be responsible for ensuring compliance with the applicable provisions of the SFA and all other relevant legislation, the Listing Manual, the CIS Code (including the Property Funds Appendix), the Singapore Code on Take-overs and Mergers, the Trust Deed, the CMS Licence, the Tax Approval and any tax rulings and all relevant contracts. The Manager will be responsible for all regular communications with Unitholders. The Manager may require the Trustee to borrow on behalf of Soilbuild REIT (upon such terms and conditions as the Manager deems fit, including the charging or mortgaging of all or any part of the Deposited Property) whenever the Manager considers, among others, that such borrowings are necessary or desirable in order to enable Soilbuild REIT to meet any liabilities or to finance the acquisition of any property. However, the Manager must not direct the Trustee to incur a borrowing if to do so would mean that Soilbuild REITs total borrowings and deferred payments will exceed the limit stipulated by the MAS based on the value of its Deposited Property at the time the borrowing is incurred, taking into account deferred payments (including deferred payments for assets whether to be settled in cash or in Units). 148

In the absence of fraud, gross negligence, wilful default or breach of the Trust Deed by the Manager, it shall not incur any liability by reason of any error of law or any matter or thing done or suffered to be done or omitted to be done by it in good faith under the Trust Deed. In addition, the Manager shall be entitled, for the purpose of indemnity against any actions, costs, claims, damages, expenses or demands to which it may be put as Manager, to have recourse to the Deposited Property or any part thereof save where such action, cost, claim, damage, expense or demand is occasioned by the fraud, gross negligence, wilful default or breach of the Trust Deed by the Manager. The Manager may, in managing Soilbuild REIT and in carrying out and performing its duties and obligations under the Trust Deed, with the written consent of the Trustee, appoint such person to exercise any or all of its powers and discretions and to perform all or any of its obligations under the Trust Deed, provided always that the Manager shall be liable for all acts and omissions of such persons as if such acts and omissions were its own. Managers Fees Under the Trust Deed, the Manager is entitled to receive the following remuneration: a Base Fee of 10.0% per annum of the Annual Distributable Income; and a Performance Fee of 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year.

The Performance Fee is payable if the DPU in any financial year exceeds the DPU in the preceding financial year, notwithstanding that the DPU in the financial year where the Performance Fee is payable may be less than the DPU in any preceding financial year. 1 For the purpose of the computation of the Performance Fee only, the DPU shall be calculated based on all income of Soilbuild REIT arising from the operations of Soilbuild REIT, such as, but not limited to, rentals, interest, dividends, and other similar payments or income arising from the Authorised Investments but shall exclude any one-off income of Soilbuild REIT such as any income arising from any sale or disposal of (i) any Real Estate (whether directly or indirectly through one or more SPVs) or any part thereof, and (ii) any investments forming part of the Deposited Property or any part thereof. 2 For the Forecast Period 2013, the difference in DPU shall be the difference in actual annualised DPU in such financial year with the projected annualised DPU as set out in the Profit Forecast and Profit Projection. The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or a combination of cash and Units (as it may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of the Base Fee and 100.0% of the Performance Fee in the form of Units.

As an illustration, if the DPU is 5.20 cents in Year 1, 5.10 cents in Year 2 and 5.15 cents in Year 3, Performance Fee is payable in relation to Year 3 as the DPU for Year 3 exceeds Year 2, notwithstanding that the DPU for Year 3 is less than the DPU for Year 1. The rationale for computing the DPU in the manner described above is to ensure that the measure of the Managers performance is based on the recurring income of Soilbuild REIT arising from the operations as opposed to one-off income such as a sale or disposal of assets which may skew the DPU in a relevant financial year.

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The Manager is also entitled to: 1.0% of each of the following as is applicable (subject to there being no double-counting): in relation to an acquisition (whether directly or indirectly through one or more SPVs of Soilbuild REIT) of any real estate, the acquisition price of any real estate purchased by Soilbuild REIT, (plus any other payments 1 in addition to the acquisition price made by Soilbuild REIT or its SPVs to the vendor in connection with the purchase of the real estate ( pro-rated if applicable to the proportion of Soilbuild REITs interest); in relation to an acquisition (whether directly or indirectly through one or more SPVs of Soilbuild REIT) of any SPV or holding entity which holds real estate, the underlying value of any real estate which is taken into account when computing the acquisition price payable for the acquisition from the vendor of the equity interests of any vehicle holding directly or indirectly the real estate purchased by Soilbuild REIT, plus any additional payments made by Soilbuild REIT or its SPVs to the vendor in connection with the purchase of such equity interests) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); or the acquisition price of any investment by Soilbuild REIT, whether directly or indirectly through one or more SPVs, in any debt securities of any property corporation or other SPV owning or acquiring real estate;

0.5% of each of the following as is applicable (subject to there being no double-counting): the sale price of any real estate sold or divested, whether directly or indirectly through one or more SPVs, by Soilbuild REIT (plus any other payments2 in addition to the sale price received by Soilbuild REIT or its SPVs from the purchaser in connection with the sale or divestment of the real estate) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); the underlying value of any real estate which is taken into account when computing the sale price for such real estate, sold or divested, whether directly or indirectly through one or more SPVs, by Soilbuild REIT (plus any other payments 1 in addition to the sale price received by Soilbuild REIT or its SPVs from the purchaser in connection with the sale or divestment of the real estate) ( pro-rated if applicable to the proportion of Soilbuild REITs interest); or the sale price of any investment by Soilbuild REIT, whether directly or indirectly through one or more SPVs, in any debt securities of any property corporation or other SPVs owning or acquiring real estate.

No acquisition fee is payable for the acquisition of the Properties. In accordance with the CIS Code, where the Manager receives a percentage-based fee when Soilbuild REIT acquires real estate from an interested party (as defined in the Property Funds Appendix), or disposes of real

Other payments refer to additional payments to the vendor of the asset, for example, where the vendor has already made certain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the acquisition price as the asset enhancements are not completed, but other payments do not include stamp duty or other payments to third party agents and brokers. Other payments refer to additional payments to Soilbuild REIT or its SPVs for the sale of the asset, for example, where Soilbuild REIT or its SPVs have already made certain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the sale price as the asset enhancements are not completed, but other payments do not include stamp duty or other payments to third party agents and brokers.

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estate to an interested party, the acquisition or, as the case may be, the divestment fee should be in the form of Units issued at prevailing market prices, such Units not to be sold within one year from the date of issuance. Any payment to third party agents or brokers in connection with the acquisition or divestment of any real estate of Soilbuild REIT shall be paid by the Manager to such persons out of the Deposited Property or the assets of the relevant SPV, and not out of the acquisition fee or the divestment Fee received or to be received by the Manager. The acquisition fee, divestment fee and development management fee are payable to the Manager in the form of cash and/or Units (as the Manager may elect) at the then prevailing market price provided that in respect of any acquisition and sale or divestment of real estate assets from/to interested parties, such a fee should be in the form of Units issued by Soilbuild REIT at prevailing market price(s). Any increase in the maximum permitted level of the Managers acquisition fee, divestment fee or development management fee must be approved by an Extraordinary Resolution passed at a Unitholders meeting duly convened and held in accordance with the provisions of the Trust Deed. The Manager is also entitled to a development management fee equivalent to 3.0% of the total project costs 1 incurred in Development Projects undertaken and managed by the Manager on the behalf of Soilbuild REIT. Soilbuild REIT will only undertake development activities within the limits of the Property Funds Appendix 2. When the estimated total project costs are greater than S$100.0 million, the Trustee and the Managers independent directors will first review and approve the quantum of the development management fee, whereupon the Manager may be directed by its independent directors to reduce the development management fee. Further, in cases where the market pricing for comparable services is, in the Managers view, materially lower, the independent directors of the Manager shall have the right to direct a reduction of the development management fee to less than 3.0% of the total project costs.

Total project costs is defined in the Trust Deed to mean the sum of the following: (i) (ii) construction cost based on the project final account prepared by the project quantity surveyor or issued by the appointed contractor; land costs (including purchase price and differentiated premium or development charge where applicable). For land acquired on a land rent basis, only the total amount of land rent payable during the development period will be included. For redevelopment of existing properties, land cost refers to all costs associated with land such as any payment of additional premium or amounts to the regulatory authorities in connection with the redevelopment, but does not include the value of the land; principal consultants fees, including payments to the projects architect, civil and structural engineer, M&E engineer, quantity surveyor and project manager; the cost of obtaining all approvals for the project; site staff costs; interest costs on borrowings used to finance project cash flows that are capitalised to the project in line with generally accepted accounting practices in Singapore; and any other costs including contingency expenses which meet the definition of total project costs and can be capitalised to the project in accordance with generally accepted accounting practices in Singapore.

(iii) (iv) (v) (vi) (vii) 2

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

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 Development Project means a project involving the development or redevelopment of land, or buildings, or part(s) thereof on land which is acquired, held or leased by Soilbuild REIT, provided always that the Property Funds Appendix shall be complied with for the purposes of such development, but does not include refurbishment, retrofitting and renovations, save for works that result in additional GFA. For the avoidance of doubt, no acquisition fee shall be paid when the Manager receives the development management fee for a Development Project. Lease Management Agreement The Lease Management Agreement is for a term of 10 years. Following the expiry of 10 years, a new Lease Management Agreement would be entered into and the terms of which would be negotiated on an arms length basis. There is no automatic renewal for the Lease Management Agreement. Any new Lease Management Agreement entered thereafter with a Related Party (as defined herein) will be in accordance with the procedure set out in The Manager and Corporate Governance Related Party Transactions. A lease management fee of 1.0% per annum of Gross Revenue of each property is also payable to the Manager. The Manager may elect to receive the lease management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of the lease management fees in the form of Units. The Manager is also entitled to the following Lease Renewal Commissions: (a) (b) 0.5 months gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; one months gross rent inclusive of service charge, for securing a tenancy of five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years; and an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of 1.5 months gross rent inclusive of service charge.

(c) (d)

(e)

The Manager will not receive a fee for securing a tenancy of less than six months. The Manager may elect to receive the Lease Renewal Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine).The Lease Renewal Commissions are payable when an existing tenant extends its lease beyond its initial lease term whereas the Marketing Services Commission is payable for the securing of new leases. For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Lease Management Fee or Lease Renewal Commissions will be payable in relation to Solaris.

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The Lease Management Agreement is for a term of 10 years. Following the expiry of 10 years, a new Lease Management Agreement would be entered into and the terms of which would be negotiated on an arms length basis. There is no automatic renewal for the Lease Management Agreement. If the new Lease Management Agreement is entered into with a Related Party, the entry into of such Lease Management Agreement will be in accordance with the procedure set out in The Manager and Corporate Governance Related Party Transactions. Retirement or Removal of the Manager The Manager shall have the power to retire in favour of a corporation approved by the Trustee to act as the manager of Soilbuild REIT. Also, the Manager may be removed by notice given in writing by the Trustee if: the Manager goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Trustee) or a receiver is appointed over its assets or a judicial manager is appointed in respect of the Manager; the Manager ceases to carry on business; the Manager fails or neglects after reasonable notice from the Trustee to carry out or satisfy any material obligation imposed on the Manager by the Trust Deed; the Unitholders by an Ordinary Resolution (as defined herein) duly proposed and passed by Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, with no Unitholder (including the Manager and its Related Parties) being disenfranchised, vote to remove the Manager; for good and sufficient reason, the Trustee is of the opinion, and so states in writing, that a change of the Manager is desirable in the interests of the Unitholders; or the MAS directs the Trustee to remove the Manager.

Where the Manager is removed on the basis that a change of the Manager is desirable in the interests of the Unitholders, the Manager has a right under the Trust Deed to refer the matter to arbitration. Any decision made pursuant to such arbitration proceedings is binding upon the Manager, the Trustee and all Unitholders. THE PROPERTY MANAGER SB Property Services Pte. Ltd. has been appointed as property manager of Soilbuild REITs properties. The Property Manager is a wholly-owned subsidiary of the Sponsor, and was incorporated in Singapore under the Companies Act on 8 March 2005. Its registered office is located at 25 Changi South Street 1, SB Building, Singapore 486059. The Property Manager is led by Ms Leo Jee Lin who joined Soilbuild in 1984. Ms Leo is responsible for the daily operation of Property Management, Sales and Marketing and Lease Administration of the Sponsor Groups properties and is supported by an experienced team of staff across these functions. The Head of Property Management, Mr Steven Leow, also has over 20 years of experience in operations, maintenance, development and construction in the real estate and infrastructurerelated industries. His previous employment was with Ascendas Services Pte Ltd as Head of Property Management managing both business space for Ascendas Real Estate Investment Trust 153

and Ascendas Land. During his tenure, he successfully completed several asset enhancement and development projects. As Head of Property Management, he leads a team of over 25 technical specialists to manage existing buildings owned by Soilbuild REIT and the Sponsor Group. Ms Teh Sea Jye and Mr Gerald Ong are the Co-heads of the Sales and Marketing Division with 13 years and 7 years of experience respectively in the real estate industry. They are responsible for the Marketing activities within the Sponsor Group. Each of Ms Leo Jee Lin, Mr Steven Leow, Ms Teh Sea Jye and Mr Gerald Ong are employed on a full time basis by the Property Manager and do not hold any other concurrent positions in the Soilbuild Group. With a strong team in place, the Manager is of the view that the Property Manager is well equipped to successfully manage the business space assets of Soilbuild REIT. Property Management Agreement The Property Management Agreement is for a term of 10 years. Following the expiry of 10 years, a new Property Management Agreement would be entered into and the terms of which would be negotiated on an arms length basis. There is no automatic renewal for the Property Management Agreement. If the new Property Management Agreement is entered into with a Related Party, the entry into of such Property Management Agreement will be in accordance with the procedure set out in The Manager and Corporate Governance Related Party Transactions. The Property Manager is entitled to, on each property of Soilbuild REIT located in Singapore under its management, a property management fee of 2.0% per annum of Gross Revenue of each property. Notwithstanding that the Master Leased Properties will be leased under either a triple net lease and double net lease structures whereby the management of such properties are undertaken by the lessees, in line with market practice, the property management fee is still payable to the Property Manager given that the Property Manager would still be required to regularly inspect the properties under their purview to ensure the properties are maintained and managed in accordance to the lessees obligations which are stipulated in the Master Lease Agreements. The Manager may elect to pay the property management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For the Forecast Period 2013 and the Projection Year 2014, the Manager has elected to pay 100.0% of the property management fee in the form of Units. For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no property management fee will be payable in relation to Solaris. The Property Manager is entitled to the following Marketing Services Commissions: (a) (b) one months gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; two months gross rent inclusive of service charge, for securing a tenancy of five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years;

(c) (d)

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(e)

an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of three months gross rent inclusive of service charge.

The Property Manager will not receive a fee for securing a tenancy of less than six months. If a third party agent secures a tenancy, the Manager shall pay the marketing services commission to the Property Manager, and the Property Manager shall then pay all of such marketing services commission to the third party agent. The Property Manager shall only be entitled to an administrative charge of 20.0% of the marketing services commissions payable to such third party agent over and above what was paid to the third party agent. The Property Manager shall not, without the consent of the Manager, pay the third party agent a market services commission which is lower than what the Property Manager receives. For the avoidance of doubt, in the event that the Property Manager agrees to pay the third party agent a market services commission that exceeds the marketing services commission it receives, the Property Manager is not entitled to any additional market services commission. The Manager may elect to pay the Marketing Services Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Marketing Services Commissions for new leases will be payable in relation to Solaris. In respect of the project management services to be provided by the Property Manager for a property of Soilbuild REIT (if not prohibited by the Property Funds Appendix or if otherwise permitted by the MAS), the Property Manager is entitled to a project management fee based on the following for any development, re-development, refurbishment, retrofitting, addition and alteration or renovation works to the relevant property: where the construction costs 1 are S$2.0 million or less, a fee of 3.0% of the construction costs; where the construction costs exceed S$2.0 million but do not exceed S$12.0 million, a fee of 2.15% of the construction costs or S$60,000, whichever is the higher; where the construction costs exceed S$12.0 million but do not exceed S$40.0 million, a fee of 1.45% of the construction costs or S$258,000, whichever is the higher; where the construction costs exceed S$40.0 million but do not exceed S$70.0 million, a fee of 1.4% of the construction or S$580,000, whichever is the higher; where the construction costs exceed S$70.0 million but do not exceed S$100.0 million, a fee of 1.35% of the construction costs or S$980,000, whichever is the higher; and where the construction costs exceed S$100.0 million, a fee to be mutually agreed by the Manager, the Trustee and the Property Manager,

The Manager may elect to pay the Project Management Fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine).

Construction costs will be incurred where the Property Manager undertakes asset enhancement initiatives and such costs will typically include the cost of all labour, materials and fixtures supplied by the contractor and the sub-contractors, the cost incurred in obtaining the required approvals, licences and permits from the authorities in connection with the proposed construction and the fees payable to the professionals and consultants (such as architects, structural engineers and interior designers).

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In addition to its fees, the Property Manager will be fully reimbursed for certain costs as set out below. Reimbursable Amounts In addition to its fees, the Property Manager will be reimbursed for each property under its management for the following: Reimbursable Employment Costs The Trustee shall reimburse the salary of the employees of the Property Manager (approved by the Manager) engaged solely for site supervision of the properties (such costs are part of the annual business plan and budget approved by the Trustee on the recommendation of the Manager or otherwise agreed between the Trustee and the Manager). Reimbursable Advertising Costs The Trustee shall reimburse the Property Manager for the cost of advertising incurred by the Property Manager in relation to the promotion of leasing for the property provided that prior approval of the Manager for such cost incurred has been obtained. Reimbursable Customer Care Costs The Trustee shall reimburse the Property Manager for the cost of customer care incurred by the Property Manager in relation to tenants of the property provided that prior approval of the Manager for such cost incurred has been obtained. Project Management Expenses In connection with the provision of project management services, the Trustee, on the recommendation of the Manager, shall reimburse the Property Manager for certain costs, including overseas traveling and accommodation expenses, provided that such costs shall have been pre-approved by the Trustee, on the recommendation of the Manager and shall be supported, where available, by vouchers, receipts and other documentary evidence, and provided further, that such costs shall be in accordance with the budget (if any) which may have been approved by the Trustee for the project in connection with or arising from which the costs were incurred. In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral from Soilbuild REIT for the period of five years while this arrangement is in force. In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager for the period of five years while this arrangement is in force.

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ANNUAL REPORTS An annual report will be issued by the Manager to Unitholders within the timeframe as set out in the Listing Manual and the CIS Code, and at least 14 days before the annual general meeting of the Unitholders, containing, among others, the following key items: (i) if applicable, with respect to investments other than real property: (a) (b) (c) (d) (e) (f) (g) (ii) a brief description of the business; proportion of share capital owned; cost; (if relevant) Directors valuation and in the case of listed investments, market value; dividends received during the year (indicating any interim dividends); dividend cover or underlying earnings; net assets attributable to investments;

amount of distributable income held pending distribution;

(iii) the aggregate value of all transactions entered into by the Trustee (for and on behalf of Soilbuild REIT) with an interested party or with an interested person (as defined in the Listing Manual) during the financial year under review; (iv) total amount of fees paid to the Trustee; (v) name of the manager of Soilbuild REIT, together with an indication of the terms and duration of its appointment and the basis of its remuneration;

(vi) total amount of fees paid to the Manager and the price(s) of the Units at which they were issued in part payment thereof; (vii) total amount of fees paid to the Property Manager; (viii) the NAV of Soilbuild REIT at the beginning and end of the financial year under review; (ix) the following items which are required to be disclosed in the Property Funds Appendix (as may be amended from time to time) for annual reports: (a) details of all real estate transactions entered into during the year, including the identity of the buyers or sellers, purchase or sale prices, and their valuations (including the methods used to value the assets); details of all of Soilbuild REITs real estate assets, including the location of such assets, their purchase prices and latest valuations, rentals received and occupancy rates, or the remaining terms of Soilbuild REITs leasehold properties, where applicable;

(b)

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(c)

the tenant profile of Soilbuild REITs real estate assets, including the: (A) (B) total number of tenants; top 10 tenants, and the percentage of total gross rental income attributable to each of these top 10 tenants;

(C) trade sector mix of tenants, in terms of the percentage of total gross rental income attributable to major trade sectors; and (D) lease maturity profile, in terms of the percentage of total gross rental income, for each of the next five years; (d) in respect of the other assets of Soilbuild REIT, details of the: (A) 10 most significant holdings (including the amount and percentage of fund size at market valuation); and distribution of investments in dollar and percentage terms by country, asset class (e.g. equities, mortgage-backed securities, bonds, etc.) and by credit rating of all debt securities (e.g. AAA, AA, etc.);

(B)

(e)

details of Soilbuild REITs exposure to financial derivatives, including the amount (i.e. net total aggregate value of contract prices) and percentage of derivatives investment of total fund size and at market valuation; details of Soilbuild REITs investment in other property funds, including the amount and percentage of total fund size invested in; details of borrowings of Soilbuild REIT; details of deferred payment arrangements entered into by Soilbuild REIT, if applicable; the total operating expenses of Soilbuild REIT, including all fees and charges paid to the manager, adviser and interested parties, if any, and taxation incurred in relation to Soilbuild REITs real estate assets; the performance of Soilbuild REIT in a consistent format, covering various periods of time (e.g. 1-year, 3-year, 5-year or 10-year) whereby: (A) in the case where Soilbuild REIT is unlisted, such performance is calculated on an offer to bid basis over the period; or in the case where Soilbuild REIT is listed, such performance is calculated on the change in the unit price transacted on the stock exchange over the period;

(f)

(g) (h) (i)

(j)

(B)

(k) (l)

its NAV per unit at the beginning and end of the financial year; and where Soilbuild REIT is listed, the Unit price quoted on the SGX-ST at the beginning and end of the financial year, the highest and lowest Unit price and the volume traded during the financial year; and

(x)

such other items which may be required to be disclosed under the prevailing applicable laws, regulations and rules.

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The first report will cover the period from the Listing Date to 31 December 2013. Additionally, Soilbuild REIT will announce its NAV on a quarterly basis. Such announcements will be based on the latest available valuation of Soilbuild REITs real estate and real estate-related assets, which will be conducted at least once a year (as required under the Property Funds Appendix). CORPORATE GOVERNANCE OF THE MANAGER The following outlines the main corporate governance practices of the Manager. Board of Directors of the Manager The Board is responsible for the overall corporate governance of the Manager including establishing goals for management and monitoring the achievement of these goals. The Manager is also responsible for the strategic business direction and risk management of Soilbuild REIT. All Board members participate in matters relating to corporate governance, business operations and risks, financial performance, and the nomination and review of the Directors. The Board will have in place a framework for the management of the Manager and Soilbuild REIT, including a system of internal audit and control and a business risk management process. The Board consists of six members, three of whom are independent directors. None of the Directors has entered into any service contract with Soilbuild REIT. The composition of the Board is determined using the following principles: the Chairman of the Board should be a non-executive director of the Manager; the Board should comprise directors with a broad range of commercial experience including expertise in funds management, legal matters, audit and accounting and the property industry; and at least one third of the Board should comprise independent directors.

However, according to Guideline 2.2 of the Code of Corporate Governance 2012, at least half of the Board should comprise independent directors where: the Chairman and the Chief Executive Officer is the same person; the Chairman and the Chief Executive Officer are immediate family members; the Chairman is part of the Management Team; or the Chairman is not an independent director.

The composition will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. Audit Committee The Audit Committee is appointed by the Board from among the Directors and is composed of three members, a majority of whom (including the Chairman of the Audit Committee) are required to be independent directors. As at the date of this Prospectus, the members of the Audit Committee are Mr Chong Kie Cheong, Mr Benedict Andrew Lim Wee Yong and Mr Michael Ng

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Seng Tat. Mr Benedict Andrew Lim Wee Yong has been appointed as the Chairman of the Audit Committee. All members of the Audit Committee are independent directors and all of them are resident in Singapore. The role of the Audit Committee is to monitor and evaluate the effectiveness of the Managers internal controls. The Audit Committee also reviews the quality and reliability of information prepared for inclusion in financial reports, and is responsible for the nomination of external auditors and reviewing the adequacy of external audits in respect of cost, scope and performance. The Audit Committees responsibilities also include: monitoring the procedures established to regulate Related Party Transactions, including ensuring compliance with the provisions of the Listing Manual relating to interested person transactions (as defined therein) and the provisions of the Property Funds Appendix relating to interested party transactions (as defined therein) (both such types of transactions constituting Related Party Transactions ); reviewing transactions constituting Related Party Transactions; deliberating on conflicts of interest situations involving Soilbuild REIT, including situations where the Directors, controlling shareholder of the Manager and Associates are involved in the management of or have shareholding interests in similar or related business as the Manager, and in such situations, the Audit Committee will monitor the investments by these individuals in Soilbuild REITs competitors and will make an assessment whether there is any potential conflict of interest; reviewing external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by the management; reviewing arrangements by which staff and external parties may, in confidence, raise probable improprieties in matters of financial reporting or other matters, with the objective that arrangements are in place for the independent investigation of such matters and for appropriate follow up action; reviewing internal audit reports at least twice a year to ascertain that the guidelines and procedures established to monitor Related Party Transactions have been complied with; ensuring that the internal audit and accounting function is adequately resourced and has appropriate standing with Soilbuild REIT; the appointment, re-appointment or removal of internal auditors (including the review of their fees and scope of work); monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manual and the Property Funds Appendix; reviewing the appointment, re-appointment or removal of external auditors; reviewing the nature and extent of non-audit services performed by external auditors; reviewing, on an annual basis, the independence and objectivity of the external auditors; meeting with external and internal auditors, without the presence of the executive officers, at least on an annual basis;

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reviewing the system of internal controls including financial, operational, compliance controls and risk management processes; reviewing the financial statements and the internal audit report; reviewing and providing their views on all hedging policies and instruments to be implemented by Soilbuild REIT to the Board; reviewing and approving the procedures for the entry into of any foreign exchange hedging transactions and monitoring the implementation of such policy, including reviewing the instruments, processes and practices in accordance with the policy for entering into foreign exchange hedging transactions; investigating any matters within the Audit Committees terms of reference, whenever it deems necessary; and reporting to the Board on material matters, findings and recommendations.

Compliance Officer The Manager has outsourced the role of the compliance officer to to Mr Lim Yeow Hwee, financial controller of the Sponsor. The compliance officer will report to the Chief Executive Officer and the Board, and his duties include: (i) updating employees of the Manager on compliance requirements under the SFA, the CIS Code (including the Property Funds Appendix), the Listing Manual and all applicable laws, regulations and guidelines; preparing returns to the MAS as required under the SFA;

(ii)

(iii) highlighting any deficiencies or making recommendations with respect to the Managers compliance processes; (iv) assisting in the application process for the appointment of new directors to the Board; and (v) assisting in any other matters concerning compliance with the SFA, the CIS Code (including the Property Funds Appendix), the Listing Manual and all applicable laws, regulations and guidelines, which include, among others, advising the Directors and CEO on dealings in Units.

The Manager believes that Mr Lim Yeow Hwee is appropriately qualified to handle the compliance role for Soilbuild REIT due to the following: his experience as an auditor gives him a good understanding of the accounting standards, regulatory requirements and issues relating to risk and compliance; his exposure to listed real estate companies in Singapore. This provides him a good understanding of the SGX-ST listing requirements as well as the SFA. Mr Lim was actively involved in the delisting of Soilbuild Group Holdings from the SGX-ST; his academic qualifications and memberships of the Institute of Certified Public Accountants of Singapore and the Association of Chartered Certified Accountants place him in good stead to successfully handle the role of compliance officer; and

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his past experience at ABR Holdings Ltd (which is not a real estate company but is a listed company), involved duties such as reporting to SGX-ST, compliance with SGX-ST listing rules and liaising with the company secretary on the corporate compliance matters.

Dealings in Units Each Director and the Chief Executive Officer of the Manager is to give notice to the Manager of his acquisition of Units or of changes in the number of Units which he holds or in which he has an interest, within two business days after such acquisition or the occurrence of the event giving rise to changes in the number of Units which he holds or in which he has an interest. All dealings in Units by the Directors and the Chief Executive Officer will be announced via SGXNET, with the announcement to be posted on the internet at the SGX-ST website: http://www.sgx.com. The Directors and employees of the Manager are encouraged, as a matter of internal policy, to hold Units but are prohibited from dealing in the Units: in the period commencing one month before the public announcement of Soilbuild REITs annual results and property valuations, and two weeks before the public announcement of Soilbuild REITs quarterly results and ending on the date of announcement of the relevant results or, as the case may be, property valuations; and at any time while in possession of price sensitive information.

The directors and employees of the Manager are also prohibited from communicating price sensitive information to any person. Pursuant to Section 137ZC of the SFA, the Manager is required to, inter alia , announce to the SGX-ST the particulars of any acquisition or disposal of interest in Units by the Manager as soon as practicable, and in any case no later than the end of the business day following the day on which the Manager became aware of the acquisition or disposal. In addition, all dealings in Units by the Directors and Chief Executive Officer will also need to be announced by the Manager via SGXNET, with the announcement to be posted on the internet at the SGX-ST website http://www.sgx.com and in such form and manner as the MAS may prescribe. (See The Formation and Structure of Soilbuild Business Space REIT Declaration of Unitholdings for further details.) Management of Business Risk The Board will meet quarterly, or more often if necessary, and will review the financial performance of the Manager and Soilbuild REIT against a previously approved budget. The Board will also review the business risks of Soilbuild REIT, examine liability management and act upon any comments from the auditors of Soilbuild REIT. The Manager has appointed experienced and well-qualified management personnel to handle the day-to-day operations of the Manager and Soilbuild REIT. In assessing business risk, the Board will consider the economic environment and risks relevant to the property industry. It reviews management reports and feasibility studies on individual investment projects prior to approving major transactions. The management meets regularly to review the operations of the Manager and Soilbuild REIT and discuss any disclosure issues.

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The Manager has also provided an undertaking to the SGX-ST that: (i) the Manager will make periodic announcements on the use of the proceeds from the Offering as and when such proceeds are materially disbursed and provide a status report on the use of such proceeds in the annual report; in relation to foreign exchange hedging transactions (if any) (a) the Manager will seek the approval of its board on the policy for entering into any such transactions, (b) the Manager will put in place adequate procedures which must be reviewed and approved by the Audit Committee and (c) the Audit Committee will monitor the implementation of such policy, including reviewing the instruments, processes and practices in accordance with the policy approved by the Board;

(ii)

(iii) the Audit Committee will review and provide their views on all hedging policies and instruments (if any) to be implemented by Soilbuild REIT to the Board, and the trading of such financial and foreign exchange instruments will require the specific approval of the Board. Potential Conflicts of Interest The Manager has also instituted the following procedures to deal with potential conflicts of interest issues: The Manager will not manage any other REIT which invests in the same type of properties as Soilbuild REIT. All key executive officers will be working exclusively for the Manager and will not hold other executive positions in other entities. All resolutions in writing of the Directors in relation to matters concerning Soilbuild REIT must be approved by at least a majority of the Directors, including at least one independent director. At least one third of the Board shall comprise independent directors, except that in certain stipulated circumstances, half of the Board shall comprise independent directors (see The Manager and Corporate Governance Corporate Governance of the Manager Board of Directors of the Manager). In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or indirect, any nominees appointed by the Sponsor and/or its subsidiaries to the Board to represent their interests will abstain from deliberation and voting on such matters. For such matters, the quorum must comprise a majority of the independent directors and must exclude nominee directors of the Sponsor and/or its subsidiaries. It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of Soilbuild REIT with a Related Party of the Manager, the Manager shall be obliged to consult with a reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm is of the opinion that the Trustee, on behalf of Soilbuild REIT, has a prima facie case against the party allegedly in breach under such agreement, the Manager shall be obliged to take appropriate action in relation to such agreement. The Directors (including its independent directors) will have a duty to ensure that the Manager so complies. Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware of any breach of any agreement entered into by the Trustee for and on behalf of Soilbuild REIT with a Related Party of the 163

Manager and the Trustee may take such action as it deems necessary to protect the rights of Unitholders and/or which is in the interests of Unitholders. Any decision by the Manager not to take action against a Related Party of the Manager shall not constitute a waiver of the Trustees right to take such action as it deems fit against such Related Party. The Manager will ensure that the Property Manager puts in place the necessary procedures to prevent the unauthorised disclosure or use of confidential information relating to Soilbuild REIT to the Sponsor Group.

Sponsor Non-Compete Undertaking For the purpose of any potential conflicts of interest, the Sponsor has provided an undertaking to the Trustee that for so long as: (a) the Sponsor and/or any of its related corporations, alone or in aggregate, remains as a controlling shareholder of the manager of Soilbuild REIT; and the Sponsor and/or any of its related corporations, alone or in aggregate, remains as a controlling unitholder of Soilbuild REIT,

(b)

the Sponsor will not set up another listed or private fund with the same investment mandate and risk-return profile as Soilbuild REIT. For the purposes of this undertaking provided by the Sponsor: a controlling shareholder means a person who (i) holds directly or indirectly 15.0% or more of the total number of issued shares of the company or (ii) in fact exercises control over the company a controlling unitholder in relation to a REIT means: a person who holds directly or indirectly 15.0% or more of the nominal amount of all voting units in the REIT; or in fact exercises control over the REIT.

RELATED PARTY TRANSACTIONS The Managers Internal Control System The Manager has established an internal control system to ensure that all future Related Party Transactions: will be undertaken on normal commercial terms; and will not be prejudicial to the interests of Soilbuild REIT and the Unitholders.

As a general rule, the Manager must demonstrate to its Audit Committee that such transactions satisfy the foregoing criteria. This may entail: obtaining (where practicable) quotations from parties unrelated to the Manager; or obtaining two or more valuations from independent professional valuers (in compliance with the Property Funds Appendix).

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The Manager will maintain a register to record all Related Party Transactions which are entered into by Soilbuild REIT and the bases, including any quotations from unrelated parties and independent valuations, on which they are entered into. The Manager will also incorporate into its internal audit plan a review of all Related Party Transactions entered into by Soilbuild REIT. The Audit Committee shall review the internal audit reports at least twice a year to ascertain that the guidelines and procedures established to monitor Related Party Transactions have been complied with. The Trustee will also have the right to review such audit reports to ascertain that the Property Funds Appendix has been complied with. The following procedures will be undertaken: transactions (either individually or as part of a series or if aggregated with other transactions involving the same Related Party during the same financial year) equal to or exceeding S$100,000 in value but below 3.0% of the value of Soilbuild REITs net tangible assets will be subject to review by the Audit Committee at regular intervals; transactions (either individually or as part of a series or if aggregated with other transactions involving the same Related Party during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value of Soilbuild REITs net tangible assets will be subject to the review and prior approval of the Audit Committee. Such approval shall only be given if the transactions are on normal commercial terms and not prejudicial to the interests of Soilbuild REIT and its Unitholders and are consistent with similar types of transactions made by the Trustee with third parties which are unrelated to the Manager; and transactions (either individually or as part of a series or if aggregated with other transactions involving the same Related Party during the same financial year) equal to or exceeding 5.0% of the value of Soilbuild REITs net tangible assets will be reviewed and approved prior to such transactions being entered into, on the basis described in the preceding paragraph, by the Audit Committee which may, as it deems fit, request advice on the transaction from independent sources or advisers, including the obtaining of valuations from independent professional valuers. Furthermore, under the Listing Manual and the Property Funds Appendix, such transactions would have to be approved by the Unitholders at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed.

Where matters concerning Soilbuild REIT relate to transactions entered into or to be entered into by the Trustee for and on behalf of Soilbuild REIT with a Related Party of the Manager (which would include relevant Associates thereof) or Soilbuild REIT, the Trustee is required to consider the terms of such transactions to satisfy itself that such transactions are conducted: on normal commercial terms; are not prejudicial to the interests of Soilbuild REIT and the Unitholders; and are in accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to the transaction in question.

The Trustee has the discretion under the Trust Deed to decide whether or not to enter into a transaction involving a Related Party of the Manager or Soilbuild REIT. If the Trustee is to sign any contract with a Related Party of the Manager or Soilbuild REIT, the Trustee will review the contract to ensure that it complies with the requirements relating to interested party transactions in the Property Funds Appendix (as may be amended from time to time) and the provisions of the Listing Manual relating to interested person transactions (as may be amended from time to time) as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to apply to REITs.

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Save for the transactions described under Related Party Transactions in Connection with the Setting Up of Soilbuild REIT and Exempted Agreements, Soilbuild REIT will comply with Rule 905 of the Listing Manual by announcing any interested person transaction in accordance with the Listing Manual if such transaction, by itself or when aggregated with other interested person transactions entered into with the same interested person during the same financial year, is 3.0% or more of Soilbuild REITs latest audited net tangible assets. The aggregate value of all Related Party Transactions which are subject to Rules 905 and 906 of the Listing Manual in a particular financial year will be disclosed in Soilbuild REITs annual report for that financial year. Role of the Audit Committee for Related Party Transactions The Audit Committee will periodically review all Related Party Transactions to ensure compliance with the Managers internal control system, the relevant provisions of the Listing Manual, and the Property Funds Appendix. The review will include the examination of the nature of the transaction and supporting documents or such other data deemed necessary by the Audit Committee. If a member of the Audit Committee has an interest in a transaction, he is to abstain from participating in the review and approval process in relation to that transaction. Related Party Transactions in Connection with the Setting up of Soilbuild REIT and the Offering The Trustee, on behalf of Soilbuild REIT, has entered or will enter into a number of transactions with the Manager and certain related parties of the Manager in connection with the setting up of Soilbuild REIT. These Related Party Transactions are as follows: The Trustee has entered into the Trust Deed with the Manager. The terms of the Trust Deed are generally described in The Formation and Structure of Soilbuild Business Space REIT. The Trustee and the Manager have entered into the property management agreement with the Property Manager (the Property Management Agreement ) for the operation, maintenance, management and marketing of properties of Soilbuild REIT by the Property Manager from time to time. These agreements are more particularly described in Certain Agreements Relating to Soilbuild Business Space REIT and the Properties Property Management Agreement. The Property Manager is staffed by employees with relevant experience and expertise and therefore the Manager considers that the Property Manager has the necessary expertise and resources to perform the property management, project management and marketing services for the Properties. The Manager believes that the Property Management Agreement is made on normal commercial terms and is not prejudicial to the interests of Soilbuild REIT and the Unitholders. The Trustee and the Manager have entered into the Lease Management Agreement for the lease management of properties of Soilbuild REIT by the Manager from time to time. These agreements are more particularly described in Certain Agreements Relating to Soilbuild Business Space REIT and the Properties Lease Management Agreement. The Trustee will on completion of the acquisition of Solaris on the Listing Date enter into the Master Lease with the Sponsor Master Lessee to lease Solaris. This agreement is more particularly described in Certain Agreements Relating to Soilbuild Business Space REIT and the Properties Sale and Purchase Agreements and Lease Agreements Solaris. 166

The Manager believes that the Sponsor Master Lease is made on normal commercial terms and is not prejudicial to the interests of Soilbuild REIT and the Unitholders. The Trustee has entered into the sale and purchase agreements relating to the acquisition of the Sponsor Properties (the Sponsor Sale and Purchase Agreements ) with the respective Vendors as described in Certain Agreements relating to Soilbuild Business Space REIT and the Properties Sale and Purchase Agreements and Lease Agreements. The Manager believes that the Sponsor Sale and Purchase Agreements are made on normal commercial terms and are not prejudicial to the interests of Soilbuild REIT and the Unitholders. SB (Westpark) Investment Pte. Ltd. has entered into 17 separate lease agreements with SB Storage Pte. Ltd., a wholly-owned subsidiary of the Sponsor, in relation to the lease of 71,979 sq ft of space in West Park BizCentral (the SB Storage Leases ). The Trustee will on completion of the acquisition of West Park BizCentral on the Listing Date take an assignment over the SB Storage Leases. The Manager believes that the SB Storage Leases are made on normal commercial terms and are not prejudicial to the interests of Soilbuild REIT and the Unitholders. The rentals payable for these are S$1.70 psf per month which is in line with the medium market rental in the Boon Lay planning area of S$1.70 psf per month (based on the Independent Market Research Consultant). SB (Westpark) Investment Pte. Ltd. has entered into an agreement for lease with SB Storage Pte. Ltd. in relation to the lease of 234,106 sq ft of space in West Park BizCentral which is currently tenanted to DB Schenker under separate tenancy agreements expiring in 2014 and 2015 (the Agreement for Lease ). Pursuant to the Agreement for Lease, in the event any tenancy of any of the said space is not renewed by DB Schenker when the same expires in 2014 or 2015, SB (Westpark) Investment Pte. Ltd will grant and SB Storage Pte. Ltd. will accept a tenancy in respect of such space. The Trustee will on completion of the acquisition of West Park BizCentral on Listing Date take an assignment of the Agreement for Lease. The Manager believes that the Agreement for Lease is made on normal commercial terms and is not prejudicial to the interests of Soilbuild REIT and the Unitholders. The rentals payable under any tenancy granted to SB Storage Pte. Ltd. pursuant to the Agreement for Lease are S$1.55 psf per month and S$1.60 psf per month for the first year and second year of such tenancy respectively. The Manager believes that such rental is acceptable as it reflects the fact that (i) the space taken up is large and it is not uncommon for tenants who take up such large space to be able to lease it at a rental which is lower compared to a tenant who takes up a smaller space and (ii) these areas are not equipped with air-conditioning (as compared to the areas taken up pursuant to the SB Storage Leases which comes equipped with air-conditioning). Save as disclosed in this Prospectus, the Trustee has not entered into any other transactions with (i) the Manager or any Related Party of the Manager, (ii) the Property Manager in connection with the setting up of Soilbuild REIT or (iii) the Master lessees in connection with the setting up of Soilbuild REIT. Lease Management Agreement The term of the Lease Management Agreement is 10 years from the Listing Date.

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In respect of lease management services to be provided by the Manager for each property under its management (including each subsequently acquired property which are managed by the Manager), the Manager shall be entitled to receive from the Trustee: a lease management fee of 1.0% per annum of Gross Revenue of each property; and the Lease Renewal Commissions.

For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Lease Management Fee or Lease Renewal Commissions will be payable in relation to Solaris. Property Management Agreement The term of the Property Management Agreement is 10 years from the Listing Date. In respect of property management services, marketing services and project management services to be provided by the Property Manager for each property under its management (including each subsequently acquired property which are managed by the Property Manager), the Property Manager shall be entitled to receive from the Trustee: a property management fee of 2.0% per annum of Gross Revenue of each property; the Marketing Services Commissions; and a project management fee based on the Project Management Fee Schedule.

For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Marketing Services Commissions for new leases will be payable in relation to Solaris. In addition to its fees, the Property Manager will be fully reimbursed for certain costs as set out below. Reimbursable Amounts In addition to its fees, the Property Manager will be reimbursed for each property under its management for the following: Reimbursable Employment Costs The Trustee shall reimburse the salary of the employees of the Property Manager (approved by the Manager) engaged solely for site supervision of the properties (such costs are part of the annual business plan and budget approved by the Trustee on the recommendation of the Manager or otherwise agreed between the Trustee and the Manager). Reimbursable Advertising Costs The Trustee shall reimburse the Property Manager for the cost of advertising incurred by the Property Manager in relation to the promotion of leasing for the property provided that prior approval of the Manager for such cost incurred has been obtained.

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Reimbursable Customer Care Costs The Trustee shall reimburse the Property Manager for the cost of customer care incurred by the Property Manager in relation to tenants of the property provided that prior approval of the Manager for such cost incurred has been obtained. PROJECT MANAGEMENT EXPENSES In connection with the provision of project management services, the Trustee, on the recommendation of the Manager, shall reimburse the Property Manager for certain costs, including overseas traveling and accommodation expenses, provided that such costs shall have been pre-approved by the Trustee, on the recommendation of the Manager and shall be supported, where available, by vouchers, receipts and other documentary evidence, and provided further, that such costs shall be in accordance with the budget (if any) which may have been approved by the Trustee for the project in connection with or arising from which the costs were incurred. In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral from Soilbuild REIT for the period of five years while this arrangement is in force. In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager for the period of five years while this arrangement is in force. EXEMPTED AGREEMENTS The entry into and the fees, charges and rentals payable or received by Soilbuild REIT under the Trust Deed, the Sponsor Sale and Purchase Agreements, the Property Management Agreement, the Lease Management Agreement, the SB Storage Leases and the Agreement for Lease each of which constitutes or will, when entered into, constitute a Related Party Transaction, are deemed to have been specifically approved by the Unitholders upon subscription for the Units and are therefore not subject to Rules 905 and 906 of the Listing Manual to the extent that (in relation to the Trust Deed, the Property Management Agreement, the Lease Management Agreement, the SB Storage Leases and the Agreement for Lease) there is no subsequent change to the rates and/or bases of the fees, charges and rentals payable or received thereunder which will adversely affect Soilbuild REIT. (See Overview Certain Fees and Charges for the fees and charges payable by Soilbuild REIT in connection with the establishment and on-going management and operation of Soilbuild REIT.) Any renewal of the Property Management Agreement and the Lease Management Agreement will be subject to Rules 905 and 906 of the Listing Manual. (See The Manager and Corporate Governance Related Party Transactions The Managers Internal Control System for further details.)

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Future Related Party Transactions As a REIT, Soilbuild REIT is regulated by the Property Funds Appendix and the Listing Manual. The Property Funds Appendix regulates, among others, transactions entered into by the Trustee (for and on behalf of Soilbuild REIT) with an interested party relating to Soilbuild REITs acquisition of assets from or sale of assets to an interested party, Soilbuild REITs investment in securities of or issued by an interested party and the engagement of an interested party as property management agent or marketing agent for Soilbuild REITs properties. Depending on the materiality of transactions entered into by Soilbuild REIT for the acquisition of assets from, the sale of assets to or the investment in securities of or issued by, an interested party, the Property Funds Appendix may require that an immediate announcement to the SGX-ST be made, and may also require that the approval of the Unitholders be obtained. The Listing Manual regulates all interested person transactions, including transactions already governed by the Property Funds Appendix. Depending on the materiality of the transaction, Soilbuild REIT may be required to make a public announcement of the transaction (Rule 905 of the Listing Manual), or to make a public announcement of and to obtain Unitholders prior approval for the transaction (Rule 906 of the Listing Manual). The Trust Deed requires the Trustee and the Manager to comply with the provisions of the Listing Manual relating to interested person transactions as well as such other guidelines relating to interested person transactions as may be prescribed by the SGX-ST to apply to REITs. The Manager may in the future seek a general annual mandate from the Unitholders pursuant to Rule 920(1) of the Listing Manual for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations, including a general mandate in relation to leases and/or licence agreements to be entered into with interested persons. All transactions conducted under such general mandate for the relevant financial year will not be subject to the requirements under Rules 905 and 906 of the Listing Manual. In seeking such a general annual mandate, the Trustee will appoint an independent financial adviser (without being required to consult the Manager) pursuant to Rule 920(1)(b)(v) of the Listing Manual to render an opinion as to whether the methods or procedures for determining the transaction prices of the transactions contemplated under the annual general mandate are sufficient to ensure that such transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of Soilbuild REIT and the Unitholders. Both the Property Funds Appendix and the Listing Manual requirements would have to be complied with in respect to a proposed transaction which is prima facie governed by both sets of rules. Where matters concerning Soilbuild REIT relate to transactions entered or to be entered into by the Trustee for and on behalf of Soilbuild REIT with a related party (either an interested party under the Property Funds Appendix or an interested person under the Listing Manual) of the Manager or Soilbuild REIT, the Trustee and the Manager are required to ensure that such transactions are conducted in accordance with applicable requirements of the Property Funds Appendix and/or the Listing Manual. The Manager is not prohibited by either the Property Funds Appendix or the Listing Manual from contracting or entering into any financial, banking or any other type of transaction with the Trustee (when acting other than in its capacity as trustee of Soilbuild REIT) or from being interested in any such contract or transaction, provided that any such transaction shall be on normal commercial terms and is not prejudicial to the interests of Soilbuild REIT and the Unitholders. The Manager shall not be liable to account to the Trustee or to the Unitholders for any profits or benefits or other commissions made or derived from or in connection with any such transaction. The Trustee shall not be liable to account to the Manager or to the Unitholders for any profits or benefits or other commission made or derived from or in connection with any such transaction. 170

Generally, under the Listing Manual, the Manager, its connected persons (as defined in the Listing Manual) and any Director are prohibited from voting their respective own Units at, or being part of a quorum for, any meeting to approve any matter in which it has a material interest. CORPORATE SOCIAL RESPONSIBILITY The Manager is committed to managing Soilbuild REIT in an environmentally-sustainable manner. The Manager believes in building a greener future by minimising its carbon footprint in operations and protecting the environment. The Manager will work in tandem with the Sponsor to offer BCA and certain local academic institutions internship opportunities to students. In addition, they also offer skill upgrading opportunities through their sponsorship scheme to the eligible employees whereby part of the skill upgrading costs is subsidised by The Manager. The Sponsor has embarked on environmental sustainability efforts through a multi-pronged approach. The Sponsor has implemented an environmental management system to identify and manage environmental aspects, including energy and water usage and conservation, and paper usage. These aspects are managed by setting reduction targets and implementing programs to achieve these targets. The Sponsor has also been implementing various energy conservation measures to reduce energy consumption and also considers energy efficient equipment with the Energy Star 1 logo when purchasing new office equipment. The Sponsor also embarked on a paper usage reduction drive by providing their staff with tips on paper conservation such as reducing printing unless necessary, and reusing and recycling used paper by printing on both sides of a page. Construction waste is separated and placed into the appropriate recycling bins at their project sites. The Sponsor supports BCAs efforts in promoting sustainability, environmental protection and considerate practices. Some of the key features adopted include: (i) use of recycled aggregates for non-structural applications like drains, road kerbs and wheel stoppers; use of recycled aggregates and green cement for structural components where possible;

(ii)

(iii) use of energy efficient lightings and green label photocopiers in the site office; and (iv) providing covered walkways around the site where there is heavy usage by the general public.

Energy Star is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy and is a voluntary labeling program to identify and promote energy-efficient products, new homes, commercial and industrial buildings, and design projects for commercial buildings.

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THE SPONSOR
The Sponsor is a leading integrated property group with a long and successful track record in bidding for land, constructing, developing, leasing and managing an award-winning portfolio of residential and business space properties. With close to four decades of experience, the Sponsor has completed a multitude of purpose-built business spaces occupied by MNCs and SMEs in various sectors, and was the first private developer to partner JTC under Developer Partnerships Programme in 2005. It has collaborated closely with JTC under the Developer Partnerships Programme and leveraged its expertise in design, build and lease/sell schemes to be one of the leading private developers of quality business space. Various well-received business space projects developed for sale include North Spring Bizhub, Woodlands Bizhub, North Point Bizhub, West Point Bizhub, Tuas Lot, Pioneer Lot and Solstice Business Center. As at 31 December 2012, the Sponsor had a consolidated NAV in excess of S$650 million consisting of a portfolio of prime properties in both residential and business spaces, housing numerous MNCs as well as SMEs and offering close to 4 million sq ft of business space for lease, catering to the diverse space requirements of industrialists and businesses. The Sponsors successful business space developments include flagship business parks in Solaris and Eightrium @ Changi Business Park; industrial properties West Park BizCentral, Tuas Connection, Kranji Linc and Senoko Food Connection as well as centrally located flatted business space properties in Tai Seng, Bendemeer and Kallang Way. In addition the Sponsor has also developed a range of residential properties from high-end luxury condominiums to townhouses and conservation terraces including Fernhill Cottage, Villa Martia, Mutiara Crest, Mandale Heights, Mill-Point, Grosvenor View, Pinnacle 16, Cliften, One Tree Hill Residence, Espa, The Centrio, Leonie Parc View, Heritage 9 and Meier Suites. Most recently, the award winning development, The Mezzo, has demonstrated the Sponsor Groups focus on providing superior quality homes. By harnessing its construction capabilities and extensive network of specialised contractors, the Sponsor has also expanded its construction arm to provide design and build, turnkey construction project services as well as project management consultancy for both private and public entities. Over the years, the Sponsor has grown from strength to strength by building up an integrated real estate platform, adding specialist lease management, asset management and fund management teams to complement its construction and development capabilities to enhance its offerings to its customers.

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THE FORMATION AND STRUCTURE OF SOILBUILD BUSINESS SPACE REIT

The Trust Deed is a complex document and the following is a summary only and is qualified in its entirety by, and is subject to, the contents of the Trust Deed. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of Soilbuild REIT. The Trust Deed is available for inspection at the registered office of the Manager at 25 Changi South Street 1, Singapore 486059. BACKGROUND Soilbuild REIT was constituted as a private trust on 13 December 2012 under the Trust Deed. The Trust Deed was amended and restated by a First Amending and Restating Deed dated 29 July 2013. Soilbuild REITs sole investor as at the date of this Prospectus is the Sponsor who was allotted one unit at an issue price of S$1.00 on 13 December 2012. THE TRUST DEED Soilbuild REIT is a trust constituted by the Trust Deed and is principally regulated by the SFA and the CIS Code (including the Property Funds Appendix). The terms and conditions of the Trust Deed shall be binding on each Unitholder (and persons claiming through such Unitholder) as if such Unitholder had been a party to the Trust Deed and as if the Trust Deed contains covenants by such Unitholder to observe and be bound by the provisions of the Trust Deed and an authorisation by each Unitholder to do all such acts and things as the Trust Deed may require the Manager and/or the Trustee to do. Operational Structure Soilbuild REIT is established to invest in real estate and real estate-related assets. The Manager must manage Soilbuild REIT so that the principal investments of Soilbuild REIT are real estate and real estate-related assets (including ownership of companies or other legal entities whose primary purpose is to hold or own real estate and real estate-related assets). Soilbuild REIT is a Singapore REIT established principally to invest on a long-term basis, directly or indirectly in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. For the purposes of this Prospectus, the term business space refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities. Soilbuild REIT aims to generate returns for its Unitholders by owning, buying and actively managing such properties in line with its investment strategy (including the selling of any property that has reached a stage that offers only limited scope for growth). Subject to the restrictions and requirements in the Property Funds Appendix and the Listing Manual, the Manager is also authorised under the Trust Deed to invest in investments which need not be real estate. The Manager may use certain financial derivative instruments for hedging purposes or efficient portfolio management, provided that (i) such financial derivative instruments are not used to gear Soilbuild REITs overall investment portfolio or are intended to be borrowings of Soilbuild REIT 173

and (ii) the policies regarding such use of financial derivative instruments have been approved by the Board. Although the Manager may use certain financial derivative instruments to the extent permitted by such laws, rules and regulations as may be applicable including, but not limited, to the CIS Code (including the Property Funds Appendix) and the Listing Manual, the Manager presently does not have any intention for Soilbuild REIT to invest in options, warrants, commodities, futures contracts and precious metals. The Units and Unitholders The rights and interests of Unitholders are contained in the Trust Deed. Under the Trust Deed, these rights and interests are safeguarded by the Trustee. Each Unit represents an undivided interest in Soilbuild REIT. A Unitholder has no equitable or proprietary interest in the Deposited Property. A Unitholder is not entitled to the transfer to him of the Deposited Property (or any part thereof) or of any estate or interest in the Deposited Property or in any part of the Deposited Property. A Unitholders right is limited to the right to require due administration of Soilbuild REIT in accordance with the provisions of the Trust Deed, including, without limitation, by suit against the Trustee or the Manager. Under the Trust Deed, each Unitholder acknowledges and agrees that he will not commence or pursue any action against the Trustee or the Manager seeking an order for specific performance or for injunctive relief in respect of the assets of Soilbuild REIT (or any part thereof), including all its Authorised Investments, and waives any rights it may otherwise have to such relief. If the Trustee or the Manager breaches or threatens to breach its duties or obligations to the Unitholder under the Trust Deed, the Unitholders recourse against the Trustee or the Manager is limited to a right to recover damages or compensation from the Trustee or the Manager in a court of competent jurisdiction, and the Unitholder acknowledges and agrees that damages or compensation is an adequate remedy for such breach or threatened breach. Authorised Investments means: (i) (ii) real estate; any improvement or extension of or addition to, or reconstruction, refurbishment, retrofitting, renovation or other development of any real estate or any building thereon;

(iii) real estate-related assets, wherever the issuers, assets or securities are incorporated, located, issued or traded; (iv) listed or unlisted debt securities and listed shares or stock and (if permitted by the MAS) unlisted shares or stock of or issued by local or foreign non-property companies or corporations; (v) government securities (issued on behalf of the Singapore Government or governments of other countries) and securities issued by a supra-national agency or a Singapore statutory board;

(vi) cash and cash equivalent items; (vii) financial derivatives only for the purposes of (a) hedging existing positions in Soilbuild REITs portfolio where there is a strong correlation to the underlying investments or (b) efficient portfolio management, provided that such derivatives are not used to gear the overall portfolio of Soilbuild REIT or intended to be borrowings of Soilbuild REIT; and

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(viii) any other investment not covered by paragraph (i) to (vii) of this definition but specified as a permissible investment in the Property Funds Appendix and selected by the Manager for investment by Soilbuild REIT and approved by the Trustee in writing. Unless otherwise expressly provided in the Trust Deed, a Unitholder may not interfere or seeks to interfere with the rights, powers, authority or discretion of the Manager or the Trustee, exercise any right in respect of the assets of Soilbuild REIT or any part thereof or lodge any caveat or other notice affecting the real estate or real estate-related assets of Soilbuild REIT (or any part thereof), or require that any part of the Deposited Property be transferred to such Unitholder. No certificate shall be issued to Unitholders by either the Manager or the Trustee in respect of Units issued to Unitholders. For so long as Soilbuild REIT is listed on the SGX-ST, the Manager shall pursuant to the Depository Services Terms and Conditions (as defined herein) appoint CDP as the Unit depository for Soilbuild REIT, and all Units issued will be will be deposited with the CDP and represented by entries in the register of Unitholders kept by the Trustee or the agent appointed by the Trustee in the name of the CDP as the registered holder of such Units. The Manager or the agent appointed by the Manager shall issue to CDP not more than 10 Business Days (as defined herein) after the issue of Units a confirmation note confirming the date of issue and the number of Units so issued and, if applicable, also stating that the Units are issued under a moratorium and the expiry date of such moratorium and for the purposes of the Trust Deed, such confirmation note shall be deemed to be a certificate evidencing title to the Units issued. There are no restrictions under the Trust Deed or Singapore law on a persons right to purchase (or subscribe for) Units and to own Units. The Singapore Code on Take-overs and Mergers applies to REITs. As a result, acquisitions of Units which may result in a change in effective control of Soilbuild REIT will be subject to the mandatory provisions of the Singapore Code on Take-overs and Mergers, such as a requirement to make a general offer for Units. Issue of Units The following is a summary of the provisions of the Trust Deed relating to the issue of Units. Subject to the following sub-paragraphs (1), (2) and (3) below and to such laws, rules and regulations as may be applicable, for so long as Soilbuild REIT is listed on the SGX-ST or any other Recognised Stock Exchange, the Manager may issue Units on any Business Day at an issue price equal to, or above the market price, without the prior approval of the Unitholders. For this purpose, market price shall mean (i) the volume weighted average price for a Unit (if applicable, of the same class) for all trades on the SGX-ST, or such other Recognised Stock Exchange on which Soilbuild REIT is listed, in the ordinary course of trading on the SGX-ST or, as the case may be, such other Recognised Stock Exchange, for the period of 10 Business Days (or such other period as may be prescribed by the SGX-ST or relevant Recognised Stock Exchange) immediately preceding the relevant Business Day or (ii) if the Manager believes that the calculation in paragraph (i) above does not provide a fair reflection of the market price of a Unit (which may include, among others, instances where the trades on the Units are very low or where there is disorderly trading activity in the Units), an amount as determined by the Manager and the Trustee (after consultation with a stockbroker approved by the Trustee), as being the fair market price of a Unit. (1) For so long as Soilbuild REIT is listed on the SGX-ST or any other Recognised Stock Exchange, the Manager may issue Units at an issue price other than calculated in accordance with the above paragraph without the prior approval of the Unitholders provided that the Manager complies with the listing rules of Singapore or, if applicable, the listing rules of the relevant Recognised Stock Exchange, the Property Funds Appendix or any other relevant laws, regulations and guidelines in determining the issue price, including the issue price for a rights issue on a pro-rata basis to all existing Unitholders, the issue price of a Unit 175

issued other than by way of a rights issue offered on a pro-rata basis to all existing Unitholders and the issue price for any reinvestment of distribution arrangement. If the issue price determined by the Manager is at a discount to the Market Price, the discount shall not exceed such percentage as may, from time to time, be permitted under the listing rules of Singapore or, if applicable, the listing rules of the relevant Recognised Stock Exchange, the Property Funds Appendix or any other relevant laws, regulations and guidelines. (2) Where Units are issued as full or partial consideration for the acquisition of an Authorised Investment by Soilbuild REIT in conjunction with an issue of Units to raise cash for the balance of the consideration for the said Authorised Investment (or part thereof) or to acquire other Authorised Investments in conjunction with the said Authorised Investment, the Manager shall have the discretion to determine that the issue price of a Unit so issued as full or partial consideration shall be the same as the issue price for the Units issued in conjunction with an issue of Units to raise cash for the aforesaid purposes. The scope of the general mandate to be given in a general meeting of the Unitholders is limited to the issue of an aggregate number of additional Units which must not exceed 50.0% of the total number of Units in issue, of which the aggregate number of additional Units to be issued other than on a pro rata basis to the existing Unitholders must not exceed 20.0% of the total number of Units in issue as at the date of the approval.

(3)

Unit Issue Mandate By subscribing for the Units under the Offering, investors are (A) deemed to have approved the issuance of all Units comprised in the Offering and the Subscription Units and (B) deemed to have given the authority to the Manager to: (i) (a) (b) issue Units whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units (collectively, Instruments ),

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and (ii) issue Units in pursuance of any Instrument made or granted by the Manager while the Unit Issue Mandate was in force (notwithstanding that the authority conferred by the Unit Issue Mandate may have ceased to be in force at the time such Units are issued),

(the Unit Issue Mandate ) provided that: (A) the aggregate number of Units to be issued pursuant to the Unit Issue Mandate (including Units to be issued in pursuance of Instruments made or granted pursuant to the Unit Issue Mandate) must not exceed 50.0% of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (B) below), of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders must not exceed 20.0% of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (B) below): subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (A) 176

(B)

above, the total number of issued Units (excluding treasury Units, if any) shall be based on the number of issued Units (excluding treasury Units, if any) after completion of the Offering, after adjusting for any subsequent bonus issue, consolidation or subdivision of Units; (C) in exercising the Unit Issue Mandate, the Manager shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Trust Deed for the time being in force (unless otherwise exempted or waived by the MAS); (D) (unless revoked or varied by the Unitholders in a general meeting) the authority conferred by the Unit Issue Mandate shall continue in force until (i) the conclusion of the first annual general meeting of Soilbuild REIT or (ii) the date by which the first annual general meeting of Soilbuild REIT is required by applicable regulations to be held, whichever is earlier; (E) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted, in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by the Unit Issue Mandate may have ceased to be in force at the time the Instruments or Units are issued; and the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of Soilbuild REIT to give effect to the authority conferred by the Unit Issue Mandate.

(F)

Suspension of Issue of Units The Manager or the Trustee may, with the prior written approval of the other and subject to the relevant laws, regulations and guidelines, suspend the issue of Units during: any period when the SGX-ST or any other relevant Recognised Stock Exchange is closed (otherwise than for public holidays) or during which dealings are restricted or suspended; the existence of any state of affairs which, in the opinion of the Manager or, as the case may be, the Trustee, might seriously prejudice the interests of the Unitholders as a whole or the Deposited Property; any breakdown in the means of communication normally employed in determining the price of any assets of Soilbuild REIT or the current price thereof on the SGX-ST or any other relevant Recognised Stock Exchange, or when for any reason the prices of any assets of Soilbuild REIT cannot be promptly and accurately ascertained; any period when remittance of money which will or may be involved in the realisation of any asset of Soilbuild REIT or in the payment for such asset of Soilbuild REIT cannot, in the opinion of the Manager, be carried out at normal rates of exchange; any period where the issuance of Units is suspended pursuant to any order or direction issued by the MAS; in relation to any general meeting of Unitholders, the 48-hour period before such general meeting or any adjournment thereof; or

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when the business operations of the Manager or the Trustee in relation to Soilbuild REIT are substantially interrupted or closed as a result of, nationalism, expropriation, currency restrictions, pestilence, acts of insurrection, revolution, civil unrest, riots, strikes, nuclear fusion or fission

the operation of or arising from war, terrorism, or acts of God.

Such suspension shall take effect forthwith upon the declaration in writing thereof by the Manager or the Trustee (as the case may be) and shall terminate on the day following the first Business Day on which the condition giving rise to the suspension shall have ceased to exist and no other conditions under which suspension is authorised (as set out above) shall exist, upon the declaration in writing thereof by the Manager or the Trustee (as the case may be). In the event of any suspension while Soilbuild REIT is listed on the SGX-ST, the Manager shall ensure that immediate announcement of such suspension is made through the SGX-ST. Redemption of Units The Trust Deed provides that any redemption of Units will be carried out in accordance with the Property Funds Appendix, the rules of the Listing Manual (if applicable) and all other applicable laws and regulations. With respect to any terms which are necessary to carry out such redemption but are not prescribed by the Property Funds Appendix, the rules in the Listing Manual and any laws and regulations, these terms shall be determined by mutual agreement between the Manager and the Trustee. For so long as the Units are listed on the SGX-ST, the Unitholders have no right to request the Manager to repurchase or redeem their Units while the Units are listed on the SGX-ST and/or any other Recognised Stock Exchange. It is intended that the Unitholders may only deal in their listed Units through trading on the SGX-ST. Rights and Liabilities of Unitholders The key rights of Unitholders include rights to: receive income and other distributions attributable to the Units held; receive audited accounts and the annual reports of Soilbuild REIT; and participate in the termination of Soilbuild REIT by receiving a share of all net cash proceeds derived from the realisation of the assets of Soilbuild REIT less any liabilities, in accordance with their proportionate interests in Soilbuild REIT.

No Unitholder has a right to require that any asset of Soilbuild REIT be transferred to him. Further, Unitholders cannot give any directions to the Trustee or the Manager (whether at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise) if it would require the Trustee or the Manager to do or omit doing anything which may result in: Soilbuild REIT, the Manager or the Trustee, as the case may be, ceasing to comply with listing rules of the Listing Manual and such other relevant laws, regulations and guidelines; or the exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust Deed or the determination of any matter which, under the Trust Deed, requires the agreement of (i) the Trustee, (ii) the Manager, or (iii) both the Trustee and the Manager.

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The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amount paid or payable for any Unit. The provisions ensure that if the issue price of the Units held by a Unitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will be personally liable to indemnify the Trustee or any creditor of Soilbuild REIT in the event that the liabilities of Soilbuild REIT exceed its assets. Under the Trust Deed, every Unit carries the same voting rights. Amendments of the Trust Deed Approval of Unitholders by an Extraordinary Resolution will be obtained for any amendment of the Trust Deed unless the Trustee certifies, in its opinion, that such amendment: does not materially prejudice the interests of Unitholders and does not operate to release to any material extent the Trustee or the Manager from any responsibility to the Unitholders; is necessary in order to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law); or is made to remove obsolete provisions or to correct a manifest error.

No such amendment shall impose upon any Unitholder any obligation to make any further payments in respect of his Units or to accept any liability in respect thereof. Notwithstanding any of the above, the Manager and the Trustee may, with the written approval of the competent authorities, alter certain provisions in Clause 10 of the Trust Deed relating to the use of derivatives. Meeting of Unitholders Under applicable law and the provisions of the Trust Deed, Soilbuild REIT will not hold any meetings for Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50 Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a meeting to be convened. In addition, Soilbuild REIT is required to hold an annual general meeting once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting, but so long as Soilbuild REIT holds its first annual general meeting within 18 months of its constitution, Soilbuild REIT need not hold it in the year of its constitution or in the following year. Furthermore, the Trust Deed shall comply with paragraph 4 of the Property Funds Appendix. A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the provisions of the Trust Deed: sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the Trustee and the Manager as provided in the Trust Deed; sanction a supplemental deed increasing the maximum permitted limit or any change in the structure of the Managers management fees, acquisition fee, divestment fee and development management fee and the Trustees fee; remove the auditors and appoint other auditors in their place; remove the Trustee;

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direct the Trustee to take any action pursuant to Section 295 of the SFA (relating to the winding-up of Soilbuild REIT); and delist Soilbuild REIT after it has been listed.

A meeting of Unitholders may, also by an Ordinary Resolution of Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with the Manager and its related parties being permitted to vote). Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing Manual. Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions (which requires at least 21 days notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given), at least 14 days notice (not inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) of every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such special business. The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding or representing one-tenth in value of all the Units for the time being in issue. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of business. Voting at a meeting shall be by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding Units or exercising the voting rights with respect to their unitholdings. The Manager, the controlling shareholders of the Manager and any Associate thereof shall be entitled to receive notice of and attend at any such meeting, but shall not be entitled to vote or be counted in the quorum thereof at a meeting convened to consider a matter in respect of which the relevant controlling shareholders of the Manager or any Associate has a material interest (including, for the avoidance of doubt, interested person transactions and interested party transactions), save for meetings of Unitholders to remove the Manager, where no Unitholder should be disenfranchised. Any director, the secretary and any solicitor of the Manager, the Trustee and directors and any authorised official and any solicitor of the Trustee shall be entitled to attend and be heard at any such meeting. DECLARATION OF UNITHOLDINGS Duty of Manager to Make Disclosure Pursuant to Section 137ZC of the SFA, where the Manager acquires or disposes of interests in Units or debentures or units of debentures of Soilbuild REIT, or the Manager has been notified in writing by, among others, a Substantial Unitholder or director or Chief Executive Officer of the Manager pursuant to the unitholdings disclosure requirements of the SFA as set out below, the 180

Manager shall announce such information via SGXNET and in such form and manner as the Authority may prescribe as soon as practicable and in any case no later than the end of the business day following the day on which the Manager became aware of the acquisition or disposal or received the notice. Substantial Holdings Pursuant to Sections 135 to 137B of the SFA (read with Section 137U of the SFA), Substantial Unitholders are required to notify the Manager and the Trustee within two business days after becoming aware of their becoming a Substantial Unitholder, any subsequent change in the percentage level of their interest(s) in Units (rounded down to the next whole number) or their ceasing to be a Substantial Unitholder. Directors and Chief Executive Officer of the Manager Pursuant to Section 137Y of the SFA, directors and chief executive officer of the Manager are required to, within two business days, notify the Manager of their acquisition of interest in Units or of changes to the number of Units which they hold or in which they have an interest. A Director is deemed to have an interest in Units in the following circumstances: Where the Director is the beneficial owner of a Unit (whether directly through a direct Securities Account (as defined herein) or indirectly through a depository agent or otherwise). Where a body corporate is the beneficial owner of a Unit and the Director is entitled to exercise or control the exercise of not less than 20.0% of the votes attached to the voting shares in the body corporate. Where the Directors (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughter or step-daughter below the age of 21 years has any interest in a Unit. Where the Director, his (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughter or step-daughter below the age of 21 years: has entered into a contract to purchase a Unit; has a right to have a Unit transferred to any of them or to their order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; has the right to acquire a Unit under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or is entitled (otherwise than by reason of any of them having been appointed a proxy or representative to vote at a meeting of Unitholders) to exercise or control the exercise of a right attached to a Unit, not being a Unit of which any of them is the holder.

Where the property subject to a trust consists of or includes a Unit and the Director knows or has reasonable grounds for believing that he has an interest under the trust and the property subject to the trust consists of or includes such Unit.

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THE TRUSTEE The trustee of Soilbuild REIT is DBS Trustee Limited. The Trustee is a company incorporated in Singapore and registered as a trust company under the Trust Companies Act, Chapter 336 of Singapore. It is approved by the MAS to act as a trustee for authorised collective investment schemes under the SFA. As at the date of this Prospectus, the Trustee has a paid-up capital of S$2.5 million. The Trustee has a place of business in Singapore at 12 Marina Boulevard, Level 44 DBS Asia Central @ Marina Bay Financial Centre Tower 3, Singapore 018928. The Trustee is independent of the Manager. Powers, Duties and Obligations of the Trustee The Trustees powers, duties and obligations are set out in the Trust Deed. The powers and duties of the Trustee include: acting as trustee of Soilbuild REIT and, in such capacity, safeguarding the rights and interests of the Unitholders, for example, by satisfying itself that transactions it enters into for and on behalf of Soilbuild REIT with a Related Party of the Manager or Soilbuild REIT are conducted on normal commercial terms, are not prejudicial to the interests of Soilbuild REIT and the Unitholders, and in accordance with all applicable requirements under the Property Funds Appendix and/or the Listing Manual relating to the transaction in question; holding the assets of Soilbuild REIT on trust for the benefit of the Unitholders in accordance with the Trust Deed; and exercising all the powers of a trustee and the powers that are incidental to the ownership of the assets of Soilbuild REIT.

The Trustee has covenanted in the Trust Deed that it will exercise all due diligence and vigilance in carrying out its functions and duties, and in safeguarding the rights and interests of Unitholders. In the exercise of its powers, the Trustee may (on the recommendation of the Manager) and subject to the provisions of the Trust Deed, acquire or dispose of any real or personal property, borrow and encumber any asset. The Trustee may, subject to the provisions of the Trust Deed, appoint and engage: a person or entity to exercise any of its powers or perform its obligations; and on the Managers recommendation any real estate agents or managers or service providers or such other persons, including a Related Party of the Manager on an arms length basis and on normal commercial terms, in relation to the management, development, leasing, purchase or sale of any of real estate assets and real estate-related assets.

Subject to the Trust Deed and the Property Funds Appendix, the Manager may direct the Trustee to borrow or raise money or obtain other financial accommodation for the purposes of Soilbuild REIT, both on a secured and unsecured basis. The Trustee must carry out its functions and duties and comply with all the obligations imposed on it as set out in the Trust Deed, the Listing Manual, the SFA, the CIS Code (including the Property Funds Appendix), the Singapore Code on Take-overs and Mergers, the Tax Approval, any tax rulings and all other relevant laws. It must retain Soilbuild REITs assets, or cause Soilbuild REITs assets to be retained, in safe custody and cause Soilbuild REITs accounts to be audited.

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Pursuant to the Trust Deed, it can appoint any custodian, joint-custodian or sub-custodian in relation to the whole or any part of the Deposited Property. It can appoint valuers to value the real estate assets and real estate-related assets of Soilbuild REIT. The Trustee is not personally liable to a Unitholder in connection with the office of the Trustee except in respect of its own fraud, gross negligence, wilful default, breach of the Trust Deed or breach of trust. Any liability incurred and any indemnity to be given by the Trustee shall be limited to the assets of Soilbuild REIT over which the Trustee has recourse, provided that the Trustee has acted without fraud, gross negligence, wilful default or breach of the Trust Deed. The Trust Deed contains certain indemnities in favour of the Trustee under which it will be indemnified out of the assets of Soilbuild REIT for liability arising in connection with certain acts or omissions. These indemnities are subject to any applicable laws. Retirement and Replacement The Trustee may retire or be replaced under the following circumstances: The Trustee shall not be entitled to retire voluntarily except upon the appointment of a new trustee (such appointment to be made in accordance with the provisions of the Trust Deed). The Trustee may be removed by notice in writing to the Trustee by the Manager: if the Trustee goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Manager) or if a receiver is appointed over any of its assets or if a judicial manager is appointed in respect of the Trustee; if the Trustee ceases to carry on business; if the Trustee fails or neglects after reasonable notice from the Manager to carry out or satisfy any material obligation imposed on the Trustee by the Trust Deed; if an Extraordinary Resolution is passed at a Unitholders meeting duly convened and held in accordance with the provisions of the Trust Deed, and of which not less than 21 days notice has been given to the Trustee and the Manager, shall so decide; or if the MAS directs that the Trustee be removed.

Trustees Fee The Trustees fee shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The actual fee payable will be determined between the Manager and the Trustee from time to time, and is presently charged on a scaled basis of up to 0.02% per annum of the Deposited Property. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000. Any increase in the maximum permitted amount or any change in the structure of the Trustees fee must be approved by an Extraordinary Resolution at a Unitholders meeting duly convened and held in accordance with the provisions of the Trust Deed.

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TERMINATION OF SOILBUILD REIT Under the provisions of the Trust Deed, the duration of Soilbuild REIT shall end on: such date as may be provided under written law; the date on which Soilbuild REIT is terminated by the Manager in such circumstances as set out under the provisions of the Trust Deed as described below; or the date on which Soilbuild REIT is terminated by the Trustee in such circumstances as set out under the provisions of the Trust Deed as described below.

The Manager may in its absolute discretion terminate Soilbuild REIT by giving notice in writing to all Unitholders, the CDP and the Trustee not less than three months in advance and to the MAS not less than seven days before the termination in any of the following circumstances: if any law shall be passed which renders it illegal or in the opinion of the Manager impracticable or inadvisable to continue Soilbuild REIT; if the NAV of the Deposited Property shall be less than S$50.0 million after the end of the first anniversary of the date of the Trust Deed or any time thereafter; and if at any time Soilbuild REIT becomes unlisted after it has been listed.

Subject to the SFA and any other applicable law or regulation, Soilbuild REIT may be terminated by the Trustee by notice in writing in any of the following circumstances: if the Manager shall go into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Trustee) or if a receiver is appointed over any of its assets or if a judicial manager is appointed in respect of the Manager or if any encumbrancer shall take possession of any of its assets or if it shall cease business and the Trustee fails to appoint a successor manager in accordance with the provisions of the Trust Deed; if any law shall be passed which renders it illegal or in the opinion of the Trustee impracticable or inadvisable to continue Soilbuild REIT; and if within the period of three months from the date of the Trustee expressing in writing to the Manager the desire to retire, the Manager shall have failed to appoint a new trustee in accordance with the provisions of the Trust Deed.

The decision of the Trustee in any of the events specified above shall be final and binding upon all the parties concerned but the Trustee shall be under no liability on account of any failure to terminate Soilbuild REIT pursuant to the paragraph above or otherwise. The Manager shall accept the decision of the Trustee and relieve the Trustee of any liability to it and hold it harmless from any claims whatsoever on its part for damages or for any other relief. Generally, upon the termination of Soilbuild REIT, the Trustee shall, subject to any authorisations or directions given to it by the Manager or the Unitholders pursuant to the Trust Deed, sell the Deposited Property and repay any borrowings incurred on behalf of Soilbuild REIT in accordance with the Trust Deed (together with any interest accrued but remaining unpaid) as well as all other debts and liabilities in respect of Soilbuild REIT before distributing the balance of the Deposited Property to the Unitholders in accordance with their proportionate interests in Soilbuild REIT.

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CERTAIN AGREEMENTS RELATING TO SOILBUILD BUSINESS SPACE REIT AND THE PROPERTIES
The agreements discussed in this section are complex documents and the following is a summary only. Investors should refer to the agreements themselves to confirm specific information or for a detailed understanding of Soilbuild REIT. The agreements are available for inspection at the registered office of the Manager at 25 Changi South Street 1, SB Building, Singapore 486059. RIGHT OF FIRST REFUSAL FROM THE SPONSOR TO THE TRUSTEE The Sponsor will grant the ROFR to the Trustee for so long as: SB REIT Management Pte. Ltd. or any of its related corporations remains the manager of Soilbuild REIT; and the Sponsor and/or any of its related corporations, alone or in aggregate, remains as a controlling shareholder of the manager of Soilbuild REIT.

For the purposes of the ROFR: a controlling shareholder means a person who (i) holds directly or indirectly 15.0% or more of the total number of issued shares of the company or (ii) in fact exercises control over the company; business space refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities; a related corporation has the same meaning as ascribed to it in the Companies Act; a Relevant Entity means the Sponsor or any of its existing or future subsidiaries (the Sponsor Group ) or future private funds managed by the Sponsor Group, and where such subsidiaries are not wholly-owned by the Sponsor or where the interests in such private funds are not wholly-owned by the Sponsor and their other shareholder(s) or private fund investors(s) is/are third parties, such subsidiaries or private funds will be subject to the ROFR only upon obtaining the consent of such third parties, and in this respect, the Sponsor shall use its best endeavours to obtain such consent; and a Relevant Asset refers to an income-producing real estate located in Singapore which is used primarily for business space purposes. Where such income-producing real estate is held by a Relevant Entity through an SPV established solely to own such real estate, the term Relevant Asset shall refer to the shares or equity interests, as the case may be, in that SPV.

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The ROFR shall cover any proposed offer by a Relevant Entity to dispose of any interest in any Relevant Asset which is owned by the Relevant Entity ( Proposed Disposal ). If the Relevant Asset is owned jointly by a Relevant Entity together with one or more third parties and the consent of any of such third parties is required for the Relevant Asset to be offered to any member of the Sponsor Group, Soilbuild REIT shall use its best endeavours to obtain the consent of the relevant third party or parties, failing which the ROFR shall not apply to the disposal of such Relevant Asset. For the avoidance of doubt, the grant by any Relevant Entity of a lease (including a long term lease) over any such Relevant Asset (or any part thereof) for a rent or other service income shall not constitute or be deemed to constitute a Proposed Disposal for the purposes of this paragraph. The ROFR shall: be subject to any prior overriding contractual obligations which the Relevant Entity may have in relation to the Relevant Assets and/or the third parties that hold these Relevant Assets; exclude the disposal of any interest in the Relevant Assets by a Relevant Entity to a related corporation of such Relevant Entity pursuant to a reconstruction, amalgamation, restructuring, merger and/or any analogous event or transfer of shares of the Relevant Entity between the shareholders of the Relevant Entity as may be provided in any shareholders agreement; and be subject to the applicable laws, regulations and government policies.

In the event that the Trustee fails or does not wish to exercise the ROFR or the proposed acquisition of the Relevant Asset is aborted by the Trustee, the Relevant Entity will be free to dispose of, the Relevant Asset to a third party on terms and conditions no more favourable to the third party than those offered by the Relevant Entity to the Trustee, provided that if the completion of the disposal of the Relevant Assets by the Relevant Entity does not occur within 12 months from the date of the written notice of the Proposed Disposal, any proposal to dispose of such Relevant Asset after the aforesaid 12-month period shall then remain subject to the ROFR. In relation to the Existing ROFR Properties, there are no prior overriding contractual obligations in relation to the ROFR which oblige the Sponsor to dispose of its interest in a Relevant Asset to a third party in preference to Soilbuild REIT. SALE AND PURCHASE AGREEMENTS AND LEASE AGREEMENTS The principal terms of the Sale and Purchase Agreements entered into with the Vendors and the Lease Agreements entered into with the Master Lessees are summarised below. Eightrium @ Changi Business Park State Lease No. 24660 (as supplemented by a supplemental lease dated 8 October 2007 and a second supplemental lease dated 2 December 2008) were issued by the President of the Republic of Singapore, as lessor, to JTC for Eightrium @ Changi Business Park (referred to as the Property in this section) for a term of 99 years commencing from 14 May 1987. Principal terms of the State Lease No. 24660 (as supplemented by a supplemental lease dated 8 October 2007 and a second supplemental lease dated 2 December 2008) include, among others, the following: The land must be used for business park development.

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JTC must surrender free to the government such portion of the land as may be required for roads and drainage. JTC shall not, inter alia, demise or sublet the demised land in whole or in part without the prior written consent of the Lessor. (A general letter of consent has been granted by the lessor to JTC to sublet properties which are subject to such a requirement under the relevant State Leases.) The Lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the Lessor may have.

The terms of the State Lease No. 24660 (as supplemented by a supplemental lease dated 8 October 2007 and a second supplemental lease dated 2 December 2008) will be binding on the purchaser of the leasehold interest in respect of the Property. A registered Lease No. IB/85976F (as modified by Memorandum of Lease IA/126737V) comprised in Certificate of Title (SUB) Volume 660 Folio 52 (the Eightrium JTC Lease ) was issued by JTC for a term of 30 years commencing from 16 February 2006 with a further term of 30 years for the Property. Principal terms of the Eightrium JTC Lease include, among others, the following: The term of the lease granted by JTC is 30 years commencing from 16 February 2006. The yearly rent is payable in advance on the first day of each month by equal monthly instalments. It is subject to revision every year at the rate based on the prevailing market rent, subject to any increase not exceeding 5.5% of the yearly rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final. In addition to the rent, the lessee is responsible to pay JTC a service charge upon notification by JTC. At least 60.0% of the total floor area of the Property shall be used for purely business park activities as set out under the Predominant Uses in the URAs Business Park Guidelines. The property is to be used for the purpose of developing and managing a multi-tenanted business park development only. The gross plot ratio shall not be less than 2.0 and not more than 2.5. The lessee is not allowed to demise, assign, charge, create a trust or agency, mortgage, let, sublet or underlet or grant a licence or part with or share the possession or occupation of the property in whole or in part without first obtaining the consent of JTC in writing. On the expiry or earlier determination of the term, the lessee is required to engage a competent independent consultant to conduct an environmental baseline study to determine the presence of minerals, hydrocarbons and chemicals on and beneath the Property. If the results of such study show that the level of contamination exceeds that of the first baseline study, the lessee shall carry out works to decontaminate the Property.

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JTC shall grant to the lessee a further term of 30 years commencing from the date of expiry of the initial lease term. The further term will be subject to the same terms and conditions and like covenants as the lease for the initial lease term, except for the covenant for a further term. The yearly rent for the further term shall be at the rate based on the market rent at the commencement of the further term and be revised every year thereafter to the prevailing market rent, subject to any increase not exceeding 5.5% of the yearly rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the Property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final.

The Property is affected by railway safety line, railway protection line, railway 1st reserve line and land within railway safety zone. The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 30 July 2013 with SB (Eightrium) Investment Pte. Ltd. for the sale and purchase of the Property. The purchase price of Eightrium @ Changi Business Park is S$91.4 million. The sale and purchase agreement contains certain representations and warranties by SB (Eightrium) Investment Pte. Ltd. such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. In addition, the sale and purchase agreement also includes, among others, the following conditions: the sale is subject to the JTCs approval; completion is subject to and conditional upon the listing of the units in Soilbuild REIT and commencement of trading of such units on SGX-ST; if there is material damage prior to completion, the Trustee is entitled to rescind the sale and purchase agreement. Material damage means damage or destruction of the Property or any part thereof such that (a) the Property is unfit for use or occupation, (b) the Property is unsafe or inaccessible, or (c) the Property cannot be lawfully used in accordance with the provisions of the Eightrium JTC Lease; if, at any time prior to completion, the government acquires or gives notice of acquisition or intended acquisition of the Property or any part thereof, either party may rescind the sale and purchase agreement; on completion of the sale and purchase of the Property, SB (Eightrium) Investment Pte. Ltd. will assign to the Trustee, among others, all rights, interest and remedies (including rents) under existing tenancies at the Property and transfer to the Trustee the tenancy security deposits; and on completion, the Trustee is to assume and take over all rights and obligations of SB (Eightrium) Investment Pte. Ltd. under a Chilled Water Supply Agreement dated 6 November 2006, made between First OCS Pte Ltd and SB (Eightrium) Investment Pte. Ltd., pursuant to which the Trustee will be obliged to take all chilled water supplies for the property solely from First DCS Pte Ltd on the terms of that agreement.

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By its letter dated 11 July 2013 JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, a provision that the Trustee is prohibited from selling, assigning or transferring the Property during the first three years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property. Solaris State Lease No. 26814 and State Lease No. 27299 were issued by the President of the Republic of Singapore, as lessor, to JTC for two lots (the Main Lot and Subterranean Lot, and collectively referred to as the Property in this section) for a term of 99 years commencing from 4 October 2007 and a term of 97 years 6 months 7 days commencing from 27 March 2009 respectively. Principal terms of the State Lease No. 26814 (for the Main Lot) include, among others, the following: The land must be used for business park development only on a gross plot ratio not exceeding 6.5. JTC shall not, inter alia, demise or sublet the demised land in whole or in part without the prior written consent of the Lessor. (A general letter of consent has been granted by the lessor to JTC to sublet properties which are subject to such a requirement under the relevant State Leases.) The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

Principal terms of the State Lease No. 27299 (for the Subterranean Lot) include, among others, the following: The demised stratum of subterranean space must be used for the purpose of an underground vehicular connection only. JTC shall not, inter alia, demise or sublet the demised land in whole or in part without the prior written consent of the Lessor. (A general letter of consent has been granted by the lessor to JTC to sublet properties which are subject to such a requirement under the relevant State Leases.) The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

The terms of the State Lease No. 26814 and State Lease No. 27299 will be binding on the purchaser of the leasehold interest in respect of the Property. A registered Lease No. ID/436224A and a registered Lease No. ID/437325L (in respect of the Main Lot and the Subterranean Lot respectively, and each as modified by Memorandum of Lease I/220324S) comprised in Certificate of Title (SUB) Volume 698 Folio 77 in respect of the Main Lot and Certificate of Title (Sub) Volume 698 Folio 111 in respect of the Subterranean Lot (collectively, the Solaris JTC Leases ) were issued by JTC. 189

Principal terms of the Solaris JTC Leases include, among others, the following: The term of the lease granted by JTC for the Main Lot is 30 years commencing from 1 June 2008, and the term of the lease granted by JTC for the Subterranean Lot is 28 years and 5 months commencing from 1 January 2010. The yearly rent is payable in advance on the first day of each month by equal monthly instalments. It is subject to revision every year at the rate based on the prevailing market rent, subject to any increase not exceeding 5.5% of the yearly rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final. The Main Lot is to be used for the purpose of Infocomms, Media, Science and Engineering Research and Development Companies and the Subterranean Lot is to be used for the purpose of underground vehicular connection. The gross plot ratio for the Main Lot shall not be less than 6.0 and not more than 6.5. The lessee is not allowed to demise, assign, charge, mortgage, create a trust or agency, let, sublet or permit underletting or grant a licence or part with or share possession or occupation of the Property, unless JTCs prior written consent has been obtained, and more than five years have passed since the date the lessee obtained all necessary TOPs for the Property. JTC in granting any such consent may in its absolute discretion, impose terms and conditions including but not limited to prohibiting the assignee from demising, assigning, charging, mortgaging, creating a trust or agency, letting, subletting or permitting underletting or granting a licence or parting with or sharing possession or occupation of the Property for a period of three years from the date of the assignment, except that the assignee may mortgage or charge the Property by way of assignment or debenture with JTCs prior written consent, and the payment of monies, fee or deposit. Notwithstanding the aforesaid, in respect of the Main Lot, the lessee may after obtaining the TOPs for the buildings, sublet and grant licences to third parties, subject to JTCs prior written consent and such terms and conditions as may be imposed by JTC. The lessee shall not at any time subdivide or strata subdivide the Property without the prior written consent of JTC and the authorities. The lessee shall maintain a minimum paid up capital of S$30 million, and shall not change their shareholding without JTCs prior written consent. JTC in granting any such prior written consent, may in its absolute discretion impose terms and conditions. The lessee shall ensure that the use of the Main Lot complies with the zoning (Business Park White 15), which permits up to a maximum of 15% of the overall GFA for white uses ( allowable white quantum ). The maximum retail quantum within the allowable white quantum is 300 square metres. The balance of the allowable white quantum shall be for office space use only. The lessee shall ensure that the retail quantum includes (i) lifestyle support and amenities and/or (ii) industry-related support services. The lessee shall maintain, repair and keep in tenantable repair at the lessees costs and expense, the Subterranean Lot (including but not limited to the vehicular link between Fusionopolis Phase 2A and Fusionopolis Phase 2B) and not allow any form of vehicle parking in the vehicular link. The lessee shall allow public entry at all times from 07:00 am to 09:00 pm upon the vehicular link built on/at/within the Subterranean Lot and ensure

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adequate traffic diversion facilities and capabilities to prevent build-up of and congestion of vehicles in the vehicular link. The lessee shall maintain all the fire shutters and the Fusionopolis Phase 2B gantry. On the expiry or earlier determination of the term, the lessee is required to engage a competent independent consultant to conduct an environmental baseline study to determine the presence of minerals, hydrocarbons and chemicals on and beneath the Property. If the results of such study show that the level of contamination exceeds that of the first baseline study, the lessee shall carry out works to decontaminate the Property. The lessee shall undertake to purchase any additional subterranean space or surrender part of the demised premises (subterranean) at the same rate as offered for the alienation if the area offered is found to be different from the area determined by final survey, except where the difference in area does not exceed 1 per cent of the area offered. JTC shall grant to the lessee a further term of 30 years commencing from the date of expiry of the initial lease term. The further term will be subject to the same terms and conditions and like covenants as the lease for the initial lease term, except for the covenant for a further term. The annual rent will be the market rent at the commencement of the further term. Thereafter, the annual rent will be subject to revision every year, to the prevailing market rent, subject to a maximum increase not exceeding 5.5% of the annual rent for each immediate preceding year.

The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 30 July 2013 with SB (Solaris) Investment Pte. Ltd. for the sale and purchase of the Property. The purchase price of Solaris is S$293.4 million. The sale and purchase agreement contains certain representations and warranties by SB (Solaris) Investment Pte. Ltd. such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. In addition, the sale and purchase agreement also includes, among others, the following conditions: the sale is subject to the JTCs approval; completion is subject to and conditional upon the listing of the units in Soilbuild REIT and commencement of trading of such units on SGX-ST; if there is material damage prior to completion, the Trustee is entitled to rescind the sale and purchase agreement. Material damage means damage or destruction of the Property or any part thereof such that (a) the Property is unfit for use or occupation, (b) the Property is unsafe or inaccessible, or (c) the Property cannot be lawfully used in accordance with the provisions of the Solaris JTC Lease; and if, at any time prior to completion, the government acquires or gives notice of acquisition or intended acquisition of the Property or any part thereof, either party may rescind the sale and purchase agreement.

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By its letter dated 22 July 2013 JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, the following: the Trustee is prohibited from selling, assigning or transferring the Property during the first five years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property; and SB (Solaris) Investment Pte. Ltd. as the Leaseback Anchor Subtenant, shall lease 100.0% of the GFA of the property ( Anchor GFA ) for the whole of five years from completion of the sale and purchase ( Leaseback Anchor Subletting Condition ) for use by sub-tenants of the Leaseback Anchor Subtenant.

On completion of the sale and purchase of the Property, the Trustee will enter into a leaseback of the property with SB (Solaris) Pte. Ltd. for five years. The principal terms of the leaseback include, inter alia, the following: rent is payable by the lessee is as follows: (a) S$1,387,500 per month for the period from the commencement date of the leaseback up to 31 March 2014; S$1,429,125 per month for the period from 1 April 2014 up to 31 March 2015; S$1,471,999 per month for the period from 1 April 2015 up to 31 March 2016; S$1,516,159 per month for the period from 1 April 2016 up to 31 March 2017; S$1,561,643 per month for the period from 1 April 2017 up to 31 March 2018; and S$1,608,493 per month for the period from 1 April 2018 up to the date falling five years from the commencement date of the leaseback;

(b) (c) (d) (e) (f)

the lessee is required to provide to the Trustee a security deposit (by cash or bank guarantee) as follows: (a) S$16,650,000 for the period from the commencement date of the leaseback up to 31 March 2014; S$17,149,500 for the period from 1 April 2014 up to 31 March 2015; S$17,663,985 for the period from 1 April 2015 up to 31 March 2016; S$18,193,905 for the period from 1 April 2016 up to 31 March 2017; S$18,739,722 for the period from 1 April 2017 up to 31 March 2018; and S$19,301,913 for the period from 1 April 2018 up to the date falling five years from the commencement date of the leaseback;

(b) (c) (d) (e) (f)

the lessee shall be liable to pay for the insurance policies, including damage, business interruption and public liability insurance;

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the lessee shall be responsible for the maintenance and repair of the Property; the lessee shall be liable to pay the property tax on the Property; the lessee is not entitled to assign the leaseback agreement without the prior written consent of the landlord; in addition to the rights of the landlord to charge interest and re-entry, in the event of a default by the lessee under the leaseback, the landlord is entitled to an assignment of the lessees subleases (if any) subsisting on the Property at the time of such assignment; and subject to the consent of JTC, the lessee has an option to renew the lease of the Property for another 5 years at a revised rent and on terms and conditions as may be agreed between landlord and lessee.

The Sponsor will provide a corporate guarantee in connection with the rental obligations of Sponsor Master Lessee during the term of the Master Lease in respect of Solaris (the Solaris Corporate Guarantee ). Tuas Connection State Lease No. 24861 (as supplemented by supplemental lease dated 24 March 2008) was issued by the President of the Republic of Singapore, as lessor to JTC for Tuas Connection (referred to as the Property in this section) for a term of 99 years commencing from 1 April 1980. Principal terms of the State Lease No. 24861 (as supplemented by supplemental lease dated 24 March 2008) include, among others, the following: Unless the prior written permission of the lessor is given, the land shall be used for industrial development and such other purposes as are related thereto. JTC must surrender free to the government such portion of the land as may be required for roads and drainage purposes. The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have. JTC shall not, inter alia, demise or sublet the demised land in whole or in part without the prior written consent of the Lessor. (A general letter of consent has been granted by the lessor to JTC to sublet properties which are subject to such a requirement under the relevant State Leases.)

The terms of the State Lease No. 24861 (as supplemented by supplemental lease dated 24 March 2008) will be binding on the purchaser of the leasehold interest in respect of the Property. A registered Lease No. IC/286949J (as modified by Memorandum of Lease IA/126736J) comprised in Certificate of Title (SUB) Volume 682 Folio 160 (the Tuas Connection JTC Lease ) was issued by JTC for a term of 43 years commencing from 1 October 2007 for the Property. Principal terms of the Tuas Connection JTC Lease include, among others, the following: The term of the lease granted by JTC is 43 years from 1 October 2007.

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The yearly rent is payable in advance on the first day of each month by equal monthly instalments. It is subject to revision every year at the rate based on the prevailing market rent, subject to any increase not exceeding 5.5% of the yearly rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final. The lessee shall at all times ensure that the demised premises or any part thereof is used or occupied only for the purpose of industrial activities save where such industrial activities are prohibited by JTC. The lessee is not allowed to demise, assign, charge, create a trust or agency, mortgage, let, sublet or underlet or grant a licence or part with or share the possession or occupation of the property in whole or in part without first obtaining the consent of JTC in writing. The lessee may hand over the internal roads and road access (collectively internal roads) to the authorities if so required by the authorities or if intended by the lessee. If the lessee at its own discretion decides to hand over the internal roads to the authorities, the lessee shall give JTC prior notice two (2) months of such handover. If the authorities require that the lessee hands over the internal roads to them, the lessee shall inform JTC of the authorities requirement to hand over the internal roads within two (2) weeks of the date of the authorities notice or instructions to hand over the internal road. All costs and expenses of maintenance and the handover of the internal roads shall be borne by the lessee. If the internal roads are handed over to the authorities, the lessee shall pay to JTC an upfront land price for internal roads at the rate based on the prevailing market price, which shall be determined by JTC whose decision shall be final. On the expiry or earlier determination of the term, the lessee is required to engage a competent independent consultant to conduct an environmental baseline study to determine the presence of minerals, hydrocarbons and chemicals on and beneath the Property. If the results of such study show that the level of contamination exceeds that of the first baseline study, the lessee shall carry out works to decontaminate the Property. The gross plot ratio shall not be less than 0.6 but shall not exceed 1.4 except with the prior written approval of the lessor and the relevant government authorities.

The Property is affected by lines of road reserve and land required as road reserve. The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 30 July 2013 with SB (Tuaslinc) Investment Pte. Ltd. for the sale and purchase of the Property. The purchase price of Tuas Connection is S$122.7 million. The sale and purchase agreement contains certain representations and warranties by SB (Tuaslinc) Investment Pte. Ltd. such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. In addition, the sale and purchase agreement also includes, among others, the following conditions: the sale is subject to the JTCs approval; completion is subject to and conditional upon the listing of the units in Soilbuild REIT and commencement of trading of such units on SGX-ST; if there is material damage prior to completion, the Trustee is entitled to rescind the sale and purchase agreement. Material damage means damage or destruction of the Property or any 194

part thereof such that (a) the Property is unfit for use or occupation, (b) the Property is unsafe or inaccessible, or (c) the Property cannot be lawfully used in accordance with the provisions of the Tuas Connection JTC Lease; if, at any time prior to completion, the government acquires or gives notice of acquisition or intended acquisition of the Property or any part thereof, either party may rescind the sale and purchase agreement; and on completion of the sale and purchase of the Property, SB (Tuaslinc) Investment Pte. Ltd. will assign to the Trustee, among others, all rights, interest and remedies (including rents) under existing tenancies at the Property and transfer to the Trustee the tenancy security deposits.

By its letter dated 11 July 2013 JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, a provision that the Trustee is prohibited from selling, assigning or transferring the Property during the first three years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property. West Park BizCentral State Lease No. 24843 and No. 16769 were issued by the President of the Republic of Singapore, as lessor to JTC for West Park BizCentral (referred to as the Property in this section) for a term of 999 years commencing from 17 October 1962. Principal terms of the State Lease No. 24843 and No. 16769 include, among others, the following: The land must be used for industry or purposes approved by the Planning and Building Authorities. JTC to resettle the squatters on the land at JTCs own expense. The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

A registered Lease No ID/432601T (as modified by Memorandum of Lease IA/488654L) comprised in Certificate of Title (SUB) Volume 698 Folio 52 (the West Park BizCentral JTC Lease ) was issued by JTC for a term of 30 years commencing from 1 August 2008 with a further term of 30 years for the Property. Principal terms of the West Park BizCentral JTC Lease include, among others, the following: The term of the lease granted by JTC is 30 years commencing from 1 August 2008. The yearly rent is payable in advance on the first day of each month by equal monthly instalments. It is subject to revision every year at the rate based on the prevailing market rent, subject to any increase not exceeding 5.5% of the yearly rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final. 195

The lessee shall use the property for the purpose of industrial activities (except for the industrial activities which are strictly prohibited by JTC. The lessee shall ensure that the gross plot ratio of the Property shall not be less than 2.0 and not more than 2.5. On the expiry or earlier determination of the term, the lessee is required to engage a competent independent consultant to conduct an environmental baseline study to determine the presence of minerals, hydrocarbons and chemicals on and beneath the Property. If the results of such study show that the level of contamination exceeds that of the first baseline study, the lessee shall carry out works to decontaminate the Property. The lessee shall not strata subdivide the land or any part thereof unless prior written notification of such strata subdivision is given to JTC and unless the prior written consent of the relevant competent authorities is obtained. JTC shall grant to the lessee a further term of 30 years commencing from the date of expiry of the initial lease term. The further term will be subject to the same terms and conditions and like covenants as the lease for the initial lease term, except for the covenant for a further term. The annual rent will be the market rent at the commencement of the further term. Thereafter, the annual rent will be subject to revision every year, to the prevailing market rent, subject to a maximum increase not exceeding 5.5% of the annual rent for each immediate preceding year. When the lessee disposes more than 60.0% of the GFA of the buildings on the Property during the lease term or the further term, the annual rent payable by the lessee to JTC shall, on the trigger date ( Trigger Date ) be converted to an upfront payment scheme under which the lessee shall pay (a) a land premium for the demised premises based on the market premium for the demised premises (excluding the buildings and other structures erected thereon) which shall be determined by the lessor on or about the Trigger Date, and the lessors decision shall be final. The premium shall be paid to the lessor on the Trigger Date or such later date as the lessor may determine, (b) an annual rent of Dollars Twelve (S$12/-), which annual rent shall be paid on the first day of January each year without deductions and in advance without demand at the lessors office or at such other office as the lessor may designate, and the first of such payments to be made on or before the Trigger Date.

The Property is affected by a line of road reserve and land required as road reserve. The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 30 July 2013 with SB (Westpark) Investment Pte. Ltd. for the sale and purchase of the Property. The purchase price of West Park BizCentral is S$313.0 million. The sale and purchase agreement contains certain representations and warranties by SB (Westpark) Investment Pte. Ltd. such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. In addition, the sale and purchase agreement also includes, among others, the following conditions: the sale is subject to the JTCs approval; SB (Westpark) Investment Pte. Ltd. shall bear the payment to JTC of any land premium imposed by JTC for the conversion of the annual rent scheme under the West Park BizCentral JTC Lease;

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completion is subject to and conditional upon the listing of the units in Soilbuild REIT and commencement of trading of such units on SGX-ST; if there is material damage prior to completion, the Trustee is entitled to rescind the sale and purchase agreement. Material damage means damage or destruction of the Property or any part thereof such that (a) the Property is unfit for use or occupation, (b) the Property is unsafe or inaccessible, or (c) the Property cannot be lawfully used in accordance with the provisions of the West Park BizCentral JTC Lease; if, at any time prior to completion, the government acquires or gives notice of acquisition or intended acquisition of the Property or any part thereof, either party may rescind the sale and purchase agreement; and on completion of the sale and purchase of the Property, SB (Westpark) Investment Pte. Ltd. will assign to the Trustee, among others, all rights, interest and remedies (including rents) under existing tenancies at the Property and transfer to the Trustee the tenancy security deposits.

By its letter dated 11 July 2013 JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, the following: the Trustee is prohibited from selling, assigning or transferring the Property during the first three years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property (a) a land premium of S$28,793,596.32 plus GST calculated at a rate of S$612.00 per square metre of the land is to be paid to JTC; and the annual land rent of $12 is temporarily waived until such time as determined by JTC; and

(b)

if the further term of 30 years is granted, a land premium (determined by JTC on or about the commencement of the further term) based on the market price for the property, excluding the buildings and other structures erected on it shall be paid to JTC at the commencement of the further term or such later date as JTC may require. Payment of this land premium shall not be refunded or repaid nor shall any compensation be given if JTC exercises its rights or remedies under the relevant re-entry/forfeiture clause in the West Park BizCentral JTC Lease.

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The said land premium of S$28,793,596.32 plus GST had been paid to JTC. The stamp duty in respect of the land premium will be payable on a variation of lease (containing inter alia a provision(s) on such land premium) to be entered into between JTC and the Trustee when such variation of lease is issued by JTC to the Trustee. On completion of the sale and purchase of the Property, the Trustee will take an assignment of the Agreement for Lease entered into between SB (Westpark) Investment Pte. Ltd. and SB Storage Pte. Ltd. in respect of certain space in the Property.: NK Ingredients Terms of the State Lease State Lease No. 18612 (as supplemented by supplemental lease dated 24 March 2008) was issued by the President of the Republic of Singapore as lessor to JTC for NK Ingredients (referred to as the Property in this section) for a term of 99 years commencing from 1 May 1964. Principal terms of the State Lease No. 18612 (as supplemented by supplemental lease dated 24 March 2008) include, among others, the following: The land must be used for industrial development and such other purposes as are related thereto in accordance with plans approved or to be approved by the competent authority under the Planning Act. JTC must surrender free to the government such portion of the land as may be required for roads and drainage purposes. Should any part of the land be required for Government development, JTC shall surrender such land at cost except where it is specifically directed by the Government that JTC shall contribute such land without compensation. The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

A registered Lease No I/56937G (as modified by Memorandum of Lease ML7) comprised in Certificate of Title (SUB) Volume 623 Folio 42 (the NK Ingredients JTC Lease ) was issued by JTC for a term of 30 years commencing from 1 October 1986 with a further term of 30 years for the Property. Principal terms of the NK Ingredients JTC Lease include, among others, the following: The term of the lease granted by JTC is 30 years commencing from 1 October 1986. The annual rent is payable in equal quarterly instalments on the first day of each of the months of January, April, July and October in every year of the term. It is subject to revision on the 1st day of October every year, at the rate based on the prevailing market rent, subject to a maximum increase not exceeding 7.6% of the annual rent for each immediately preceding year. The market rent is defined to mean the rent per square metre per annum of the Property excluding the buildings and other structures erected thereon, as determined by JTC whose decision is final.

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The Property is to be used for the purpose of manufacturing lanolin, liquid lanolin, lanolin fatty acid, lanolin alcohol, cholesterol, scoured wool and wool top, fat liquoring agents for leather industry and non-ionic surfactants and compounds, intermediate, derivatives and by-products of wool scouring thereof and the decolouring condition and main distillation plants. 60.0% of the total floor area of the Property shall be used for purely industrial activities. The lessee may use the remaining floor area for ancillary stores and offices, neutral areas, communal facilities and such other uses as may be approved in writing by JTC and any relevant authority. The lessee shall not use more than 25% of the total floor area of the Property as ancillary offices. The lessee shall not demise, assign, mortgage, let, sublet or part with the Property in whole or in part without JTCs prior written consent. JTC shall grant to the lessee a further term of 30 years commencing from the date of expiry of the initial lease term. The further term will be subject to the same terms and conditions and like covenants as the lease for the initial lease term, except for the covenant for a further term. The annual rent will be the market rent at the commencement of the further term. Thereafter, the annual rent will be subject to revision on the 1st day of October every year, to the prevailing market rent, subject to a maximum increase not exceeding 7.6% of the annual rent for each immediate preceding year.

The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 27 December 2012 with NIPL for the sale and purchase of the Property at the price of S$60,000,000. The sale and purchase agreement contains certain representations and warranties by NIPL such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. By its letter dated 4 February 2013, JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, the following: the Trustee is prohibited from selling, assigning or transferring the Property during the first three years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property NIPL as the Leaseback Anchor Subtenant, shall occupy at least 50.0% of the GFA of the property ( Anchor GFA ) for the whole of three years from completion of the sale and purchase ( Leaseback Anchor Subletting Condition ) 1 ; the Trustee may, subject always to the Leaseback Anchor Subletting Condition and JTCs prior written consent, be permitted to sublet to other subtenants, provided that after the compulsory leaseback period, such other subtenants shall include anchor subtenants (each occupying a GFA of at least 3,000 square metres) who shall collectively occupy the whole of the Anchor GFA, or the balance of the Anchor GFA not occupied by the Leaseback Anchor Subtenant after the compulsory leaseback period; and

As at the Latest Practicable Date, NIPL occupies 64.4% of the total GFA of NK Ingredients.

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the Trustee shall ensure that the gross plot ratio of the Property shall not be less than 0.41 but shall not exceed 1.0.

Completion of the sale and purchase of the Property took place on 15 February 2013. On completion of the sale and purchase of the Property, the Trustee entered into a leaseback of the property dated 15 February 2013 with NIPL for 15 years. The principal terms of the leaseback include, inter alia, the following: rent is payable by the lessee is as follows: (a) (b) (c) (d) (e) (f) (g) (h) S$4,680,000 per year for the first and second year of the lease term; S$4,890,600 per year for the third and fourth year of the lease term; S$5,110,677 per year for the fifth and sixth year of the lease term; S$5,340,657 per year for the seventh and eighth year of the lease term; S$5,580,987 per year for the ninth and tenth year of the lease term; S$5,862,131 per year for the eleventh and twelfth year of the lease term; S$6,094,577 per year for the thirteenth and fourteenth year of the lease term; and S$6,368,833 per year for the fifteenth year of the lease term;

the lessee is required to provide to the Trustee a security deposit (by cash or bank guarantee) equivalent to the annual rent for each year of the lease term; the lessee shall be liable to pay for the insurance policies, including damage, business interruption and public liability insurance; the lessee shall be responsible for the maintenance and repair of the Property; the lessee shall be liable to pay the property tax on the Property; the lessee is not entitled to assign the leaseback agreement without the prior written consent of the landlord; in addition to the rights of the landlord to charge interest and re-entry, in the event of a default by the lessee under the leaseback, the landlord in entitled to an assignment of the lessees subleases (if any) subsisting on the Property at the time of such assignment; subject to the consent of JTC, the lessee has three options to renew the lease of the Property, each for five years at a revised rent and terms and conditions as may be agreed between the parties; and

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in the event the Trustee intends to sell the Property, the Trustee shall subject to JTCs prior right of first refusal to purchase the Property, first give written notice to the lessee of such intention to sell and grant to the lessee a right of first refusal to purchase the Property, at the same purchase price and on terms and conditions no less favourable than the terms and conditions offered or proposed to be offered to any third party purchaser or received from any third party purchaser. The purchase price (which shall not be lower than the valuation) so offered or proposed to be offered by the Trustee to any third party purchaser or received from any third party purchaser and which the Trustee wishes to accept shall be the same purchase price (which shall not be lower than the valuation) as that offered by the Trustee to the lessee. The lessee must, within five Business Days (or such other later period as the parties may mutually agree) of receipt of the Trustees offer, give written notice to the Trustee of its acceptance of the Trustees offer. If the lessee does not accept the Trustees offer, the Trustee shall be entitled to accept any offer from a third party purchaser at a purchase price which shall not be lower than the purchase price stated in the Trustees offer and on such terms and conditions which shall not be more favourable than the terms and conditions of the sale and purchase agreement and any other related document incorporating the purchase price and such terms and conditions offered or proposed to be offered to the third party purchaser or received from any third party purchaser, without further reference to the lessee. In the event that no sale and purchase agreement is entered into between the Trustee and any third party purchaser within 12 months from the date of expiry of the acceptance period the right of first refusal to the lessee and its successors to purchase the Property shall continue to apply and the Trustee shall not at any time sell the Property, as the case may be, without first re-observing the right of first refusal provisions herein. The benefit of the right of first refusal provision is personal to the lessee or a related company as long as the lessee or a related company is the tenant of the Property and shall not be assigned or transferred to any other party. The right of first refusal provision shall be binding on only the Trustee but shall not be binding in any way on the Trustees assigns or any subsequent owner of the Property.

COS Printers State Lease No. 21971 was issued by the President of the Republic of Singapore, as lessor to JTC for COS Printers (referred to as the Property in this section) for a term of 999 years commencing from 17 October 1962. Principal terms of the State Lease No. 21971 include, among others, the following: The land must be used for industry or purposes approved by the planning and building authorities. JTC to resettle the squatters on the land at JTCs own expense. The lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

A registered Lease No I/74303L, as varied by a First Variation of Lease I/52914N, dated 10 January 2000 (and modified by Memorandum of Lease I/30809F and First Variation of Memorandum of Lease dated 4 May 1995) comprised in Certificate of Title (SUB) Volume 490 Folio 196 (the COS Printers JTC Lease ) was issued by JTC for a term of 30 years commencing from 1 August 1993 with a further term of 19 years for the Property.

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Principal terms of the COS Printers JTC Lease include, among others, the following: The term of the lease granted by JTC is 30 years commencing from 1 August 1993. The annual rent is payable in equal quarterly instalments on the first day of each of the months of January, April, July and October in every year of the term. The rent shall, on the 1st day of August 2001 and on the 1st day of August of every year thereafter, be subject to a yearly fixed rental increase of 4% over the yearly rent for each immediately preceding year. However, pursuant to the terms of JTCs letter of consent dated 1 February 2013 granting consent for the transfer of the Property to the Trustee (the principal terms of which are summarised below), the aforesaid annual rental scheme has been converted to upfront land premium. The Property is to be used for the purpose of printing and allied products only. The lessee shall ensure that the gross plot ratio of the Property shall not be less than 0.6. The lessee shall not to demise, assign, mortgage, let, sublet or underlet or grant a licence or part with or share the possession or occupation of the Property without obtaining JTCs consent. JTC may require that the fixed investment criteria be met in the giving of such consent. JTC shall grant to the lessee a further term of 19 years commencing from the date of expiry of the initial lease term. The further term will be subject to the same terms and conditions and like covenants as the lease for the initial lease term, except for the covenant for a further term. The yearly rent for the further term shall be at the rate based on the market rent at the commencement of the further term. However, pursuant to the terms of the aforesaid JTCs letter of consent dated 1 February 2013, instead of a yearly rent, the lessee is required to pay a land premium for the further term based on the market price of the Property excluding the buildings and other structures erected on it.

The Property is affected by railway safety line, railway protection line, railway 1st reserve line and land within railway safety zone. The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 28 December 2012 with C.O.S. Printers Pte Ltd for the sale and purchase of the Property at the price of S$10,300,000. The sale and purchase agreement contains certain representations and warranties by C.O.S. Printers Pte Ltd such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. By its letter dated 1 February 2013, JTC granted consent for the transfer of the Property to the Trustee on the terms and conditions of the said letter. Such terms and conditions include, inter alia, the following: the Trustee is prohibited from selling, assigning or transferring the Property during the first 10 years starting from the completion of the sale and purchase of the Property. Thereafter, if the Trustee wishes to sell, assign, transfer, create a trust or part with the possession or occupation of the Property, the Trustee must first make a written offer to JTC at the prevailing market rate. If JTC declines the right of first refusal, the Trustee may, subject to JTCs prior written consent, sell, assign, transfer, create a trust or part with the possession or occupation of the Property;

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C.O.S. Printers Pte Ltd as the Leaseback Anchor Subtenant, shall occupy at least 50.0% of the GFA of the property ( Anchor GFA ) for the whole of 10 years from completion of the sale and purchase ( Leaseback Anchor Subletting Condition ); the Trustee may, subject always to the Leaseback Anchor Subletting Condition and JTCs prior written consent, be permitted to sublet to other subtenants, provided that after the compulsory leaseback period, such other subtenants shall include anchor subtenants (each occupying a GFA of at least 3,000 square metres) who shall collectively occupy the whole of the Anchor GFA, or the balance of the Anchor GFA not occupied by the Leaseback Anchor Subtenant after the compulsory leaseback period; the Trustee shall ensure that the gross plot ratio of the Property shall not be less than 1.03 but shall not exceed 2.50; in place of the existing yearly/annual rental scheme: (I) a land premium of S$1,505,870.00 calculated at a rate of S$31.50 per square metre of the land is to be paid to JTC; and the annual land rent of S$12 is temporarily waived until such time as determined by JTC; and

(II)

if the further term of 19 years is granted, a land premium (determined by JTC on or about the commencement of the further term) based on the market price for the property, excluding the buildings and other structures erected on it shall be paid to JTC at the commencement of the further term or such later date. Payment of this land premium shall not be refunded or repaid nor shall any compensation be given if JTC exercises its rights or remedies under the relevant re-entry/forfeiture clause in the COS Printers JTC Lease.

The said land premium of S$1,505,870.00 had been paid to JTC. The stamp duty in respect of the land premium will be payable on a variation of lease (containing inter alia a provision(s) on such land premium) to be entered into between JTC and the Trustee when such variation of lease is issued by JTC to the Trustee. Completion of the sale and purchase of the Property took place on 19 March 2013. On completion of the sale and purchase of the Property, the Trustee entered into a leaseback of the property dated 19 March 2013 with C.O.S. Printers Pte Ltd for 10 years. The principal terms of the leaseback include, inter alia, the following: rent is payable by the lessee is as follows: (a) (b) (c) (d) (e) S$894,000 per year for the first and second year of the lease term; S$929,760 per year for the third and fourth year of the lease term; S$966,950 per year for the fifth and sixth year of the lease term; S$1,005,628 per year for the seventh and eighth year of the lease term; S$1,045,853 per year for the ninth and tenth year of the lease term;

the lessee is required to provide to the Trustee a security deposit (by cash or bank guarantee) equivalent to the annual rent for each year of the lease term;

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the lessee shall be liable to pay for the insurance policies, including damage, business interruption and public liability insurance; the lessee shall be responsible for the maintenance and repair of the Property; the lessee shall be liable to pay the property tax on the Property; the lessee is not entitled to assign the leaseback agreement without the prior written consent of the landlord; in addition to the rights of the landlord to charge interest and re-entry, in the event of a default by the lessee under the leaseback, the landlord in entitled to an assignment of the lessees subleases (if any) subsisting on the Property at the time of such assignment; and subject to the consent of JTC, the lessee has an option to renew the lease of the Property for another five years at a revised rent pegged to the prevailing market rent at or around the commencement date of the further term, subject to such revised rent at the commencement of the further term not being less than the tenth year rent and not more than S$1,255,024 per year.

Beng Kuang Marine State Lease No. 22882 was issued by the President of the Republic of Singapore, as lessor in respect of Beng Kuang Marine (referred to as the Property in this section) for a term of 60 years commencing from 30 October 1996. Principal terms of the State Lease No. 22882 include, among others, the following: The term of the lease granted by the Lessor is 60 years commencing from 30 October 1996. The annual rent of $12 during the term is waived by the Minister until such time as the Minister may determine. The lessee is responsible to pay all rates, taxes, charges, assessments, outgoings and impositions charged or imposed on the Property. The lessee shall surrender to the relevant government authority free of charge any part or parts of the Property required by them for roads, drainage or any other public purposes. The lessee shall maintain and keep the land and building in good and tenantable condition and repair and in clean and sanitary order and condition. The lessee is not to demolish or make any alteration or addition to any building or any part thereof erected on the said land or erect or put up any new building or erection, without the consent of the Lessor. The Property is not to be used otherwise than for General Industrial use in accordance with the approval granted by the competent authority appointed under the provisions of the Planning Act (Chapter 232) 1990 Edition. At the expiry or earlier termination of the term, the lessee is to yield up the Property in good and tenantable condition and state of repair and in clean and sanitary order and condition. The gross plot ratio of the Property shall not exceed 1.4 but shall not be less than 0.7. 204

The lessor is entitled to exercise the right of re-entry if the lessee fails to perform or observe any of the terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but without prejudice to any right of action or remedy that the lessor may have.

URA has granted written permission on 3 December 2002 for the change of use of part of the second, third and fourth storey from production use to workers dormitory and additions and alterations to the existing 4-storey flatted factory. The CSC for the change of use and additions and alterations has also been issued by the Building and Construction Authority. The Trustee as trustee of Soilbuild REIT entered into a sale and purchase agreement dated 19 April 2013 with Picco Enterprise Pte. Ltd. for the sale and purchase of the Property at the price of S$14,500,000. The sale and purchase agreement contains certain representations and warranties by Picco Enterprise Pte. Ltd. such as those relating to compliance with laws, litigation, title, property matters (such as structural defects), environmental laws and property tax. By its letter dated 18 April 2013, the Singapore Land Authority confirmed that it has no objection to the dormitory use at part of the Property as approved by URA in URAs written permission dated 3 December 2002. Completion of the sale and purchase of the Property took place on 10 May 2013. On completion of the sale and purchase of the Property, the Trustee entered into a leaseback of the property dated 10 May 2013 with Picco Enterprise Pte. Ltd. for seven years. The principal terms of the leaseback include, inter alia, the following: rent is payable by the lessee is as follows: (a) (b) (c) (d) (e) (f) (g) S$1,061,820 per year for the first year of the lease term; S$1,083,057 per year for the second year of the lease term; S$1,104,718 per year for the third year of the lease term; S$1,126,812 per year for the fourth year of the lease term; S$1,149,348 per year for the fifth year of the lease term; S$1,172,335 per year for the sixth year of the lease term; S$1,195,782 per year for the seventh year of the lease term;

the lessee is required to provide to the Trustee a security deposit equivalent to 18 months the monthly rent for each year of the lease term. In lieu of cash, the lessee may furnish a bank guarantee for an amount equivalent to 12 months of the relevant monthly rent and a corporate guarantee from Beng Kuang Marine Limited (the sole shareholder of Nexus Sealand Trading Pte Ltd which in turn is the sole shareholder of PICCO Enterprise Pte. Ltd.) for an amount equivalent to 6 months of the relevant monthly rent; the lessee shall be liable to pay for the insurance policies, including damage, business interruption and public liability insurance; the lessee shall be responsible for the maintenance and repair of the Property;

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the lessee shall be liable to pay the property tax on the Property; the lessee is not entitled to assign the leaseback agreement without the prior written consent of the landlord; the lessee shall impose adequate internal controls in line with prevailing laws and regulations relating to the subtenants of the premises designated for dormitory use and the Tenant shall ensure that it (prior to granting such subtenancy and at periodic intervals)(a) inspects the permit or pass issued to such subtenant, (b) checks the permit or pass to ascertain that the particulars on the passport of the subtenant materially correspond with the particulars set out in the permit or pass; and (c) checks with (i) the Controller of Immigration or the Controller of Work Passes (as the case may be) that the permit or pass was valid at the material time or (ii) the employer (of such subtenant) to verify that the subtenant is employed by the employer and that the particulars of the subtenant correspond with the records of the employer, where the name of the employer of the subtenant is specified in the permit or pass; in addition to the rights of the landlord to charge interest and re-entry, in the event of a default by the lessee under the leaseback, the landlord in entitled to an assignment of the lessees subleases (if any) subsisting on the Property at the time of such assignment; and the lessee has an option to renew the lease of the Property for another five years at a revised rent and on such other terms as may be mutually agreed between the parties.

PROPERTY MANAGEMENT AGREEMENT The Properties which comprise the IPO Portfolio of Soilbuild REIT and any properties located in Singapore subsequently acquired by Soilbuild REIT will be managed by the Property Manager in accordance with the terms of the Property Management Agreement. The Property Management Agreement was entered into on 29 July 2013 by the Trustee, the Manager and the Property Manager pursuant to which the Property Manager was appointed to operate, maintain, manage and market all the properties of Soilbuild REIT located in Singapore, subject to the terms and conditions of the Property Management Agreement. The property management will be subject to the overall management by the Manager. The term of the Property Management Agreement is 10 years from the Listing Date. Property Managers Services The services provided by the Property Manager (in relation to property management fees, Marketing Services Commissions and project management services) for each property under its management include the following: property management services, which includes recommending third party contracts for provision of property maintenance services, supervising the performance of contractors and ensuring compliance with building and safety regulations; marketing services, which includes managing public relations and negotiation of terms of new tenancies; and

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project management services in relation to the development or redevelopment (unless otherwise prohibited by the Property Funds Appendix or any other laws or regulations), the refurbishment, retrofitting and renovation works to a property, including recommendation of project budget and project consultants, and supervision and implementation of the project.

Fees Under the Property Management Agreement, the Property Manager is entitled to the fees set out below, to be borne out of the Deposited Property, for each property located in Singapore under its management. Property Management Fees The Property Manager is entitled to, on each property of Soilbuild REIT located in Singapore under its management, a property management fee of 2.0% per annum of Gross Revenue of each property. For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no property management fee will be payable in relation to Solaris. The Manager may elect to pay the property management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). Marketing Services Commissions For marketing services rendered by the Property Manager for a property located in Singapore, the Trustee will pay the Property Manager the Marketing Services Commissions, which varies depending on the length of tenancy secured. (See Overview Certain Fees and Charges for details of the commissions payable.) The Manager may elect to pay the Marketing Services Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). Project Management Services Fees For project management services for a property located in Singapore, the Trustee will pay the Property Manager fees for the development or redevelopment, the refurbishment, retrofitting and renovation works on a property. (See Overview Certain Fees and Charges for details of the commissions payable.) For purpose of calculating the fees payable to the Property Manager, construction costs will typically include the cost of all labour, materials and fixtures supplied by the contractor and the sub-contractors, the cost incurred in obtaining the required approvals, licences and permits from the authorities in connection with the proposed construction and the fees payable to the professionals and consultants (such as architects, structural engineers and interior designers). The Manager may elect to pay the project management services in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine).

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Reimbursable Amounts In addition to its fees, the Property Manager will be reimbursed for each property under its management for the following: Reimbursable Employment Costs The Trustee shall reimburse the salary of the employees of the Property Manager (approved by the Manager) engaged solely for site supervision of the properties (such costs are part of the annual business plan and budget approved by the Trustee on the recommendation of the Manager or otherwise agreed between the Trustee and the Manager). Reimbursable Advertising Costs The Trustee shall reimburse the Property Manager for the cost of advertising incurred by the Property Manager in relation to the promotion of leasing for the property provided that prior approval of the Manager for such cost incurred has been obtained. Reimbursable Customer Care Costs The Trustee shall reimburse the Property Manager for the cost of customer care incurred by the Property Manager in relation to tenants of the property provided that prior approval of the Manager for such cost incurred has been obtained. Project Management Expenses In connection with the provision of project management services, the Trustee, on the recommendation of the Manager, shall reimburse the Property Manager for certain costs, including overseas traveling and accommodation expenses, provided that such costs shall have been pre-approved by the Trustee, on the recommendation of the Manager and shall be supported, where available, by vouchers, receipts and other documentary evidence, and provided further, that such costs shall be in accordance with the budget (if any) which may have been approved by the Trustee for the project in connection with or arising from which the costs were incurred. Expenses The Property Manager is authorised to utilise funds deposited in operating accounts maintained in the name of the Trustee and to make payment for all costs and expenses incurred in the operation, maintenance, management and marketing of each property within each annual budget approved by the Trustee on the recommendation of the Manager. West Park BizCentral Maintenance Fee In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral from Soilbuild REIT for the period of five years while this arrangement is in force.

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West Park BizCentral Car park Management Services In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager for the period of five years while this arrangement is in force. Provision of office space Where applicable, the Trustee shall provide the employees of the Property Manager who are engaged to manage the properties, with reasonable space at each property, with adequate furnishings at the cost of Soilbuild REIT, including computers and other office equipment to enable and facilitate the Property Managers employees in the discharge of their duties, without payment of rent, service charge or any other sum, for purpose of the provision of the services for such property which is undertaken by the Property Manager under this Agreement. Termination The Trustee or the Manager may terminate the appointment of the Property Manager in relation to all the properties of Soilbuild REIT under the management of the Property Manager on the occurrence of certain specified events, which include the liquidation or cessation of business of the Property Manager. The Trustee or the Manager may also terminate the appointment of the Property Manager specifically in relation to a property under its management in the event of the sale of such property, but the Property Management Agreement will continue to apply with respect to the remaining properties managed by the Property Manager under the terms of the Property Management Agreement. In addition, if the Property Manager or Trustee or, within 90 days of receipt of written notice, fails to remedy any breach (which is capable of remedy) of its obligations in relation to a property, the Party who is not in breach may terminate the appointment of the Property Manager in relation only to such property in respect of which the breach relates, upon giving 30 days written notice to the Party in breach and shall be entitled to exercise all rights and remedies available to it at law, in equity, by statute or otherwise, including, without limitation, the right to claim damages. If upon the annual review of the performance of the Property Manager at the end of each FY, the Manager is of the view that the Property Manager has not been achieving the key performance indicators set out in Property Management Agreement in the course of the FY despite receiving notices in writing from the Manager specifying the key performance indicators which the Property Manager has failed to achieve, then the Trustee or the Manager shall have the right to terminate the Property Management Agreement in relation only to the property in respect of which the breach relates subject to and in accordance with the Property Management Agreement. On the termination of the appointment of the Property Manager, the Manager shall, as soon as practicable recommend to the Trustee the appointment of a replacement property manager in relation to the affected property, and arrange for the Trustee, the Manager and the replacement property manager to enter into a property management agreement on similar terms to the Property Management Agreement, applied mutatis mutandis to the affected property.

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Assignability The Trustee and the Manager are entitled to novate their respective rights, benefits and obligations under the Property Management Agreement to a new trustee of Soilbuild REIT or a new manager of Soilbuild REIT appointed in accordance with the terms of the Trust Deed. The Property Manager is also entitled to novate its respective rights, benefits and obligations under the Property Management Agreement to any wholly-owned direct or indirect subsidiary of the Sponsor. Indemnity Each party to the Property Management Agreement (the Indemnifying Party ) shall indemnify each of the other Parties (the Indemnified Party ) from and against any and all actions, proceedings, liabilities, claims, demands, losses, damages, charges, costs and expenses that the Indemnified Party suffers or incurs, to the extent that they arise out of any breach, negligence, fraud or misconduct of the Indemnifying Party, its employees or agents, in the performance of the Indemnifying Partys obligations and duties under the Property Management Agreement. Restriction on Property Manager Subject to the terms of the Property Management Agreement, the dedicated team of the Property Manager assigned to serve Soilbuild REIT shall be the sole provider to the Trustee of the services set out in the Property Management Agreement for all the properties (unless otherwise set out in the Property Management Agreement) provided that the Property Manager may delegate to any person or engage agents, contractors, sub-contractors and other parties to assist it in the provision of the services with the consent of the Manager. LEASE MANAGEMENT AGREEMENT The Manager will perform lease management services for the Properties which comprise the IPO Portfolio of Soilbuild REIT and any properties located in Singapore subsequently acquired by Soilbuild REIT in accordance with the terms of the Lease Management Agreement entered into on 29 July 2013 by the Trustee and the Manager. The term of the Lease Management Agreement is 10 years from the Listing Date. Managers Services The Manager shall provide for each property under its management lease management services which include initiating lease renewals and negotiating the terms of such renewals, customer care programme, administering of property tax and assisting in arrears management. Fees Under the Lease Management Agreement, the Property Manager is entitled to the fees set out below, to be borne out of the Deposited Property, for each property located in Singapore under its management. Lease Management Fees The Manager is entitled to, on each property of Soilbuild REIT located in Singapore under its management, a lease management fee of 1.0% per annum of Gross Revenue of each property.

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For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no lease management fee will be payable in relation to Solaris. The Manager may elect to receive the lease management fee in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). Lease Renewal Commissions For lease renewal services rendered by the Manager for a property located in Singapore, the Trustee will pay the Manager the Lease Renewal Commissions, depending on the length of tenancy renewed. (See Overview Certain Fees and Charges for details of the commissions payable.) The Lease Renewal Commissions are payable when an existing tenant extends its lease beyond its initial lease term whereas the Marketing Services Commission is payable for the securing of new leases. The Manager may elect to receive the Lease Renewal Commissions in cash or Units or a combination of cash and Units (as the Manager may in its sole discretion determine). For as long as Solaris is leased back to the Sponsor and/or its subsidiary under a master lease arrangement, no Lease Renewal Commissions will be payable in relation to Solaris. Expenses The Manager is authorised to utilise funds deposited in operating accounts maintained in the name of the Trustee to meet its obligations in relation to the provision of lease management services within each annual budget approved by the Trustee on the recommendation of the Manager. Provision of office space Where applicable, the Trustee shall provide the employees of the Manager or appointed service providers who are engaged to provide the lease management services with reasonable space at each property, with adequate furnishings at the cost of Soilbuild REIT, including computers and other office equipment to enable and facilitate the Managers or appointed service providers employees in the discharge of their duties, without payment of rent, service charge or any other sum, for purpose of the provision of the lease management services for such property which is undertaken by the Manager under the Lease Management Agreement. Termination The Trustee may terminate the appointment of the Manager in relation to all the properties of Soilbuild REIT on the occurrence of certain specified events, which include the liquidation or cessation of business of the Property Manager. The Trustee may also terminate the appointment of the Manager specifically in relation to a property in the event of the sale of such property, but the Lease Management Agreement will continue to apply with respect to the remaining properties under the terms of the Lease Management Agreement. In addition, if the Trustee or, within 90 days of receipt of written notice, fails to remedy any breach (which is capable of remedy) of its obligations in relation to a property, the Party who is not in breach may terminate the appointment of the Manager in relation only to such property in respect 211

of which the breach relates, upon giving 30 days written notice to the Party in breach and shall be entitled to exercise all rights and remedies available to it at law, in equity, by statute or otherwise, including, without limitation, the right to claim damages. Assignability The Trustee and the Manager are entitled to novate their respective rights, benefits and obligations under the Property Management Agreement to a new trustee of Soilbuild REIT or a new manager of Soilbuild REIT appointed in accordance with the terms of the Trust Deed. Indemnity Each party to the Lease Management Agreement (the Indemnifying Party ) shall indemnify the other Party (the Indemnified Party ) from and against any and all actions, proceedings, liabilities, claims, demands, losses, damages, charges, costs and expenses that the Indemnified Party suffers or incurs, to the extent that they arise out of any breach, negligence, fraud or misconduct of the Indemnifying Party, its employees or agents, in the performance of the Indemnifying Partys obligations and duties under the Lease Management Agreement.

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TAXATION
The following summary of certain Singapore income tax consequences of the acquisition, ownership and disposition of the Units is based upon laws, rulings and decisions now in effect, all of which are subject to change (possibly with retroactive effect). The summary does not constitute tax advice nor purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, own or dispose of the Units and does not purport to apply to all categories of investors, some of which may be subject to special rules, either in Singapore or in the tax jurisdiction where they are resident. Investors should consult their own tax advisers as to the Singapore tax implications arising from their personal circumstances as well as any consequences of the acquisition, ownership and disposition of the Units arising under the laws of any other tax jurisdictions. INCOME TAX Soilbuild REIT has obtained the Tax Approval from the IRAS to obtain the tax transparency treatment set out in Section 43(2) of the Income Tax Act in relation to the Approved Specified Taxable Income. The Tax Approval is subject to certain terms and conditions. TAXATION OF SOILBUILD REIT Approved Specified Taxable Income distributed to Unitholders Subject to meeting all the terms and conditions of the Tax Approval, the Trustee will not be taxed on Soilbuild REITs Approved Specified Taxable Income to the extent of the amount that is distributed to Unitholders. Instead, the Trustee and the Manager will deduct income tax at the prevailing corporate tax rate (currently 17.0%) from such distributions of Soilbuild REITs Approved Specified Taxable Income ( Taxable Income Distributions ). However, tax will not be deducted (which does not necessarily mean that such distributions are therefore exempt from Singapore income tax see Taxation of Soilbuild REITs Unitholders) if the Unitholder beneficially entitled to the distributions is a Qualifying Unitholder. A Qualifying Unitholder is a Unitholder who is: an individual; a company incorporated and tax resident in Singapore; a Singapore branch of a company incorporated outside Singapore that has obtained IRAS approval for distributions to be made to it by Soilbuild REIT without deduction of tax; and a body of persons, other than a company or a partnership, incorporated or registered in Singapore, including a charity registered under the Charities Act (Cap. 37) or established by any written law, a town council, a statutory board, a co-operative society registered under the Co-operative Societies Act (Cap. 62) or a trade union registered under the Trade Unions Act (Cap. 333).

Where the beneficial owner of the Units is a Qualifying Non-resident Non-individual, tax at the reduced rate of 10.0% will be deducted on Taxable Income Distributions made by Soilbuild REIT on or before 31 March 2015.

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A Qualifying Non-resident Non-individual is a person (other than an individual) who is not a resident of Singapore for income tax purposes and: (a) (b) who does not have a permanent establishment in Singapore; or who carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used by that person to acquire the Units are not obtained from that operation.

Unitholders who are Qualifying Unitholders (as defined herein) and Qualifying Non-resident Non-individual Unitholders (as defined herein) must disclose their tax status in a prescribed form provided by the Manager. This will assist the Trustee and the Manager to ensure that the correct rate of withholding is levied on the Taxable Income Distributions as set out above. For Units which are jointly held, tax will be deducted from Taxable Income Distributions, except where the Manager is satisfied that the Units are jointly beneficially held by Qualifying Unitholders. Where the Units are held through a nominee, the Trustee and the Manager will deduct income tax at the prevailing corporate tax rate from Taxable Income Distributions except: where the beneficial owners or ultimate beneficial owners (where the Units are held through more than one level of nominees) of the Units are Qualifying Unitholders, tax may not be deducted from the distributions where a declaration is made by the nominee(s) of the status of the beneficial owners or ultimate beneficial owners (as the case may be) of the Units in a prescribed form provided by the Manager and the Manager is satisfied that the beneficial owners or ultimate beneficial owners (as the case may be) are Qualifying Unitholders; and where the beneficial owners or ultimate beneficial owners (where the Units are held through more than one level of nominees) of the Units are Qualifying Non-resident Non-individual Unitholders, tax may be deducted at the reduced rate of 10.0% for distributions made on or before 31 March 2015 where a declaration is made by the nominee(s) of the status of the beneficial owners or ultimate beneficial owners (as the case may be) of the Units in a prescribed form provided by the Manager and the Manager is satisfied that the beneficial owners or ultimate beneficial owners (as the case may be) are Qualifying Non-resident Non-individual Unitholders.

Approved Specified Taxable Income not distributed To the extent of any amount of Approved Specified Taxable Income not distributed to Unitholders ( Retained Taxable Income ), tax on such Retained Taxable Income will be assessed on the Trustee. In the event where a distribution is subsequently made out of such Retained Taxable Income which has been taxed on the Trustee, such distribution will not be further taxed and the Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Gains on sale of properties Singapore does not impose tax on capital gains. Gains derived by Soilbuild REIT from the disposal of its properties will not be liable to Singapore income tax unless the gains are considered income from Soilbuild REITs trade or business. The gains may also be subject to tax if the properties are acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes.

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Whether any gain from the sale of any of its properties is or is not derived from a trade or business has to be determined based on the totality of facts surrounding the acquisition, holding and disposal of the properties. Should such gains be determined to be income and hence subject to income tax, the tax will be assessed on the Trustee. In the event that the Trustee and the Manager exercise their discretion to make a distribution out of such gains assessed to tax directly on the Trustee, such distribution will not be further taxed and the Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. TAXATION OF SOILBUILD REITS UNITHOLDERS Soilbuild REIT Distributions Individuals who hold the Units as Long-term Investment Assets All individuals who hold the Units as long-term investment assets (therefore excluding individuals who hold such Units through a partnership in Singapore or as part of a trade, business or profession) are exempt from income tax pursuant to Section 13(1)(zh) of the Income Tax Act on Taxable Income Distributions by Soilbuild REIT, regardless of the individuals nationality or tax residence status. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Individuals who hold the Units as trading assets or who hold the Units through a partnership in Singapore Individuals who hold the Units as trading assets or individuals who hold the Units through a partnership in Singapore should note that the tax exemption on REIT distributions for individual Unitholders pursuant to Section 13(1)(zh) of the Income Tax Act is not applicable to Taxable Income Distributions by Soilbuild REIT received by individual Unitholders through a partnership in Singapore or from the carrying on of a trade, business or profession and such individual Unitholders should declare the gross amount of such distributions received as income in their tax returns. Such distributions will be taxed in the individuals hands at their own applicable income tax rates. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level.

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Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Non-individuals (other than Qualifying Non-resident Non-individuals) Unitholders Non-individual (other than Qualifying Non-resident Non-individuals) Unitholders are subject to Singapore income tax on the gross amount of Taxable Income Distributions by Soilbuild REIT, regardless of whether the Trustee and the Manager had deducted tax from the distributions. Where tax had been deducted at source at the prevailing corporate tax rate, the tax deducted is not a final tax. Such non-individual Unitholders can use such tax deducted at source as a set-off against their Singapore income tax liabilities when reporting the distributions to tax. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Qualifying Non-resident Non-individuals Qualifying Non-resident Non-individual Unitholders are subject to Singapore income tax on the gross amount of Taxable Income Distributions by Soilbuild REIT. The tax imposed is deducted at source at the prevailing corporate tax rate except for distributions made on or before 31 March 2015 where the tax rate is reduced to 10.0%. The tax deducted at the reduced rate of 10.0% is a final tax. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital

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exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Distributions of capital gains Distributions made out of gains or profits arising from a disposal of properties that have been determined to be capital gains are not taxable in the hands of Unitholders. Gains on Disposal of the Units Singapore does not impose tax on capital gains. Therefore, gains on disposal of the Units that are capital in nature will not be subject to tax. However, such gains may be considered income in nature and subject to income tax if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity, if the Unitholder did not intend to acquire and hold the Units as long-term investments. Whether any gain from the sale of any of the Units is or is not derived from a trade or business has to be determined based on the totality of facts surrounding the acquisition, holding and disposal of the Units. Because of this, Unitholders are advised to consult their own professional advisers on the Singapore tax consequences that may apply to their individual circumstances. TERMS AND CONDITIONS OF THE TAX APPROVAL The Tax Approval granted by the IRAS is contingent upon the Trustee and the Manager fulfilling certain terms and conditions. The Trustee and the Manager have given certain joint undertakings to the IRAS (as required by the IRAS) to safeguard against tax leakages as a result of the Tax Approval which must be complied with, and the Trustee and Manager will have to comply with all administrative requirements imposed by the IRAS. The Tax Approval is premised on the representations made and information furnished to the IRAS in the course of the application for the Tax Approval remaining correct and accurate. STAMP DUTY By virtue of the Stamp Duties (Real Estate Investment Trust) (Remission) Rules 2010, stamp duty on any contract, agreement or instrument executed during the period from 18 February 2010 to 31 March 2015 (both dates inclusive) relating to the conveyance, assignment or transfer on sale of any Singapore immovable property or of any interest thereof to REITs listed on the SGX-ST or REITs to be listed on the SGX-ST within 6 months after the execution of such conveyance, assignment or transfer, would be remitted. Accordingly, stamp duty will be remitted on the contracts for the sale of Singapore immovable properties to Soilbuild REIT if the conditions set out above are met. On 11 January 2013, the Singapore Government announced that a sellers stamp duty will be imposed on industrial properties which are bought or acquired on or after 12 January 2013 and sold or disposed of within three years. The amount of sellers stamp duty payable shall be 15.0%, 10.0% and 5.0% of the sale price or market value, whichever is higher, if the holding period of the property is one year, two years and three years respectively.

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Stamp duty will not be imposed on instruments of transfers relating to the Units. In the event of a change of trustee for Soilbuild REIT, there will be no stamp duty on any document effecting the appointment of a new trustee and the transfer of trust assets from the incumbent trustee to the new trustee. GOODS AND SERVICES TAX Issue and disposal of the Units The issue of the Units is not subject to GST. Hence, Unitholders would not incur any GST on the subscription of the Units. The subsequent disposal of the Units by Unitholders is also not subject to GST. Recovery of GST incurred by Unitholders Generally, services such as legal fee, brokerage, handling and clearing charges rendered by a GST-registered person to Unitholders belonging in Singapore in connection with their purchase and sale of Units would be subject to GST at the prevailing standard-rate of 7.0%. Similar services rendered to Unitholders belonging outside Singapore could be zero-rated when certain conditions are met. For Unitholders belonging in Singapore who are registered for GST, any GST on expenses incurred in connection with the subscription/acquisition or disposal of the Units is generally not recoverable as input tax credit from the IRAS unless certain conditions are satisfied. These GST-registered Unitholders should seek the advice of their tax advisers on these conditions. THE DISCUSSION ABOVE IS A GENERAL SUMMARY AND DOES NOT CONSTITUTE TAX ADVICE NOR DOES IT PURPORT TO COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES OF INVESTING IN, HOLDING AND DISPOSAL OF THE UNITS IN THE LIGHT OF THE INVESTORS OWN CIRCUMSTANCES.

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PLAN OF DISTRIBUTION
The Manager is making an offering of 586,532,000 Units (representing 73.0% of the total number of Units in issue after the Offering) for subscription at the Offering Price under the Placement Tranche and the Public Offer. 524,032,000 Units will be offered under the Placement Tranche and 62,500,000 Units will be offered under the Public Offer. Units may be re-allocated between the Placement Tranche and the Public Offer at the discretion of the Joint Bookrunners (in consultation with the Manager) in the event of an excess of applications in one and a deficit in the other. The Public Offer is open to members of the public in Singapore. Under the Placement Tranche, the Manager intends to offer the Units by way of an international placement through the Joint Bookrunners to investors, including institutional and other investors in Singapore and elsewhere, in reliance on Regulation S. Subject to the terms and conditions set forth in the underwriting agreement entered into between the Joint Bookrunners, the Manager, the Sponsor and the Unit Lender, the Manager is expected to effect for the account of Soilbuild REIT the issue of, and the Joint Bookrunners are expected to severally (and not jointly) subscribe, or procure subscribers for, 586,532,000 Units, in the proportions set forth opposite their respective names below. Joint Bookrunners Citigroup Global Markets Singapore Pte. Ltd. DBS Bank Ltd. Oversea-Chinese Banking Corporation Limited Total Number of Units 109,133,000 368,266,000 109,133,000 586,532,000

The Units will be offered at the Offering Price. The Offering Price per Unit in the Placement Tranche and the Public Offer will be identical. The Joint Bookrunners have agreed to subscribe or procure subscription 586,532,000 Units at the Offering Price, less the Underwriting, Selling and Management Commission to be borne by Soilbuild REIT. The Manager, the Sponsor and the Unit Lender have agreed in the Underwriting Agreement to indemnify the Joint Bookrunners against certain of their respective liabilities. The Underwriting Agreement also provides for the obligations of the Joint Bookrunners to subscribe or procure the subscription for the Units in the Offering subject to certain conditions contained in the Underwriting Agreement. The Underwriting Agreement may be terminated by the Joint Bookrunners at any time prior to issue and delivery of the Units upon the occurrence of certain events including, among others, certain force majeure events pursuant to the terms of the Underwriting Agreement. Subscribers of the Units may be required to pay brokerage (and if so required, such brokerage will be up to 1.0% of the Offering Price) and applicable stamp duties, taxes and other similar charges (if any) in accordance with the laws and practices of the country of subscription, in addition to the Offering Price. Each of the Joint Bookrunners and their associates may engage in transactions with, and perform services for, the Trustee, the Manager, the Sponsor and Soilbuild REIT in the ordinary course of business and have engaged, and may in the future engage, in commercial banking, investment banking transactions and/or other commercial transactions with the Trustee, the Manager, the Sponsor and Soilbuild REIT, for which they have received or made payment of, or may in the future receive or make payment of, customary compensation. 219

Each of the Joint Bookrunners and their associates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers in the ordinary course of business, and such investment and securities activities may involve securities and instruments, including Units. The Joint Bookrunners and their associates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to their clients that they acquire, long and/or short positions in such securities and instruments. OVER-ALLOTMENT AND STABILISATION The Unit Lender has granted the Over-Allotment Option to the Joint Bookrunners for the purchase of up to an aggregate of 56,307,000 Units at the Offering Price. The number of Units subject to the Over-Allotment Option will not be more than 9.6% of the number of Units under the Placement Tranche and the Public Offer. The Stabilising Manager (or any of its affiliates), in consultation with the other Joint Bookrunners, may exercise the Over-Allotment Option in full or in part, on one or more occasions, only from the Listing Date but no later than the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 56,307,000 Units, representing not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 56,307,000 Units (representing not more than 9.6% of the total number of Units in the Offering), at the Offering Price. In connection with the Over-Allotment Option, the Stabilising Manager (or its affiliates) and the Unit Lender have entered into a unit lending agreement (the Unit Lending Agreement ) dated 7 August 2013 pursuant to which the Stabilising Manager (or any of its affiliates) may borrow up to an aggregate of 56,307,000 Units from the Unit Lender for the purpose of facilitating settlement of the over-allotment of Units in connection with the Offering. The Stabilising Manager (or any of its affiliates) will re-deliver to the Unit Lender such number of Units which have not been purchased pursuant to the exercise of the Over-Allotment Option. In connection with the Offering, the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels which might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations. None of the Manager, the Sponsor, the Unit Lender, the Joint Bookrunners or the Stabilising Manager (or any of its affiliates) makes any representation or prediction as to the magnitude of any effect that the transactions described above may have on the price of the Units. In addition, none of the Manager, the Sponsor, the Unit Lender, the Joint Bookrunners or the Stabilising Manager (or any of its affiliates) makes any representation that the Stabilising Manager (or any of its affiliates) will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice (unless such notice is required by law). The Stabilising Manager will be required to make a public announcement via SGXNET in relation to the total number of Units purchased by the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager), not later than 12 noon on the next trading day of the SGX-ST after the transactions are effected. The Stabilising Manager will also be required to make a public announcement through the SGX-ST in relation to the cessation of stabilising action and the number of Units in respect of which the Over-Allotment Option has been exercised not later than 8.30 a.m. on the next trading day of the SGX-ST after the cessation of stabilising action.

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LOCK-UP ARRANGEMENTS The Sponsor Subject to the exception described below, the Sponsor has agreed with the Joint Bookrunners that it will not, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell or otherwise dispose of any or all of its direct and indirect effective interest in its Lock-up Unit, enter into any transaction (including a derivative transaction) with a similar economic effect to the foregoing; deposit its Lock-up Unit in any depository receipt facility; enter into a transaction which is designed or which may reasonably be expected to result in any of the above or publicly announce any intention to do any of the above during the First Lock-up Period, and the same restrictions will apply in respect of the Sponsors direct interest in 50.0% of the Lock-up Unit during the Second Lock-up Period. The restrictions described in the preceding paragraph do not apply to: the creation of a charge over its Lock-up Unit or otherwise grant of security over or creation of any encumbrance over its Lock-up Unit, provided that such charge, security or encumbrance can only be enforced in respect of not more than 50.0% of the Sponsors effective interest in its Lock-up Unit after the end of the First Lock-up Period, or (as the case may be) in respect of its Lock-up Unit after the Second Lock-up Period. The charge will only be created if the bank or financial institution agrees that the security over its Lock-up Unit cannot be enforced over 100.0% of its Lock-up Unit during the First Lock-up Period and can only be enforced in relation to an effective interest of 50.0% of the Sponsors interest in its Lock-up Unit during the Second Lock-up Period; or the transfer of its Lock-up Unit to any wholly-owned subsidiaries of the Sponsor.

If, for any reason, the Listing Date does not take place within six months of the date of this Prospectus, the lock-up arrangements described above will be terminated. Mr Lim Chap Huat Subject to the exception described below, Mr Lim Chap Huat has agreed with the Joint Bookrunners that it will not, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell or otherwise dispose of any or all of his direct and indirect effective interest in his Lock-up Units, enter into any transaction (including a derivative transaction) with a similar economic effect to the foregoing; deposit any Lock-up Units in any depository receipt facility; enter into a transaction which is designed or which may reasonably be expected to result in any of the above or publicly announce any intention to do any of the above during the First Lock-up Period, and the same restrictions will apply in respect of Mr Lim Chap Huats direct and indirect effective interest in 50.0% of the Lock-up Units during the Second Lock-up Period. The restrictions described in the preceding paragraph do not apply to: the creation of a charge over Mr Lim Chap Huats Lock-up Units or otherwise grant of security over or creation of any encumbrance over Mr Lim Chap Huats Lock-up Units, provided that such charge, security or encumbrance can only be enforced in respect of not more than 50.0% of Mr Lim Chap Huats effective interest in the Lock-up Units after the end of the First Lock-up Period, or (as the case may be) in respect of all of Mr Lim Chap Huats Lock-up Units after the Second Lock-up Period. The charge will only be created if the bank or financial institution agrees that the security over Mr Lim Chap Huats Lock-up Units cannot be

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enforced over 100.0% of his Lock-up Units during the First Lock-up Period and can only be enforced in relation to an effective interest of 50.0% of Mr Lim Chap Huats interest in the Lock-up Units during the Second Lock-up Period; or the transfer of any Lock-up Units to any companies which Mr Lim Chap Huat wholly-owns (whether directly or indirectly).

If, for any reason, the Listing Date does not take place within six months of the date of this Prospectus, the lock-up arrangements described above will be terminated. The Manager Subject to the exceptions described below, the Manager has agreed with the Joint Bookrunners that it will not, for the First Lock-up Period, directly or indirectly, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), offer, issue, sell, contract to issue or sell or otherwise dispose of any Units, enter into any transaction (including a derivative transaction) with a similar economic effect to the foregoing; deposit any Lock-up Units in any depository receipt facility; enter into a transaction which is designed or which may reasonably be expected to result in any of the above or publicly announce any intention to do any of the above. The restrictions described in the preceding paragraph do not apply to the issuance of Units to the Manager in payment of any fees payable to the Manager under the Trust Deed. If, for any reason, the Listing Date does not take place within six months of the date of this Prospectus, the lock-up arrangements described above will be terminated. SGX-ST LISTING Soilbuild REIT has received a letter of eligibility from the SGX-ST for the listing and quotation of the Units on the Main Board of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Soilbuild REIT, the Manager or the Units. It is expected that the Units will commence trading on the SGX-ST on a ready basis on or about 2.00 p.m. on 16 August 2013. Prior to this Offering, there has been no trading market for the Units. There can be no assurance that an active trading market will develop for the Units, or that the Units will trade in the public market subsequent to this Offering at or above the Offering Price.

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ISSUE EXPENSES The estimated amount of the expenses in relation to the Offering of S$17.2 million (based on the Offering Price and assuming that the Over-Allotment Option is exercised in full) includes the Underwriting, Selling and Management Commission, professional and other fees and all other incidental expenses in relation to the Offering, which will be borne by Soilbuild REIT. A breakdown of these estimated expenses is as follows: (S$000) Professional and other fees
(1)

2,130 13,035 2,061 17,226

(3)

Underwriting, Selling and Management Commission (2) Miscellaneous Offering expenses

Total estimated expenses of the Offering

Notes: (1) (2) (3)

Includes financial advisory fees, solicitors fees and fees for the Reporting Auditors, the Independent Tax Adviser (as defined herein), both of the Independent Valuers and other professionals fees and other expenses. Such commission represents up to 2.5% of the total amount of the Offering. The amount of total commission payable by the Manager is pegged to the Offering Price. Includes cost of prospectus production, roadshow expenses and certain other expenses incurred or to be incurred in connection with the Offering and the issuance of the Subscription Units.

DISTRIBUTION AND SELLING RESTRICTIONS None of the Manager, the Sponsor or the Joint Bookrunners have taken any action, or will take any action, in any jurisdiction other than Singapore that would permit a public offering of Units, or the possession, circulation or distribution of this Prospectus or any other material relating to the Offering in any jurisdiction other than Singapore where action for that purpose is required. Accordingly, each purchaser of the Units may not offer or sell, directly or indirectly, any Units and may not distribute or publish this Prospectus or any other offering material or advertisements in connection with the Units in or from any country or jurisdiction except in compliance with any applicable rules and regulations of such country or jurisdiction. Terms defined in this section are used for the purposes of this section only. Each purchaser of the Units is deemed to have represented and agreed that it will comply with the selling restrictions set out below for each of the following jurisdictions: Selling restrictions Australia This Prospectus and the offer is only made available in Australia to persons to whom a disclosure document is not required to be given under either Chapter 6D or Chapter 7.9 of the Australian Corporations Act 2001 (Cth) ( Corporations Act ). This Prospectus is not a prospectus, product disclosure statement or any other form of formal disclosure document for the purposes of Australian law, and is not required to, and does not, contain all the information which would be required in a disclosure document under Australian law. It is made available to you on the basis that you are a professional investor or sophisticated investor for the purposes of Chapter 6D, and a wholesale client for the purposes of Chapter 7.9, of the Corporations Act. If you acquire the Units in Australia then you:

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(a) (b) (c)

represent and warrant that you are a professional or sophisticated investor; represent and warrant that you are a wholesale client; and agree not to sell or offer for sale any Units in Australia within 12 months from the date of their issue under the Offering, except in circumstances where: (i) disclosure to investors would not be required under either Chapter 6D or Chapter 7.9 of the Corporations Act; or such sale or offer is made pursuant to a disclosure document which complies with either Chapter 6D or Chapter 7.9 of the Corporations Act.

(ii)

This Prospectus has not been and will not be lodged or registered with the Australian Securities and Investments Commission or ASX Limited or any other regulatory body or agency in Australia. The persons referred to in this Prospectus may not hold Australian Financial Services licences. No cooling off regime will apply to an acquisition of any interest in Soilbuild REIT. This Prospectus does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this Prospectus, you should assess whether the acquisition of any interest in Soilbuild REIT is appropriate in light of your own financial circumstances or seek professional advice. Bahrain This document has not been approved by the Central Bank of Bahrain ( CBB ) and the regulations of the CBB do not apply. No offer will be made in Bahrain to the public to purchase Units and this document will not be issued to, or made available to, the public generally in Bahrain. The CBB takes no responsibility for the performance of the Units nor for the correctness of any statements or representation made by the Joint Bookrunners. The Manager of Soilbuild REIT accepts responsibility for the information contained in this document as being accurate at the date of publication. Dubai International Financial Centre This Prospectus relates to a fund which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (the DFSA ). The DFSA has no responsibility for reviewing or verifying this Prospectus or other documents in connection with Soilbuild REIT. Accordingly, the DFSA has not approved this Prospectus or any other associated documents nor taken any steps to verify the information set out in this Prospectus, and has no responsibility for it. The Units to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the Units. If you do not understand the contents of this document you should consult an authorised financial advisor. This Prospectus is intended for distribution only to qualified investors and must not, therefore, be delivered to, or relied on by, a retail investor. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), no prospectus within the meaning of Article 3 of the Prospectus Directive has been published or is expected to be published.

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Accordingly, in addition to any other applicable rules or restrictions that may apply to the issue or distribution of this Prospectus in any Relevant Member State, an offer to the public of any Units which are the subject of the Offering contemplated by this document may only be made under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) (b) to any legal entity which is a qualified investor, as defined under the Prospectus Directive; by the Manager to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive,

(c)

provided that no such offer of Units shall result in a requirement for the Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer to the public in relation to any Units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and any Units to be offered so as to enable an investor to decide to purchase any Units, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Hong Kong This document has not been approved by the Securities and Futures Commission in Hong Kong. Accordingly: (a) Units may not be offered or sold in Hong Kong, by means of this Prospectus or any other Document other than (i) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong ( SFO ) and any rules made under the SFO or (ii) in other circumstances which do not result in the Prospectus being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Units which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Units which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under the SFO.

(b)

Qatar This Prospectus is not intended to constitute an offer, sale or delivery of shares, units in a collective investment scheme or other securities under the laws of the State of Qatar including the rules and regulations of the Qatar Financial Centre Authority ( QFCA ) or the Qatar Financial 225

Centre Regulatory Authority ( QFCRA ) or equivalent laws of the Qatar Central Bank ( QCB ). This Prospectus has not been lodged or registered with, or reviewed or approved by the QFCA, the QFCRA, the QCB or the Qatar Financial Markets Authority ( QFMA ) and is not otherwise authorised or licensed for distribution in the State of Qatar or the Qatar Financial Centre ( QFC ). The information contained in this Prospectus does not, and is not intended to, constitute a public or general offer or other invitation in respect of shares, units in a collective investment scheme or other securities in the State of Qatar or the QFC. The Units will not be admitted or traded on the Qatar Exchange. Saudi Arabia This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this Prospectus you should consult an authorised financial adviser. Any investor in the Kingdom of Saudi Arabia who acquires the Units pursuant to the offering should note that the offer of Units is a private placement to sophisticated investors under Article 10 of the Offer of Securities Regulations as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004, as amended by the Board of the Capital Market Authority resolution number 1-28-2008 dated 18 August 2008 (the KSA Regulations ). The Units to be issued have not and will not be offered or sold in the Kingdom of Saudi Arabia other than in compliance with the KSA Regulations, through an Authorised Person (as defined in the Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority) and following a notification to the Capital Market Authority under the KSA Regulations. Investors should be aware that the offer of the Units is subject to the restrictions on secondary market activity of offers of privately placed securities as set out in Article 17 of the KSA Regulations. Switzerland The Units may not be publicly offered, distributed or re-distributed on a professional basis in or from Switzerland and neither this document nor any other solicitation for investments in Soilbuild REIT may be communicated or distributed in Switzerland in any way that could constitute a public offering within the meaning of Articles 1156/652a of the Swiss Code of Obligations ( CO ). This document may not be copied, reproduced, distributed or passed on to others without the Joint Bookrunners prior written consent. This document is not a prospectus within the meaning of Articles 1156/652a of the CO and Soilbuild REIT will not be listed on the SIX Swiss Exchange. Therefore, this document may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange set forth in art. 27 et seq. of the SIX Listing Rules. In addition, it cannot be excluded that Soilbuild REIT could qualify as a foreign collective investment scheme pursuant to Article 119 of the Swiss Federal Act on Collective Investment Schemes, as amended ( CISA ). Soilbuild REIT will not be licensed for distribution in and from Switzerland. Therefore, Units may only be distributed to so-called qualified investors in and from Switzerland in accordance with Articles 10 and 120 CISA and Article 6 of the implementing ordinance, as amended, to the CISA.

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The Netherlands The Units will only be offered in The Netherlands to Qualified Investors (as defined in the EU Prospectus Directive), unless such offer is made in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht) . United Arab Emirates (excluding the Dubai International Financial Centre) In accordance with the provisions of the UAE Securities and Commodities Authorities ( SCA ) Board Decision No. 37 of 2012, the Units to which this Prospectus relates may only be promoted in the United Arab Emirates (the UAE ) with the prior approval of the SCA and by way of (i) private placement by persons authorised to do so by the UAE Central Bank or the SCA, or (ii) institutional private placement by licensed representative offices subject to a minimum subscription amount per individual institutional investor of ten (10) million UAE Dirhams. Any approval of the SCA to the promotion of the Units in the UAE does not represent a recommendation to purchase or invest in Soilbuild REIT. The SCA has not verified this document or other documents in connection with Soilbuild REIT and the SCA may not be held liable for any default by any party involved in the operation, management or promotion of Soilbuild REIT or in the performance of their responsibilities and duties, or the accuracy or completeness of the information in this Prospectus. The Units to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective investors should conduct their own due diligence on the Units. If you do not understand the contents of this document you should consult an authorised financial advisor. United Kingdom The Units of Soilbuild REIT are units in a collective investment scheme as defined in the Financial Services and Markets Act 2000 ( FSMA ) of the United Kingdom ( UK ). Soilbuild REIT has not been authorised, or otherwise recognised or approved by the Financial Conduct Authority ( FCA ) or the Prudential Regulation Authority and, as an unregulated collective investment scheme, accordingly cannot be marketed in the UK to the general public. The issue or distribution of the Prospectus in the UK, (a) if made by a person who is not an authorised person under FSMA, is being made only to, or directed only at, persons who (i) are investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO Order ) who meet the requirements thereunder; or (ii) are high net worth companies (and certain other entities) falling within Article 49 of the FPO Order who meet the requirements thereunder; or (iii) persons to whom it may otherwise lawfully be distributed under the FPO Order (all such persons together being referred to as FPO persons ); and (b) if made by a person who is an authorised person under FSMA, is being made only to, or directed only at, (i) investment professionals falling within Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the CIS Order ) who meet the requirements thereunder; or (ii) high net worth companies (and certain other entities) falling within Article 22 of the CIS Order who meet the requirements thereunder; or (iii) persons to whom it may otherwise lawfully be distributed under the CIS Order or Section 4.12 of the FCAs Conduct of Business Sourcebook (all such persons together being referred to as PCIS persons and, together with the FPO persons, the relevant persons ). This Prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. Potential investors in the UK are advised that all, or most, of the protections afforded by the UK regulatory system will not apply to an investment in Soilbuild REIT and that compensation will not be available under the UK Financial Services Compensation Scheme.

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Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested or of incurring additional liabilities. If you are in any doubt about the investment to which this communication relates, you should consult an authorised person specialising in advising on investments of this kind. United States The Units have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the Securities Act. The Units are being offered and sold outside of the United States in reliance on Regulation S (terms used in this subsection that are defined in Regulation S are used herein as defined therein). Transfer Restrictions Each purchaser of the Units offered hereby in reliance on Regulation S will be deemed to have represented and agreed that it has received a copy of this document and such other information as it deems necessary to make an investment decision and that: (a) it is aware that the Units have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States; it is purchasing the Units in an offshore transaction meeting the requirements of Regulation S; and it will not offer, sell, pledge or transfer any Units, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction.

(b)

(c)

Terms used in this subsection that are defined in Regulation S are used herein as defined therein. General Each applicant for Units in the Offering will be deemed to have represented and agreed that it is relying on this Prospectus and not on any other information or representation not contained in this Prospectus and none of Soilbuild REIT, the Manager, the Sponsor, the Joint Bookrunners or any other person responsible for this Prospectus or any part of it will have any liability for any such other information or representation.

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CLEARANCE AND SETTLEMENT

INTRODUCTION A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of the Units. For the purpose of trading on the SGX-ST, a board lot for the Units will comprise 1,000 Units. Upon listing and quotation on the SGX-ST, the Units will be traded under the electronic book-entry clearance and settlement system of CDP. All dealings in and transactions of the Units through the SGX-ST will be effected in accordance with the terms and conditions for the operation of Securities Accounts, as amended from time to time. CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. CDP holds securities for its account-holders and facilitates the clearance and settlement of securities transactions between account-holders through electronic book-entry changes in the Securities Accounts maintained by such accountholders with CDP. It is expected that the Units will be credited into the Securities Accounts of applicants for the Units within four Market Days after the closing date for applications for the Units. CLEARANCE AND SETTLEMENT UNDER THE DEPOSITORY SYSTEM The Units will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through depository agents, Securities Accounts with CDP. Persons named as direct Securities Account holders and depository agents in the depository register maintained by CDP will be treated as Unitholders in respect of the number of Units credited to their respective Securities Accounts. Transactions in the Units under the book-entry settlement system will be reflected by the sellers Securities Account being debited with the number of Units sold and the buyers Securities Account being credited with the number of Units acquired and no transfer stamp duty is currently payable for the transfer of Units that are settled on a book-entry basis. Units credited to a Securities Account may be traded on the SGX-ST on the basis of a price between a willing buyer and a willing seller. Units credited into a Securities Account may be transferred to any other Securities Account with CDP, subject to the terms and conditions for the operation of Securities Accounts and a S$10.00 transfer fee payable to CDP. All persons trading in the Units through the SGX-ST should ensure that the relevant Units have been credited into their Securities Account, prior to trading in such Units, since no assurance can be given that the Units can be credited into the Securities Account in time for settlement following a dealing. If the Units have not been credited into the Securities Account by the due date for the settlement of the trade, the buy-in procedures of the SGX-ST will be implemented. CLEARING FEE A clearing fee for the trading of Units on the SGX-ST is payable at the rate of 0.04% of the transaction value, subject to a maximum of S$600.00 per transaction. The clearing fee, deposit fee and unit withdrawal fee may be subject to the prevailing GST. Dealings in the Units will be carried out in Singapore dollars and will be effected for settlement in CDP on a scripless basis. Settlement of trades on a normal ready basis on the SGX-ST generally takes place on the third Market Day following the transaction date. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a direct account with CDP or a sub-account with any CDP depository agent. A CDP depository agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

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EXPERTS
Allen & Gledhill LLP, the Independent Tax Adviser, was responsible for preparing the Independent Taxation Report found in Appendix C of this Prospectus. Colliers and CBRE, the Independent Valuers, were responsible for preparing the Independent Property Valuation Summary Reports found in Appendix D of this Prospectus. DTZ Debenham Tie Leung (SEA) Pte Ltd, the Independent Market Research Consultant, was responsible for preparing the Independent Business Space Property Market Research Report found in Appendix E of this Prospectus. The Reporting Auditors, the Independent Tax Adviser, the Independent Valuers and the Independent Market Research Consultant have each given and have not withdrawn their written consents to the issue of this Prospectus with the inclusion herein of their names and their respective write-ups and reports and all references thereto in the form and context in which they respectively appear in this Prospectus, and to act in such capacity in relation to this Prospectus. None of Allen & Overy LLP or Shook Lin & Bok LLP, makes, or purports to make, any statement in this Prospectus and none of them is aware of any statement in this Prospectus which purports to be based on a statement made by it and it makes no representation, express or implied, regarding, and takes no responsibility for, any statement in or omission from this Prospectus. Save for the section Taxation and Appendix C Independent Taxation Report, Allen & Gledhill LLP does not make, or purport to make, any statement in this Prospectus and it is not aware of any statement in this Prospectus which purports to be based on a statement made by it and it makes no representation, express or implied, regarding, and takes no responsibility for, any statement in or omission from this Prospectus.

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REPORTING AUDITORS
Ernst & Young LLP, the Reporting Auditors, has given and has not withdrawn their consent to the issue of this Prospectus for the inclusion herein of: its name; the Reporting Auditors Report on the Profit Forecast and Profit Projection as found in Appendix A; and the Reporting Auditors Report on the Compilation of Unaudited Pro Forma Financial Information as found in Appendix B,

in the form and context in which they appear in this Prospectus, and references to its name and such reports in the form and context which they appear in this Prospectus and to act in such capacity in relation to this Prospectus.

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GENERAL INFORMATION
RESPONSIBILITY STATEMENT BY THE DIRECTORS (1) The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Prospectus and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Prospectus constitutes full and true disclosure of all material facts about the Offering, Soilbuild REIT and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Prospectus misleading, and the Directors are satisfied that the Profit Forecast and Profit Projection contained in Profit Forecast and Profit Projection have been stated after due and careful enquiry. Where information in this Prospectus has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Prospectus in its proper form and context.

MATERIAL BACKGROUND INFORMATION (2) There are no legal or arbitration proceedings pending or, so far as the Directors are aware, threatened against the Manager the outcome of which, in the opinion of the Directors, may have or have had during the 12 months prior to the date of this Prospectus, a material adverse effect on the financial position of the Manager. There are no legal or arbitration proceedings pending or, so far as the Directors are aware, threatened against Soilbuild REIT the outcome of which, in the opinion of the Directors, may have or have had during the 12 months prior to the date of this Prospectus, a material adverse effect on the financial position (on a pro forma basis) of Soilbuild REIT. The name, age and address of each of the Directors are set out in The Manager and Corporate Governance Directors of the Manager. A list of the present and past directorships of each Director and executive officer of the Manager over the last five years preceding the Latest Practicable Date is set out in Appendix G, List of Present and Past Principal Directorships of Directors and Executive Officers. There is no family relationship among the Directors and executive officers of the Manager. Save as disclosed below, none of the Directors or executive officers of the Manager is or was involved in any of the following events: (i) at any time during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; at any time during the last 10 years, an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency;

(3)

(4)

(5) (6)

(ii)

(iii) any unsatisfied judgment against him;

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(iv) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; (v) a conviction of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach;

(vi) at any time during the last 10 years, judgment been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; (vii) a conviction in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; (viii) disqualification from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; (ix) any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity; (x) to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: (a) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

(b)

(c)

(d)

in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; or (xi) the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the MAS or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere. Mr Shane Hagan, the Chief Executive Officer of the Manager, was appointed as chief financial officer and executive director of a company incorporated in Singapore known as APL Japan Trust Management Singapore Limited which was liquidated by way of a voluntary 233

creditors liquidation in May 2009. APL Japan Trust Management Singapore Limited was established with a view to managing a REIT then proposed to be listed on the SGX-ST. However, the listing of the REIT did not take place and APL Japan Trust Management Singapore Limited was accordingly liquidated. Mr Ho Toon Bah, a non-executive Director, joined the board of directors of Memylife Sdn Bhd as a non-executive director in 2008 as part of his job scope while employed with Standard Chartered Bank. Mr Ho Toon Bah stepped down from the board of directors of Memylife Sdn Bhd in 2009 when he left Standard Chartered Bank to join Soilbuild Group Holdings Ltd.. Mr Ho Toon Bahs resignation from the board of directors of Memylife Sdn Bhd was prior to the winding-up of Memylife Sdn Bhd in 2010. Mr Lim Chap Huat and Ms Lim Cheng Hwa, non-executive directors of the Manager, are also directors of the Sponsor. Mr Ho Toon Bah, a non-executive director of the Manager, was also a director of the Sponsor. The Sponsor Group have, from time to time in the ordinary course of its operations, incurred fines imposed by the National Environment Agency ( NEA ) in relation to, inter alia , the propagation of vector or noise pollution (such as exceeding the noise limits at worksites). Each of these fines are typically between S$1,000 to S$15,000 and the aggregate of such fines paid by the Sponsor Group for FY2010, FY2011, FY2012 and the period from 1 January 2013 until the Latest Practicable Date ( Period Under Review ) are S$18,000, S$50,000, S$111,000 and S$48,000, respectively. In addition, the Sponsor Group has received notices on 29 April 2013 from the NEA regarding the propagation of vectors in the Northspring BizHub Project worksite; however, enforcement action has yet to be taken as at the Latest Practicable Date. Under the Control of Vectors and Pesticides Act, the maximum penalty that the Sponsor Group may be subject to for propagation of vectors is a fine not exceeding S$5,000 or S$10,000 in the case of a second or subsequent conviction. Further, the maximum fine for non-compliance with an order made by the Director-General of Public Health is S$20,000 or S$50,000 in the case of a second or subsequent conviction. Further, the Sponsor Group has on 18 April 2013 received a summons for attendance at the Subordinate Courts of Singapore on 28 May 2013 in respect of one day of non-compliance (which occurred in February 2013) with a notice by the Director-General of Environmental Protection to restrict all construction work at the Angullia Park Project worksite to be carried out within a prescribed daily timeframe of between 7.00 a.m. and 10.00 p.m. Under the Environmental Protection and Management Act, Chapter 94A of Singapore, the maximum fine for non-compliance with such notice is S$10,000 for every day during which the notice is not complied with. The aggregate of such fines paid by the Sponsor Group increased from S$18,000 in FY2010 to S$111,000 in FY2012 due to progressive tightening of regulations by the NEA, and an increase in the number of projects and number of workers, including foreign workers who require more time to familiarise themselves and comply with the stricter regulations. In addition, the additional workers employed also require more time to familiarise themselves and comply with and carry out the measures implemented by the Sponsor Group to minimise future breaches of environmental regulations. For the Period Under Review and up to the Latest Practicable Date, the Sponsor Group has been issued with one stop-work order by the NEA. On 30 March 2013, the NEA issued a stop-work order with respect to the Northspring BizHub Project worksite to stop all construction works. The stop-work order was issued as the worksite was found to be favourable to the propagation and harbouring of vectors, and was lifted on 10 April 2013 upon rectification (such as the removal of debris and stagnant water). As and when a breach of environmental regulations has been notified to the Sponsor Group, corrective actions were then taken by the Sponsor Group to address such breaches. Prior to the Period Under Review, the Sponsor Group has implemented vector control measures such as larviciding and thermal fogging at its worksites. To minimise future breaches of environmental regulations, the Sponsor Group has also, since the end of 2011, instructed the 234

project managers to conduct daily and regular housekeeping and upkeep of the Sponsor Groups worksites (such as the removal of debris) and to report any unresolved issues to the Sponsor Groups corporate headquarters for prompt direction and execution. In addition, the Sponsor Group has, since the second half of 2012, implemented a public relations programme, involving the engagement of a liaison manager to handle feedback from external parties who may be affected by the carrying out of construction work at the worksites (such as noise). Further, the Sponsor Group has, since April 2013, implemented measures to enhance the water-tightness of buildings (such as minimising any gap in the construction sequence whereby walls and windows are not installed, leading to water leakage into buildings). Any breaches of the applicable laws and regulations are reported to the relevant project director and project manager for follow-up. The reporting of any unresolved issues (such as unclosed inspection findings by the various subcontractors and solutions which may require budget approval) to the corporate headquarters is done on a monthly basis and as and when it is necessary. The report is distributed to the Director, Operations and the relevant project director for resolution within five days. In this regard, the Director, Operations is responsible for providing directions for the resolution of unresolved issues. Upon the direction of the Director, Operations, the relevant project manager is responsible for providing advice on and oversight of the execution and resolution of unresolved issues. Non-conformity reports are raised and the parties in-charge are responsible for execution within a committed timeline and following up with a re-verification of the issues. Compliance with the foregoing procedures is subject to review by the Sponsor Groups safety manager. The Sponsor Group has also, since April 2013, enhanced its monitoring of compliance by instructing its project managers to submit photographic evidence of compliance (such as photographs of designated storage areas and site drainage). The project managers are also subject to a yearly performance appraisal which takes into account, among others, the environmental performance of their projects which is in turn judged on factors such as the number of quarterly safety awards awarded to the relevant project by management. The Sponsor Group has, from time to time in the ordinary course of its operations, incurred fines imposed by the Ministry of Manpower ( MOM ) in relation to miscellaneous breaches of workplace safety and health regulations on worksites, such as the accumulation of debris on worksites. Each of these fines are typically between S$500 to S$3,500 and the aggregate of such fines paid by the Sponsor Group for FY2010, FY2011 and FY2012 are S$7,000, S$12,500 and S$4,500, respectively. The Sponsor Group did not incur any fine imposed by the MOM for the period from 1 January 2013 until the Latest Practicable Date. Save for one worksite accident in 2011 which resulted in one fatality from a fall from height, for the Period Under Review, the Sponsor Group has not experienced any fatal accidents at its worksites. In 2011, certain staff members (such the safety staff, the project manager and the relevant supervisors) and the relevant subcontractor were interviewed by the MOM in connection with the aforesaid worksite accident. Following such interviews, to the best of the Managers knowledge, as at the Latest Practicable Date, they have not been required to provide any further assistance and no legal proceedings have been instituted against the Sponsor Group. Save for the foregoing, as the Latest Practicable Date, the Sponsor Group has not incurred any material financial or legal liabilities in respect of the aforesaid worksite accident. In addition, a partial stop-work order was issued in respect of the relevant worksite for approximately two weeks and the Sponsor Group also received five demerit points. For the Period Under Review, the Sponsor Group has been issued with two partial stop-work orders by the MOM. On 23 February 2011, the MOM issued a partial stop-work order with respect to the West Park BizCentral Project worksite to cease the carrying on of any process or work where any person would be liable to fall more than two metres. The stop-work order was in relation to the lack of or inadequacy of safety measures put in place for working at heights and falling hazards and was lifted on 9 March 2011 upon rectification (such as the barricading of all open sides and the effective covering of all floor openings where workers 235

are liable to fall more than two metres in height). On 24 August 2012, the MOM issued a partial stop-work order with respect to the Tampines HDB Project worksite to cease the carrying on of any works carried out on formwork and its related activities. The stop-work order was in relation to the lack of or inadequacy of safety measures put in place for formworks activities and was lifted on 4 September 2012 upon rectification (such as the provision of means of fall protection for workers working at the formworks). According to the MOMs website 1, as at 22 April 2013, the Sponsor Group has accumulated five demerit points for breaches in August 2012 under the Workplace Safety and Health Act and the relevant subsidiary legislation in relation to works carried out on formwork and its related activities at the Tampines HDB Project worksite. In addition, the Sponsor Group was placed into the Business Under Surveillance ( BUS ) programme with effect from 28 July 2011 arising from the MOMs assessment/inspection which found systemic lapses in the management of workplace safety and health. These systemic lapses were found in areas relating to (a) the implementation of risk management for hazardous operations, (b) the analysis of past accidents and non-compliances with the applicable regulations and (c) inadequacies of the workplace safety and health management system. The Sponsor Group has subsequently exited the BUS programme with effect from 17 September 2012 after the implementation of the following steps and procedures to address the systemic lapses: (i) the implementation of risk management for hazardous operations through measures and procedures such as or relating to gondola safe work procedures and evaluation of permit-to-work and formwork inspection checklist report; analysis of past accidents and non-compliances, and recommendation of preventive measures such as an emergency response system, and implementation of procedures such as house-keeping and those relating to fall prevention/protection, including formwork and scaffold; and

(ii)

(iii) setting-up or updating of the workplace safety and health management system through measures such as or relating to training for the management, inspection frequency and internal review of workplace safety and health management system. As and when a breach of workplace safety and health regulations has been notified to the Sponsor Group, corrective actions were then taken by the Sponsor Group to address such breaches. To minimise future breaches of such workplace safety and health regulations, the Sponsor Group has, since September 2011, instructed the project managers to work more closely with the workplace safety and health personnel in work planning as part of the action plan to exit the BUS programme. In addition, the Sponsor Group has, since 2009, stepped up the training on workplace safety and health matters and the internal policies by engaging additional workplace safety and health specialists to put in place a routine surveillance and follow up program and the Sponsor Group has, since December 2012, initiated an additional corporate inspectorate program, with direct reporting to its corporate headquarters, to supplement the foregoing surveillance and follow up program. Compliance with the foregoing procedures is subject to review by the Sponsor Groups safety manager. With effect from FY2013, the workplace safety and health performance of projects has been identified as one of the key performance indicators in the yearly performance appraisal of project managers.

Source: MOM (http://www.mom.gov.sg/Documents/safety-health/reports-stats/List%20of%20Contractors%20with %20Demerit%20Points.pdf). MOM has not provided its consent, for the purposes of Section 249 of the Securities and Futures Act, to the inclusion of the above information extracted from its website and is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While the Manager, the Joint Bookrunners have taken reasonable actions to ensure that the relevant information has been reproduced in its proper form and context, neither the Manager, the Joint Bookrunners nor any other party has conducted an independent review or verified the accuracy or completeness of such information. Please also see the section entitled General Information Material Background Information of the Prospectus.

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The Director, Operations oversees the Sponsor Groups workplace safety and health system, with support from the Sponsor Groups project management team and its safety and health team. These teams have improved compliance workplace safety and health matters through (1) keeping abreast of regulatory updates on workplace safety and health matters, (2) continuous and relevant safety training and (3) enhanced surveillance systems while implementing the safety and health management system. In addition to the foregoing, the Sponsor Group, from time to time in the ordinary course of its operations, incurred fines imposed by other regulatory authorities, including the Public Utilities Board ( PUB ), the Singapore Civil Defence Force and the National Parks Board. In FY2011, the Sponsor Group was fined S$2,500 by PUB in relation to the carrying out of water service work without a licence at a worksite in FY2010. In FY2011, the Sponsor Group was fined S$500 by the Singapore Civil Defence Force for fire safety violations at a worksite. In FY2012, the Sponsor Group was fined S$7,500 by the National Parks Board for causing damage to a tree at a worksite. As and when a relevant breach has been notified to the Sponsor Group, corrective actions were then taken by the Sponsor Group to address such breaches. For the period from 1 January 2013 until the Latest Practicable Date, the Sponsor Group was fined S$1,000 by PUB for the discharge of silty water into the storm water drainage system at a worksite. In addition, in December 2011, the Sponsor Group received a warning issued by the MOM in relation to a foreign employee who was not deployed in accordance with the conditions of his work pass. Other than the warning to the Sponsor Group, no further action was taken by the MOM. In 1984, Mr Lim Chap Huat, acting in his capacity as director of Soil-Build (Pte) Ltd, assisted the IRAS in its investigation into the tax affairs of one of Soil-Build (Pte) Ltds customers. Following the investigations, Soil-Build (Pte) Ltd was charged in court on 15 July 1986 for abetting one of its customers in evading tax. Soil-Build (Pte) Ltd pleaded guilty to the offence and the court imposed a fine of S$6,000 on Soil-Build (Pte) Ltd and ordered Soil-Build (Pte) Ltd to pay a penalty of S$7,874.28 to the IRAS. In relation to the same case, IRAS also imposed a total compounded fine of S$10,000 on Soil-Build (Pte) Ltd for other similar abetment offences. To the best recollection of Mr Lim Chap Huat, Soil-Build (Pte) Ltd committed the offences while Soil-Build (Pte) Ltd was acting as the building contractor for the customer concerned. As far as the Manager is aware, the matter closed upon payment of the fines and penalty by Soil-Build (Pte) Ltd. The IRAS did not subsequently investigate into the tax affairs of Soil-Build (Pte) Ltd in relation to this incident. None of the directors of Soil-Build (Pte) Ltd were charged nor fined in a personal capacity in connection with the matter. Mr Lim Chap Huat was about 28 years old at the time the offence took place and was in the initial stages of his career in construction business when he undertook the customers project. At that time, Soil-Build (Pte) Ltd had limited resources and did not have the benefit of professional legal or tax advice in relation to the implications of complying with certain requests made by the customer. In 2003, Mr Lim Chap Huat was fined S$1,000 by the Controller of Work Permits, Employment Inspectorate, Ministry of Manpower Singapore in his capacity as the Managing Director of the Sponsor Group, for the unauthorised entry by one foreign worker into a worksite not controlled by the Sponsor Group, which constituted a breach of the conditions of the work permit issued to that foreign worker. In 1980, between 1997 to 1998 and in 2012, Mr Lim Chap Huat has assisted the Corrupt Practices Investigation Bureau ( CPIB ) and the Commercial Affairs Department ( CAD ) in relation to investigations on five separate matters involving alleged bribery, suspected misuse of trading accounts and other suspected breaches of law (which he has no recollection or background knowledge of), by third parties who are unconnected and 237

unrelated to Mr Lim Chap Huat. For the avoidance of doubt, Mr Lim Chap Huat was not himself the subject of the foregoing investigations. Following interviews with CPIB and CAD, Mr Lim Chap Huat has since not been required by either authority to provide any further assistance in the matters for which he was interviewed for. MATERIAL CONTRACTS (7) The dates of, parties to, and general nature of every material contract which the Trustee has entered into within the two years preceding the date of this Prospectus (not being contracts entered into in the ordinary course of the business of Soilbuild REIT) are as follows: (i) (ii) the Trust Deed; the ROFR;

(iii) the Sale and Purchase Agreements; (iv) the Master Lease Agreements; (v) the Property Management Agreement;

(vi) the Lease Management Agreement; and (vii) the Solaris Corporate Guarantee. DOCUMENTS FOR INSPECTION (8) Copies of the following documents are available for inspection at the registered office of the Manager at 25 Changi South Street 1, Singapore 486059, for a period of six months from the date of this Prospectus: (i) the material contracts referred to in paragraph 7 above, save for the Trust Deed (which will be available for inspection for so long as Soilbuild REIT is in existence); the Reporting Auditors Report on the Profit Forecast and Profit Projection as set out in Appendix A of this Prospectus;

(ii)

(iii) the Reporting Auditors Report on the Compilation of Unaudited Pro Forma Financial Information as set out in Appendix B of this Prospectus; (iv) the Independent Taxation Report as set out in Appendix C of this Prospectus; (v) the Independent Property Valuation Summary Reports as set out in Appendix D of this Prospectus as well as the full valuation reports for each of the Properties;

(vi) the Independent Business Space Property Market Research Report set out in Appendix E of this Prospectus; (vii) the written consents of the Reporting Auditors, both the Independent Valuers, the Independent Market Research Consultant and the Independent Tax Adviser (see Experts and Reporting Auditors for further details); (viii) Subscription Agreement; and (ix) the Depository Services Terms and Conditions. 238

CONSENTS OF THE JOINT FINANCIAL ADVISERS AND THE JOINT BOOKRUNNERS (9) DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited have each given and not withdrawn its written consent to being named in this Prospectus as a Joint Financial Adviser to the Offering.

(10) Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited have each given and not withdrawn its written consent to being named in this Prospectus as a Joint Global Coordinator, Bookrunner, Issue Manager and Underwriter to the Offering. WAIVERS FROM THE SGX-ST (11) The Manager has obtained from the SGX-ST waivers from compliance with the following listing rules under the Listing Manual: (i) Rule 404(3), which relates to restrictions on investments subject to compliance with the CIS Code; Rule 404(5), which requires the management company to be reputable and have an established track record in managing investments;

(ii)

(iii) Rule 407(4), which requires the submission of the financial track record of the investment manager and investment adviser and persons employed by them; (iv) Rule 409(3), which requires the annual accounts of the annual accounts of Soilbuild REIT for each of the last five financial years to be submitted to the SGX-ST together with the application to the SGX-ST for the listing of Soilbuild REIT; and (v) Rule 609(b), which requires the disclosure in this Prospectus of the pro forma income statement or statement of comprehensive income of Soilbuild REIT for the latest three financial years and for the most recent interim period as if Soilbuild REIT had been in existence at the beginning of the period reported on, as well as the pro forma statement of financial position as at the date to which the most recent pro forma income statement or statement of comprehensive income has been made up; and

(vi) Rule 705(2)(b), which requires the announcement of quarterly financial statements not later than 45 days after the quarter ended 30 September 2013. 1 MISCELLANEOUS (12) The financial year end of Soilbuild REIT is 31 December. (13) A full valuation of each of the real estate assets held by Soilbuild REIT will be carried out at least once a year in accordance with the Property Funds Appendix. Generally, where the Manager proposes to issue new Units (except in the case where new Units are being issued in payment of the Managers management fees) or to redeem existing Units, a valuation of the real properties held by Soilbuild REIT must be carried out in accordance with the Property Funds Appendix. The Manager or the Trustee may at any other time arrange for the valuation of any of the real properties held by Soilbuild REIT if it is of the opinion that it is in the best interest of Unitholders to do so.

The first distribution will be in respect of the period from the Listing Date to 31 December 2013.

239

(14) While Soilbuild REIT is listed on the SGX-ST, investors may check the SGX-ST website: http://www.sgx.com for the prices at which Units are being traded on the SGX-ST. Investors may also check one or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao , for the price range within which Units were traded on the SGX-ST on the preceding day. (15) The Manager does not intend to receive soft dollars (as defined in the CIS Code) in respect of Soilbuild REIT. Save as disclosed in this Prospectus, unless otherwise permitted under the Listing Manual, neither the Manager nor any of its Associates will be entitled to receive any part of any brokerage charged to Soilbuild REIT, or any part of any fees, allowances or benefits received on purchases charged to Soilbuild REIT.

240

GLOSSARY
% Adjustments : : Per centum or percentage Adjustments which are charged or credited to the consolidated audited profit and loss account of Soilbuild REIT in accordance with the principles applicable under the Income Tax Act and generally accepted accounting principles in Singapore for the relevant financial year or the relevant distribution period (as the case may be) The total borrowings and deferred payments (if any) for assets of Soilbuild REIT The agreement for lease entered into between SB (Westpark) Investment Pte. Ltd. and SB Storage Pte. Ltd. in relation to the lease of 234,106 sq ft of space in West Park BizCentral which is currently tenanted to DB Schenker The amount calculated by the Manager (based on the audited financial statements of Soilbuild REIT for that financial year) as representing the consolidated audited net profit after tax of Soilbuild REIT and its SPVs for the financial year, as adjusted to eliminate the effects of Adjustments. After eliminating the effects of these Adjustments, the Annual Distributable Income may be different from the net profit recorded for the relevant financial year JTCs annual land rental scheme where the Lessee is required to pay JTC an annual land rent until the expiry of the ground lease term An area equivalent to 100.0% of the GFA of Solaris and at least 50.0% of the GFA of NK Ingredients and COS Printers (as the case may be) The printed application forms to be used for the purpose of the Offering and which form part of this Prospectus The list of applicants subscribing for Units which are the subject of the Public Offer The following kinds of income: (i) (ii) (iii) (iv) (v) (vi) rental income; car park income; utilities and air-conditioning cost recovery; service income; interest from late payments from tenants; income from the use of ancillary space;

Aggregate Leverage

Agreement for Lease

Annual Distributable Income

annual land rent

Anchor GFA

Application Forms

Application List

Approved Specified Taxable Income

(vii) income from advertising; (viii) income from vending machines; and (ix) administrative income. 241

Associate ATM Authorised Investments

: : :

Has the meaning ascribed to it in the Listing Manual Automated teller machine Means: (i) (ii) real estate; any improvement or extension of or addition to, or reconstruction, refurbishment, retrofitting, renovation or other development of any real estate or any building thereon; real estate-related assets, wherever the issuers, assets or securities are incorporated, located, issued or traded; listed or unlisted debt securities and listed shares or stock and (if permitted by the MAS) unlisted shares or stock of or issued by local or foreign non-property companies or corporations; government securities (issued on behalf of the Singapore Government or governments of other countries) and securities issued by a supra-national agency or a Singapore statutory board; cash and cash equivalent items;

(iii)

(iv)

(v)

(vi)

(vii) financial derivatives only for the purposes of (a) hedging existing positions in Soilbuild REITs portfolio where there is a strong correlation to the underlying investments or (b) efficient portfolio management, provided that such derivatives are not used to gear the overall portfolio of Soilbuild REIT or intended to be borrowings of Soilbuild REIT; and (viii) any other investment not covered by paragraph (i) to (vii) of this definition but specified as a permissible investment in the Property Funds Appendix and selected by the Manager for investment by Soilbuild REIT and approved by the Trustee in writing Authority or MAS Base Fee BCA Board BUS Business Day : : : : : : Monetary Authority of Singapore 10.0% per annum of the Annual Distributable Income Building & Construction Authority The board of Directors Business Under Surveillance Any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore and the SGX-ST is open for trading

242

business space

Refers to (i) all properties zoned as business park (which includes business space used primarily for office, including any ancillary usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial properties) which are used primarily for, among others, manufacturing, engineering, logistics, warehousing, electronics, marine, oil & gas, research and development and value-added knowledge-based activities. Commercial Affairs Department Central Business District CBRE Pte. Ltd. The Central Depository (Pte) Limited or any successor thereof established by the SGX-ST as a depository company which operates a central depository system for the holding and transfer of book-entry securities The Code on Collective Investment Schemes issued by the MAS Capital markets services licence for REIT management Colliers International Consultancy & Valuation (Singapore) Pte Ltd Companies Act, Chapter 50 of Singapore Means a person who (i) (ii) holds directly or indirectly 15.0% or more of the total number of issued shares of the company; or in fact exercises control over the company

CAD CBD CBRE CDP

: : : :

CIS Code CMS Licence Colliers Companies Act controlling shareholder

: : : : :

Controlling unitholder

In relation to a REIT means: (i) a person who holds directly or indirectly 15% or more of the nominal amount of all voting units in the REIT; or in fact exercises control over the REIT;

(ii) COS Printers JTC Lease Co-Managers and Sub-Underwriters CPIB CPF CSC : :

The underlying lease of COS Printers issued by the JTC Religare Capital Markets (Singapore) Pte. Limited and United Overseas Bank Limited Corrupt Practices Investigation Bureau Central Provident Fund Certificate of Statutory Completion

: : :

243

Deposited Property

All the assets of Soilbuild REIT, including the Properties and all the Authorised Investments of Soilbuild REIT for the time being held or deemed to be held upon the trusts under the Trust Deed The CDPs depository services terms and conditions in relation to the deposit of the Units in CDP A project involving the development and/or redevelopment of land, or buildings, or part(s) thereof on land which is acquired, held or leased by Soilbuild REIT, provided always that the Property Funds Appendix shall be complied with for the purposes of such development, but does not include refurbishment, retrofitting and renovations1 Director of the Manager Refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) property tax and (ii) insurance, dayto-day maintenance including cleaning, security, utilities, servicing of lifts and other M&E items Distribution per Unit The underlying lease of Eightrium @ Changi Business Park issued by JTC 1020, 1022, 1024 & 1026 Tai Seng Avenue, 164 & 164A Kallang Way, 171 Kallang Way and Bukit Batok Street 23 A resolution proposed and passed as such by a majority consisting of 75.0% or more of the total number of votes cast for and against such resolution at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed The fees arrangements of the Property Manager, the Manager and the Trustee, as set out in Overview Certain Fees and Charges The period commencing from the date of issuance of the Units until the date falling six months after the Listing Date (both dates inclusive) The forecast and projected results for the Forecast Period 2013 and the Projection Year 2014 The period from 1 April 2013 to 31 December 2013 Financial year ended or, as the case may be, ending 31 December Gross floor area

Depository Services Terms and Conditions Development Project

Director Double net lease

: :

DPU Eightrium JTC Lease

: :

Existing ROFR Properties

Extraordinary Resolution

Fee Arrangements

First Lock-up Period

Forecast and Projection

Forecast Period 2013 FY GFA

: : :

Under the Property Funds Appendix, the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

244

Gross Rental Income

Comprises the net rental income (after rent rebates and provisions for rent free periods) and service charges Comprises Gross Rental Income (which includes rental income and service charges) and other operating income earned from the Properties, including car park revenue and other income attributable to the operation of the Properties Goods and Services Tax Income Tax Act, Chapter 134 of Singapore DTZ Debenham Tie Leung (SEA) Pte Ltd

Gross Revenue

GST Income Tax Act Independent Market Research Consultant Independent Tax Adviser Independent Valuers IPO Portfolio or Properties

: : :

: : :

Allen & Gledhill LLP Colliers and CBRE The IPO portfolio of Properties held by Soilbuild REIT as at the Listing Date, being Eightrium @ Changi Business Park, Solaris, Tuas Connection, West Park BizCentral, NK Ingredients, COS Printers and Beng Kuang Marine, and Property means any one of them Offers, agreements or options that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units Has the meaning ascribed to it in the Property Funds Appendix Has the meaning ascribed to it in the Property Funds Appendix

Instruments

interested party interested party transaction interested person interested person transaction internal roads Investible Savings

: :

: :

Has the meaning ascribed to it in the Listing Manual Has the meaning ascribed to it in the Listing Manual

: :

The internal roads and road access of Tuas Connection The balance in a CPF Ordinary Account plus the net amounts (if any) withdrawn for education and investment Inland Revenue Authority of Singapore DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited Citigroup Global Markets Singapore Pte. Ltd., DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited

IRAS Joint Financial Advisers Joint Global Coordinators, Issue Managers and Underwriters or Joint Bookrunners

: : :

245

JTC land premium

: :

JTC Corporation Land premium refers to the upfront premium paid to JTC on the assignment/transfer of the property in lieu of the annual land rental scheme 26 July 2013, being the latest practicable date prior to the lodgment of this Prospectus with the MAS The lease management agreement dated 29 July 2013 entered into between the Manager and the Trustee The commission payable to the Manager for lease renewal services as described in Overview Certain Fees and Charges One of the conditions upon which the JTC agreed to the transfer of Solaris, NK Ingredients and COS Printers to the Trustee; such condition being that the respective Vendors of the above mentioned properties must occupy (or, in the case of Solaris, lease) the Anchor GFA for a specific period of time Citibank N.A. Singapore Branch, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited The date of admission of Soilbuild REIT to the Official List of the SGX-ST The Listing Manual of the SGX-ST The Units which are held by the Sponsor and Mr Lim Chap Huat which are subject to the lock-up arrangement Mechanical and electrical The management team of the Manager SB REIT Management Pte. Ltd., as manager of Soilbuild REIT A day on which the SGX-ST is open for trading in securities The commission payable to the Property Manager for marketing services as described in Overview Certain Fees and Charges Solaris and the Third Party Master Leased Properties The Sponsor Master Lease and the Third Party Master Leases

Latest Practicable Date

Lease Management Agreement Lease Renewal Commissions Leaseback Anchor Subletting Condition

Lending Banks

Listing Date

Listing Manual Lock-up Units

: :

M&E Management Team Manager Market Day Marketing Services Commissions Master Leased Properties Master Leases or Master Lease Agreements Master Lessees MNCs

: : : : :

: :

: :

The Sponsor Master Lessee and the Third Party Master Lessees Multinational corporations

246

MOM MRT NAV NEA Net Property Income New Debt Facility

: : : : : :

Ministry of Manpower Mass Rapid Transit Net asset value National Environment Agency Consists of Gross Revenue less property expenses A senior term loan facility amounting to S$285.0 million obtained from the Lending Banks that Soilbuild REIT will have in place upon Listing comprising the TLF and a S$5.0 million non-revolving loan facility NK Ingredients Pte. Ltd. (formerly known as NK Chemicals Pte Ltd) The underlying lease of NK Ingredients issued by the JTC Net lettable area The total NLA of the IPO Portfolio which is occupied by tenants/sub-tenants The offering of 586,532,000 Units by the Manager for subscription at the Offering Price under the Placement Tranche and the Public Offer S$0.78 per Unit The 586,532,000 Units to be issued pursuant to the Offering A resolution proposed and passed as such by a majority being greater than 50.0% of the total number of votes cast for and against such resolution at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed An option granted by the Unit Lender to the Joint Bookrunners to purchase from the Unit Lender up to an aggregate of 56,307,000 Units at the Offering Price, solely to cover the over-allotment of Units (if any) DBS Bank Ltd. (including POSB), Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited 25.0% of the difference in DPU in a financial year with the DPU in the preceding financial year (calculated before accounting for the Performance Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year. FY2010, FY2011, FY2012 and the period from 1 January 2013 until the Latest Practicable Date

NIPL NK Ingredients JTC Lease NLA Occupied NLA

: : : :

Offering

Offering Price Offering Units Ordinary Resolution

: : :

Over-Allotment Option

Participating Banks

Performance Fee

Period Under Review

247

Placement Tranche

The international placement of Units to investors, including institutional and other investors in Singapore pursuant to the Offering The distribution of Soilbuild REITs remaining net income (net of tax payable thereon by Soilbuild REIT) for the period from constitution of Soilbuild REIT to the day immediately preceding the Listing Date NK Ingredients, COS Printers and Beng Kuang Marine, being the properties acquired by Soilbuild REIT as a private trust on 15 February 2013, 19 March 2013 and 10 May 2013, respectively The fees payable to the Property Manager for project management services The period from 1 January 2014 to 31 December 2014 Appendix 6 of the CIS Code issued by the MAS SB Property Services Pte. Ltd., as property manager of Soilbuild REIT The property management agreement dated 29 July 2013 entered into between the Manager, the Trustee and the Property Manager In relation to the ROFR, means any proposed offer by a Relevant Entity to dispose of any interest in any Relevant Asset which is owned by the Relevant Entity The PSA Terminals refer to Pasir Panjang Terminal 1, Pasir Panjang Terminal 2, Brani Terminal, Tanjong Pagar Terminal, Keppel Terminal and Sembawang Wharves Per square foot Public Utilities Board The offering to the public in Singapore The purchase consideration for the Sponsor Properties A Unitholder (not being an individual) who is a non-resident of Singapore for income tax purposes and who does not have a permanent establishment in Singapore or who carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used to acquire the Units are not obtained from that operation in Singapore

Private Trust Distribution

Private Trust Portfolio

Project Management Fee Schedule Projection Year 2014 Property Funds Appendix Property Manager

: : :

Property Management Agreement Proposed Disposal

PSA Terminals

psf PUB Public Offer Purchase Consideration Qualifying Non-resident Non-individual Unitholders

: : : : :

248

Qualifying Unitholders

Unitholders who are (a) individuals, (b) companies incorporated and tax resident in Singapore, (c) Singapore branches of companies incorporated outside Singapore that have obtained IRAS approval for distributions to be made to them by Soilbuild REIT without deduction of tax and (d) a body of persons, other than a company or a partnership, incorporated or registered in Singapore, including a charity registered under the Charities Act (Cap. 37) or established by any written law, a town council, a statutory board, a co-operative society registered under the Co-operative Societies Act (Cap. 62) or a trade union registered under the Trade Unions Act (Cap. 333) Any stock exchange of repute in any part of the world

Recognised Stock Exchange Regulation S REIT related corporation Related Party

: : : :

Regulation S under the Securities Act A real estate investment trust Has the meaning ascribed to it in the Companies Act Refers to an interested person and/or, as the case may be, an interested party Refers to an interested person transaction and/or, as the case may be, an interested party transaction In relation to the ROFR, means an income-producing real estate located in Singapore which is used primarily for business space purposes. Where such real estate is held by a Relevant Entity through a SPV established solely to own such real estate, the term Relevant Asset shall refer to the shares or equity interests, as the case may be, in that SPV In relation to the ROFR, means the Sponsor Group or future private funds managed by the Sponsor Group, and where such subsidiaries are not wholly-owned by the Sponsor or where the interests in such private funds are not wholly-owned by the Sponsor and their other shareholder(s) or private fund investors(s) is/are third parties, such subsidiaries or private funds will be subject to the ROFR only upon obtaining the consent of such third parties, and in this respect, the Sponsor shall use its best endeavours to obtain such consent The Subscription Units and the Sponsor Initial Unit Repayment of Soilbuild REITs existing debt

Related Party Transaction

Relevant Asset

Relevant Entity

Relevant Units Repayment of Existing Private Trust Debt Reporting Auditors Retained Taxable Income

: :

: :

Ernst & Young LLP Approved Specified Taxable Income derived in a financial period/year that is not distributed in that financial period/year The right of first refusal granted by the Sponsor to the Trust

ROFR

249

S$ or Singapore dollars and cents Sale and Purchase Agreements SARS SB Storage Leases

Singapore dollars and cents, the lawful currency of the Republic of Singapore The sale and purchase agreements relating to the acquisition of the Sponsor Properties that the Trustee has entered into Severe Acute Respiratory Syndrome The 17 separate lease agreements entered into between SB (Westpark) Investment Pte. Ltd. and SB Storage Pte. Ltd. in relation to the lease of 71,979 sq ft of space in West Park BizCentral The period immediately following the First Lock-up Period until the date falling one year after the Listing Date Securities account or sub-account maintained by a Depositor (as defined in Section 130A of the Companies Act) with CDP U.S. Securities Act of 1933, as amended Securities and Futures Act, Chapter 289 of Singapore

: :

Second Lock-up Period

Securities Account

Securities Act Securities and Futures Act or SFA Settlement Date

: :

The date and time on which the Units are issued as settlement under the Offering Singapore Exchange Securities Trading Limited Small and medium enterprises Soilbuild Business Space REIT The corporate guarantee to be provided by the Sponsor in relation to the Master Lease in respect of Solaris The underlying leases of Solaris for the Main Lot and the Subterranean Lot issued by the JTC The following specified taxable income: (a) Rental income or income from the management or holding of the Properties but not including gains from the disposals of the Properties; Income that is ancillary to the management or holding of the Properties but not including gains from the disposals of the Properties and Singapore dividends; and Income (excluding Singapore dividends) that is payable out of rental income or income from the management or holding of the Properties, but not out of gains from the disposals of such Properties,

SGX-ST SMEs Soilbuild REIT Solaris Corporate Guarantee Solaris JTC Leases

: : : :

Specified Taxable Income

(b)

(c)

and includes the Approved Specified Taxable Income

250

Sponsor Sponsor Group

: :

Soilbuild Group Holdings Ltd. The Sponsor and its subsidiaries and in relation to the ROFR means the Sponsor or any of its existing or future subsidiaries The one Unit held by the Sponsor on the Listing Date immediately before the issue of the Offering Units and the Sponsor Subscription Units The agreement pursuant to which Solaris will be leased back to the Sponsor Master Lessee SB (Solaris) Investment Pte. Ltd., a subsidiary of the Sponsor to whom Solaris will be leased back to pursuant to the Soilbuild Master Lease Eightrium @ Changi Business Park, Tuas Connection and West Park BizCentral Eightrium @ Changi Business Park, Solaris, Tuas Connection, West Park BizCentral, being the properties that will be acquired from the Sponsor on Listing Date The sale and purchase agreements relating to the acquisition of the Sponsor Properties Special purpose vehicle Square feet Square metres DBS Bank Ltd. The subscription agreement entered into between the Manager and Mr Lim Chap Huat, dated 29 July 2013 to subscribe for the Subscription Units The 216,936,999 Units subscribed by Mr Lim Chap Huat Any Unitholder with an interest in one or more Units constituting not less than 5.0% of all Units in issue The approval dated 16 May 2013 issued by the IRAS (as further clarified in IRAS letter of 5 June 2013) according tax transparency for the Approved Specified Taxable Income Distributions made by the Trustee to the Unitholders out of the Approved Specified Taxable Income of Soilbuild REIT NK Ingredients, COS Printers and Beng Kuang Marine

Sponsor Initial Unit

Sponsor Master Lease

Sponsor Master Lessee

Sponsor Multi-tenanted Properties Sponsor Properties

Sponsor Sale and Purchase Agreements SPV sq ft sq m Stabilising Manager Subscription Agreement

: : : : :

Subscription Units Substantial Unitholder

: :

Tax Approval

Taxable Income Distributions Third Party Master Leased Properties

251

Third Party Master Leases

The agreements pursuant to which the Third Party Master Leased Properties will be leased back to the Third Party Master Lessees NIPL (in relation to NK Ingredients), C.O.S Printers Pte Ltd (in relation to COS Printers) and PICCO Enterprise Pte. Ltd. (in relation to Beng Kuang Marine) and/or their relevant subsidiaries S$280.0 million term loan facility Temporary Occupation Permit Refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) annual land rent, (ii) property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and M&E items. The trust deed dated 13 December 2012 entered into between the Manager and the Trustee constituting Soilbuild REIT, as amended and restated by an amended and restating deed dated 29 July 2013, and as may be amended, varied or supplemented from time to time DBS Trustee Limited, as trustee of Soilbuild REIT The underlying lease of Tuas Connection issued by the JTC

Third Party Master Lessees

TLF TOP triple net lease

: : :

Trust Deed

Trustee Tuas Connection JTC Lease Unaudited Pro Forma Financial Information Underwriting Agreement

: :

Unaudited pro forma consolidated financial information of Soilbuild REIT and its subsidiaries The underwriting agreement dated 7 August 2013 entered into between the Sponsor, the Manager, the Joint Bookrunners and the Unit Lender The underwriting, selling and management commission payable to the Joint Bookrunners for their services in connection with the Offering An undivided interest in Soilbuild REIT as provided for in the Trust Deed The general mandate for the Manager to issue Units within certain limits until (i) the conclusion of the first annual general meeting of Soilbuild REIT or (ii) the date by which first annual general meeting of Soilbuild REIT is required by applicable regulations to be held, whichever is earlier Mr Lim Chap Huat The unit lending agreement entered into between the Stabilising Manager (or its affiliates) and the Unit Lender dated 7 August 2013 in connection with the Over-Allotment Option

Underwriting, Selling and Management Commission

Unit(s)

Unit Issue Mandate

Unit Lender Unit Lending Agreement

: :

252

Unitholder(s)

The registered holder for the time being of a Unit including persons so registered as joint holders, except that where the registered holder is CDP, the term Unitholder shall, in relation to Units registered in the name of CDP, mean, where the context requires, the depositor whose Securities Account with CDP is credited with Units Boardroom Corporate & Advisory Services Pte. Ltd. United States of America Urban Redevelopment Authority of Singapore The vendors of the Properties, being the Sponsor (in relation to Eightrium @ Changi Business Park, Solaris, Tuas Connection and West Park BizCentral), NIPL (in relation to NK Ingredients), C.O.S Printers Pte Ltd (in relation to COS Printers) and PICCO Enterprise Pte. Ltd. (in relation to Beng Kuang Marine) and/or their relevant subsidiaries, and each a Vendor The underlying lease of West Park BizCentral issued by the JTC

Unit Registrar United States or U.S. URA Vendors

: : : :

West Park BizCentral JTC Lease

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Any reference in this Prospectus to any enactment is a reference to that enactment for the time being amended or re-enacted. Any reference to a time of day in this Prospectus is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due to rounding. Information contained in the Managers website and the Sponsors website does not constitute part of this Prospectus.

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APPENDIX A

REPORTING AUDITORS REPORT ON THE PROFIT FORECAST AND PROFIT PROJECTION

7 August 2013 The Board of Directors SB REIT Management Pte. Ltd. (as Manager of Soilbuild Business Space REIT) 25 Changi South Street 1 SB Building Singapore 486059 DBS Trustee Limited (as Trustee of Soilbuild Business Space REIT) 12 Marina Boulevard Level 44 DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Dear Sirs, Letter from the Reporting Auditors on the Profit Forecast for the financial period from 1 April 2013 to 31 December 2013 and the Profit Projection for the financial year ending 31 December 2014 This letter has been prepared for inclusion in the final prospectus dated 7 August 2013 (the Prospectus) to be issued in connection with the initial public offering of the units in Soilbuild Business Space REIT (Soilbuild REIT) at the offering price of S$0.78 per unit (the Offering) on the Mainboard of the Singapore Exchange Securities Trading Limited (SGX-ST). The directors of SB REIT Management Pte. Ltd. (the Directors) are responsible for the preparation and presentation of the forecast statement of total return of Soilbuild REIT for the financial period from 1 April 2013 to 31 December 2013 (the Profit Forecast) and the projected statement of total return for the financial year ending 31 December 2014 (the Profit Projection), as set out on page 95 of the Prospectus, which have been prepared on the basis of the assumptions as set out on pages 96 to 103 of the Prospectus. We have examined the Profit Forecast for the financial period from 1 April 2013 to 31 December 2013 and the Profit Projection for the financial year ending 31 December 2014, as set out on page 95 of the Prospectus in accordance with Singapore Standards on Assurance Engagements (SSAE) 3400, The Examination of Prospective Financial Information , issued by the Institute of Singapore Chartered Accountants (ISCA). The Directors are solely responsible for the Profit Forecast and Profit Projection including the assumptions set out on pages 96 to 103 of the Prospectus on which they are based.

A-1

Profit Forecast Based on our examination of the evidence supporting the relevant assumptions, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the Profit Forecast. Further, in our opinion, the Profit Forecast, so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the assumptions, are consistent with the accounting policies set out on pages B-23 to B-29 of the Prospectus, and are presented in accordance with the applicable presentation principles of Recommended Accounting Practice (RAP) 7, Reporting Framework for Unit Trusts (but not all the required disclosures), issued by ISCA, which is the framework to be adopted by Soilbuild REIT in the preparation of its financial statements. Profit Projection The Profit Projection is intended to show a possible outcome based on the stated assumptions. As Soilbuild REIT is newly established without any history of activities and because the length of the period covered by the Profit Projection extends beyond the period covered by the Profit Forecast, the assumptions used in the Profit Projection (which included hypothetical assumptions about future events which may not necessarily occur) are more subjective than would be appropriate for a profit forecast. The Profit Projection does not therefore constitute a profit forecast. Based on our examination of the evidence supporting the relevant assumptions, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the Profit Projection. Further, in our opinion, the Profit Projection, so far as the accounting policies and calculations are concerned, are properly prepared on the basis of the assumptions, are consistent with the accounting policies set out on pages B-23 to B-29 of the Prospectus, and are presented in accordance with the applicable presentation principles of RAP 7 (but not all the required disclosures), which is the framework to be adopted by Soilbuild REIT in the preparation of its financial statements. Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions described above occur, actual results are still likely to be different from the Profit Forecast and Profit Projection since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from those forecasted and projected. For these reasons set out above, we do not express any opinion as to the possibility of achievement of the Profit Forecast and Profit Projection. Attention is drawn, in particular, to the risk factors set out on pages 44 to 69 of the Prospectus which describe the principal risks associated with the Offering to which the Profit Forecast and Profit Projection relate and the sensitivity analysis of the Profit Forecast and Profit Projection as set out on pages 103 to 105 of the Prospectus. This letter has been prepared for inclusion in the Prospectus of Soilbuild REIT to be issued in connection with the Offering and should not be used for any other purpose. Yours faithfully,

ERNST & YOUNG LLP Public Accountants and Chartered Accountants Singapore (Partner-in-charge: Adrian Koh Hian Yan) A-2

APPENDIX B

REPORTING AUDITORS REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
7 August 2013 The Board of Directors SB REIT Management Pte. Ltd. (as Manager of Soilbuild Business Space REIT) 25 Changi South Street 1 SB Building Singapore 486059 DBS Trustee Limited (as Trustee of Soilbuild Business Space REIT) 12 Marina Boulevard Level 44 DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982 Dear Sirs, Report on the compilation of Unaudited Pro Forma Financial Information of Soilbuild REIT for the financial years ended 31 December 2011 and 2012, and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013 We have completed our assurance engagement to report on the compilation of Unaudited Pro Forma Financial Information of Soilbuild Business Space REIT (Soilbuild REIT) by SB REIT Management Pte. Ltd. (the Manager). The Unaudited Pro Forma Financial Information of Soilbuild REIT comprises the Unaudited Pro Forma Balance Sheets as at 31 December 2011 and 2012, and 1 April 2013; the Unaudited Pro Forma Statements of Total Return for the financial years ended 31 December 2011 and 2012, and for the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013; the Unaudited Pro Forma Cash Flow Statements for the financial year ended 31 December 2012 and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, and related notes (collectively, the Unaudited Pro Forma Financial Information) as set out on Appendix B of the final prospectus dated 7 August 2013 (the Prospectus) to be issued in connection with the offering of units in Soilbuild REIT (the Offering). The Unaudited Pro Forma Financial Information of Soilbuild REIT has been prepared for illustrative purpose only and are based on certain assumptions, after making certain adjustments. The applicable criteria (the Criteria) on the basis of which the Manager has compiled the Unaudited Pro Forma Financial Information are described in Section C of Appendix B. The Unaudited Pro Forma Financial Information of Soilbuild REIT has been compiled by the Manager to illustrate the impact of: (a) the total return of Soilbuild REIT if it had acquired the properties comprising Eightrium @ Changi Business Park, Solaris, Tuas Connection and West Park BizCentral (collectively, the Sponsor Properties) and, NK Ingredients, COS Printers and Beng Kuang Marine (collectively, the Third Party Master Leased Properties) and entered into master lease agreements with NK Ingredients, COS Printers and Beng Kuang Marine (Third Party Master Leases), under the same terms set out in the Prospectus on 1 January 2011;

B-1

(b)

the cash flows of Soilbuild REIT if it had purchased the Sponsor Properties and Third Party Master Leased Properties and entered into the Third Party Master Leases, under the same terms set out in the Prospectus on 1 January 2012; and the financial position of Soilbuild REIT if it had purchased the Sponsor Properties and Third Party Master Leased Properties and entered into the Third Party Master Leases, under the same terms set out in the Prospectus on 31 December 2011, 31 December 2012 and 1 April 2013, respectively.

(c)

The dates on which the transactions described above are assumed to have been undertaken, are hereinafter collectively referred to as the Relevant Dates. As part of this process, information about Soilbuild REITs financial position, total returns and cash flows has been extracted by the Manager from the financial statements of SB (Tuaslinc) Investment Pte. Ltd., SB (Solaris) Investment Pte. Ltd., SB (Eightrium) Pte. Ltd. and SB (Westpark) Investment Pte. Ltd., the companies that owned the Sponsor Properties prior to their acquisition by Soilbuild REIT for the financial years ended 31 December 2011 and 2012, on which audit reports have been published; and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, on which no audit or review report has been published. The aforementioned financial statements are hereinafter collectively referred to as the Relevant Financial Statements. The Managers responsibility for the Unaudited Pro Forma Financial Information The Manager is responsible for compiling the Unaudited Pro Forma Financial Information of Soilbuild REIT on the basis of the Criteria. Reporting Auditors responsibility Our responsibility is to express an opinion about whether the Unaudited Pro Forma Financial Information of Soilbuild REIT has been compiled, in all material respects, by the Manager on the basis of the Criteria. We conducted our engagement in accordance with Singapore Standard on Assurance Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus , issued by the Institute of Singapore Chartered Accountants (ISCA). This standard requires that the Reporting Auditors comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Manager has compiled, in all material respects, the Unaudited Pro Forma Financial Information on the basis of the Criteria. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at each of the Relevant Dates would have been as presented.

B-2

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Manager in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those Criteria; and The Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the Reporting Auditors judgement, having regard to the Reporting Auditors understanding of the nature of the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion: (a) the Unaudited Pro Forma Financial Information of Soilbuild REIT has been compiled: (i) from the information in the Relevant Financial Statements (which were prepared in accordance with Singapore Financial Reporting Standards) and is presented in accordance with the relevant presentation principles of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by ISCA; in a manner consistent with the accounting policies to be adopted by Soilbuild REIT; and

(ii)

(iii) on the basis of the Criteria stated in Section C of Appendix B of the Prospectus; and (b) each material adjustment made to the information used in the preparation of the Unaudited Pro Forma Financial Information is appropriate for the purpose of preparing such unaudited financial information

This report has been prepared for inclusion in the Prospectus of Soilbuild REIT to be issued in connection with the Offering and should not be used for any other purpose.

Yours faithfully,

ERNST & YOUNG LLP Public Accountants and Chartered Accountants Singapore (Partner-in-charge: Adrian Koh Hian Yan)

B-3

(A) INTRODUCTION The Unaudited Pro Forma Statements of Total Return, the Unaudited Pro Forma Statements of Cash Flows and the Unaudited Pro Forma Balance Sheets (collectively, the Unaudited Pro Forma Financial Information) of Soilbuild Business Space REIT (Soilbuild REIT) have been prepared for inclusion in the final prospectus dated 7 August 2013 (the Prospectus), to be issued in connection with the initial public offering of the units in Soilbuild REIT (the Offering) on the Mainboard of the Singapore Exchange Securities Trading Limited (SGX-ST). Soilbuild REIT is a Singapore-based real estate investment trust (REIT) established with the principal investment objective of investing in a portfolio of income-producing real estate used primarily for business space purposes in Singapore as well as real estate-related assets. Under the proposed initial public offering of the units in Soilbuild REIT (the Units), 803,469,000 Units will be offered at an offering price of S$0.78 per unit (the Offering Price), payable in full on application. SB REIT Management Pte. Ltd. is the REIT manager of Soilbuild REIT (the Manager). The Manager has general powers of management over the assets of Soilbuild REIT The Managers key objectives are to provide unitholders of Soilbuild REIT (the Unitholders) with regular and stable distributions and long-term growth in distribution per unit (DPU) yield and net asset value (NAV) per Unit, while maintaining an appropriate capital structure. The Manager is a whollyowned subsidiary of Soilbuild Group Holdings Ltd. (the Sponsor), a Singapore incorporated and domiciled company. SB Property Services Pte. Ltd. is the property manager of Soilbuild REIT (the Property Manager). The Property Manager is, among others, responsible for providing property management, project management, marketing and administration of property tax services and property accounting services for the properties in Soilbuild REITs portfolio. The Property Manager is a wholly-owned subsidiary of the Sponsor. As at the assumed listing date on 1 April 2013 (the Listing Date), the initial property portfolio of Soilbuild REIT (the Initial Portfolio) will comprise seven business space properties located in Singapore (the Properties) with an indicative valuation of S$935 million. The Properties are Eightrium @ Changi Business Park, Solaris, Tuas Connection and West Park BizCentral (collectively, the Sponsor Properties) and, NK Ingredients, COS Printers and Beng Kuang Marine (collectively, the Third Party Master Leased Properties).
Initial Annual Rent (S$ Million) n.a. 16.7

The Properties Eightrium @ Changi Business Park(2) Solaris

Property Type Business Park Business Park Industrial Industrial Industrial

Purchase Price (S$ Million) 91.4 293.4

Lease Arrangement Multi-tenanted Master Lease

Master Lease Tenure (years) n.a. Five years from Listing Date n.a. n.a. 15 years from 15 February 2013 10 years from 19 March 2013 Seven years from 10 May 2013

Master Lessee n.a. SB (Solaris) Investment Pte. Ltd. n.a. n.a. NK Ingredients Pte. Ltd. C.O.S Printers Pte Ltd PICCO Enterprise Pte. Ltd.

Tuas Connection(2) West Park BizCentral(2) NK Ingredients

122.7 313.0 60.0

Multi-tenanted Multi-tenanted Master Lease

n.a. n.a. 4.7

COS Printers Beng Kuang Marine

Industrial Industrial

10.3 14.5

Master Lease Master Lease

0.9 1.1

Details on the Managers management fees, the Property Managers fees and Trustees fee are set out in Section H.

B-4

(B) UNAUDITED PRO FORMA FINANCIAL INFORMATION The Manager is unable to prepare pro forma statements of total return, pro forma cash flow statements and pro forma balance sheets for the latest three financial years of Soilbuild REIT to show the pro forma historical financial performance of Soilbuild REIT as: Solaris, which comprises 32.4% of the Initial Portfolio based on the indicative valuations, received its Temporary Occupation Permit (TOP) on 12 October 2010 and West Park BizCentral, which comprises 34.1% of the Initial Portfolio based on the indicative valuations, received its TOP on 29 December 2011. Accordingly, it would not be meaningful to prepare pro forma financials for the year ended 31 December 2010 as 66.5% of the Initial Portfolio was not in operation for most of that year; and The Third Party Master Leased Properties, which comprise 9.3% of the Initial Portfolio based on the indicative valuations (based on the higher of the two independent valuations), were acquired in the months leading up to the Listing Date. The historical information of the Third Party Master Leased Properties is unavailable and, in any event even if it were available, would not be relevant as these Third Party Master Leased Properties were held by unrelated parties under different structures and lease agreements to those which would be put in place after acquisition. However, the pro forma information for the Third Party Master Leased Properties has been prepared as if they had been acquired on similar master lease terms on the assumed date in the Unaudited Pro Forma Financial Information and the listing date of Soilbuild REIT was assumed to have occurred on that date.

For the reasons stated above, the SGX-ST has granted Soilbuild REIT a waiver from the requirement to prepare historical pro forma statements of total return, pro forma cash flow statements and pro forma balance sheets for the latest three financial years of Soilbuild REIT, subject to the inclusion of the following in the Prospectus: Unaudited Pro Forma Statements of Total Return for financial years from 1 January 2011 to 31 December 2011, 1 January 2012 to 31 December 2012 and for the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, assuming the Offering had occurred and was effective on 1 January 2011 under the same terms set out in the Prospectus; Unaudited Pro Forma Cash Flow Statements for the financial year from 1 January 2012 to 31 December 2012 and for the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, assuming the Offering had occurred and was effective on 1 January 2012 under the same terms set out in the Prospectus; Unaudited Pro Forma Balance Sheets as at 31 December 2011, 31 December 2012 and at the Listing Date, assuming the Offering had occurred and was effective on 31 December 2011, 31 December 2012 and at the Listing Date under the same terms set out in the Prospectus; a profit forecast for the financial period from 1 April 2013 to 31 December 2013 (the Profit Forecast) and a profit projection for financial year ending 31 December 2014 (the Profit Projection); and full disclosure on the reasons for providing two years historical pro forma financial information and the waivers granted.

As a condition of the waiver granted by the SGX-ST, the Unaudited Pro Forma Financial Information is presented in this report.

B-5

(C) BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION No financial statement of Soilbuild REIT has been prepared for the financial years ended 31 December 2011 and 2012 as Soilbuild REIT was constituted on 5 October 2012. The Unaudited Pro Forma Financial Information of Soilbuild REIT set out in this report, are expressed in Singapore dollars (S$) and rounded to the nearest thousand, unless otherwise stated. The Unaudited Pro Forma Financial Information of Soilbuild REIT has been compiled by the Manager and has been prepared for illustrative purposes only and is based on certain assumptions, after making certain adjustments, shows the Unaudited Pro Forma Statements of Total Return for the financial years ended 31 December 2011 and 2012, and for the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, the Unaudited Pro Forma Cash Flow Statements for the financial year ended 31 December 2012 and for the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, and the Unaudited Pro Forma Balance Sheets as at 31 December 2011, 31 December 2012 and the Listing Date. The Unaudited Pro Forma Statements of Total Return of Soilbuild REIT for the financial years ended 31 December 2011 and 2012 and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, reflect the financial performance or total return of Soilbuild REIT, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices and entered into the Third Party Master Leases on 1 January 2011 pursuant to the same terms set out in the Prospectus, while the Sponsor Properties are based on respective underlying tenants. The Unaudited Pro Forma Cash Flow Statements show the cash flows of Soilbuild REIT for the financial year ended 31 December 2012 and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices, entered into the Third Party Master Leases on 1 January 2012 pursuant to the same terms set out in the Prospectus while the Sponsor Properties are based on their respective underlying tenants, and is based on the cash flows directly attributable to the Properties and Soilbuild REITs borrowing and unit structures. The Unaudited Pro Forma Balance Sheets of Soilbuild REIT as at 31 December 2011, 31 December 2012 and the Listing Date present the financial position of Soilbuild REIT, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices and entered into the Third Party Master Leases on 31 December 2011, 31 December 2012 and the Listing Date, respectively, pursuant to the same terms set out in the Prospectus. The Unaudited Pro Forma Financial Information has been prepared on the basis of the accounting policies as set out in Section G and is to be read in conjunction with Section H. In addition, the Unaudited Pro Forma Financial Information has been prepared based on the assumption that the issue price is the Offering Price of S$0.78 per unit and that the Over-Allotment Option is fully exercised. The objective of the Unaudited Pro Forma Financial Information is to show what the financial performance, cash flows and financial position might have been, had Soilbuild REIT as described above existed at an earlier date. However, the Unaudited Pro Forma Financial Information is not necessarily indicative of the financial performance, cash flows and financial position of the operations that would have been attained had Soilbuild REIT actually existed earlier. The Unaudited Pro Forma Financial Information is prepared for illustrative purposes only and because of its nature, may not give a true picture of Soilbuild REITs actual financial performance, cash flows or financial position.

B-6

(C) BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) The audited financial statements of SB (Tuaslinc) Investment Pte. Ltd., SB (Solaris) Investment Pte. Ltd., SB (Eightrium) Pte. Ltd. and SB (Westpark) Investment Pte. Ltd., the companies that owned the Sponsor Properties prior to their acquisition by Soilbuild REIT were audited by another auditor and Ernst & Young LLP for the financial years ended 31 December 2011 and 2012 respectively, prepared in accordance with Singapore Financial Reporting Standards and were audited in accordance with Singapore Standards on Auditing. The auditors reports on the aforementioned financial statements were not subject to any qualifications, modifications or disclaimers. The unaudited financial information of SB (Tuaslinc) Investment Pte. Ltd., SB (Solaris) Investment Pte. Ltd., SB (Eightrium) Pte. Ltd. and SB (Westpark) Investment Pte. Ltd. for the financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013 were prepared in accordance with Singapore Financial Reporting Standards and were reviewed by Ernst & Young LLP. The review reports on the aforementioned financial information, which were not published, were not subject to any qualifications, modifications or disclaimers. (i) Unaudited Pro Forma Statements of Total Return The Unaudited Pro Forma Statements of Total Return of Soilbuild REIT for the financial years ended 31 December 2011 and 2012, and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, reflect the financial performance or total return of Soilbuild REIT, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices and entered into the Third Party Master Leases on 1 January 2011 pursuant to the same terms set out in the Prospectus, while the Sponsor Properties are based on respective underlying tenants. In arriving at the Unaudited Pro Forma Statements of Total Return, the following key assumptions and adjustments were made for each of the financial years or periods presented: Gross revenue for the Sponsor Properties is assumed to be computed based on historical underlying tenancy of the individual tenants, which have been applied to the gross rental revenue and gross operating profit in the Relevant Financial Statements, where applicable; Gross revenue for the Third Party Master Leased Properties is assumed to be computed based on the terms of the Third Party Master Leases agreements, which have been applied as an adjustment to gross rental revenue and gross operating profit, where applicable; Property expenses comprise land rent, property tax, utilities, repair and maintenance expenses, and general and related administrative expenses and are based on the amounts incurred on the Properties included in the Relevant Financial Statements; Other operating expenses comprises commission and marketing expenses and are based on the amounts incurred on the Properties included in the Relevant Financial Statements;

B-7

(C) BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) Other trust expenses comprise annual listing fees, registry fees, audit and tax advisory fees, valuation fees, legal fees, costs associated with the preparation of annual reports, investor communication costs and other miscellaneous costs, which are assumed to be incurred by Soilbuild REIT for the financial years ended 31 December 2011 and 2012 and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013; The Properties are acquired at an estimated aggregate purchase price of S$905 million on 1 January 2011; The aggregate valuation of the Properties of S$935 million remained unchanged throughout the periods presented; The Soilbuild REIT debt facilities, being S$285 million unsecured floating rate banking facilities, were in place at the time of the acquisition of the Properties; Interest expense on borrowings is based on an effective interest rate of approximately 3.28% per annum (inclusive of all margins and amortisation of upfront debt financing cost); 100% of taxable income available for distribution to holders of the Units is distributed; Soilbuild REIT is not taxed on the taxable income that is distributed to holders of the Units; Adjustments to (i) reverse the finance costs and related tax effect relating to the borrowings that existed prior to the Listing Date; and (ii) reflect the finance costs on the new borrowings drawn by Soilbuild REIT; Adjustments to reverse the change in fair value of the Properties and the related tax effects recorded previously; Adjustments to (i) reverse property management fees and management fees based on arrangements existing previously, and (ii) include Managers fees, Trustee fees, Property Managers fees based on the formula as set out in Section H, and other operating and trust expenses based on Soilbuild REITs structure; and Adjustment to record a one-off non-capitalised issuance cost for the financial year ended 31 December 2011.

B-8

(C) BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) (ii) Unaudited Pro Forma Cash Flow Statements The Unaudited Pro Forma Cash Flow Statements show the cash flows of Soilbuild REIT for the financial year ended 31 December 2012 and the three-month financial periods from 1 January 2012 to 31 March 2012 and from 1 January 2013 to 31 March 2013, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices, entered into the Third Party Master Leases on 1 January 2012 pursuant to the same terms set out in the Prospectus while the Sponsor Properties are based on their respective underlying tenants, and is based on the cash flows directly attributable to the Properties and Soilbuild REITs borrowing and unit structures. In arriving at the Unaudited Pro Forma Cash Flow Statements, the following key assumptions and adjustments were made for the financial year or periods presented: The Properties are acquired at an estimated aggregate purchase price of S$905 million on 1 January 2012; No asset but only liabilities (comprising rental deposits) directly attributable to the Properties, were also acquired by Soilbuild REIT; The Soilbuild REIT debt facilities were in place at the time of the acquisition of the Properties; The date that Soilbuild REITs borrowings of S$280 million were drawn down and the Units were issued correspond to the timing of the purchase of the Properties on 1 January 2012; Interest expense on borrowings is paid on a quarterly basis, in arrears in the following quarter; Management fees payable to the Manager in the form of Units are paid on a quarterly basis, in arrears in the following quarter; Proceeds raised, net of issue costs, from the Offering amounted to S$609 million; Issue costs relating to the Offering are estimated to be S$17 million and are assumed to be funded by proceeds raised from the Offering; 100% of taxable income available for distribution to holders of the Units is distributed for the financial year or periods presented. Distribution to holders of the Units are paid on a quarterly basis, in arrears; Soilbuild REIT is not taxed on the taxable income that is distributed to holders of the Units; and Cash security deposits received from the tenants is utilised to partially fund the purchase consideration of the Properties, repayment of Soilbuild REITs existing debt and transaction costs.

B-9

(C) BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) (iii) Unaudited Pro Forma Balance Sheets The Unaudited Pro Forma Balance Sheets of Soilbuild REIT as at 31 December 2011, 31 December 2012 and the Listing Date present the financial position of Soilbuild REIT, assuming Soilbuild REIT had been in place, purchased the Properties at their respective purchase prices and entered into the Third Party Master Leases on 31 December 2011, 31 December 2012 and 31 March 2013, respectively, pursuant to the same terms set out in the Prospectus. In arriving at the Unaudited Pro Forma Balance Sheets, the following key assumptions and adjustments were made for each of the dates presented: Properties are acquired at an estimated aggregate purchase price of S$905 million; The aggregate valuation of the Properties of S$935 million remained unchanged throughout the periods presented; No asset but only liabilities (comprising rental deposits) directly attributable to the Properties, were also acquired by Soilbuild REIT; Proceeds raised, net of issue costs, from the Offering amounted to S$609 million; Issue costs relating to the Offering are estimated to be S$17 million and are assumed to be funded by proceeds raised from the Offering; Borrowings of S$280 million were drawn down by Soilbuild REIT on the balance sheet date respectively, to fund the acquisition of the Properties, issue and debt related costs; Adjustments to reverse assets and liabilities of the vendors which are not acquired by Soilbuild REIT; and Cash security deposits received from the tenants is utilised to partially fund the purchase consideration of the Properties, repayment of Soilbuild REITs existing debt and transaction costs.

B-10

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN The Unaudited Pro Forma Statements of Total Return of Soilbuild REIT for the financial years ended 31 December 2011 (FY2011) and 2012 (FY2012) and the three-month financial periods ended 31 March 2012 (1Q 2012) and 2013 (1Q 2013) have been prepared for inclusion in this Prospectus and are presented below. The assumptions used to prepare the Unaudited Pro Forma Statements of Total Return are consistent with those described in Basis of Preparation of Unaudited Pro Forma Financial Information in Section C. Note Gross rental revenue Other operating income Gross revenue Property expenses Property management fees Lease management fees Other operating expenses Property operating expenses Net property income Fair value change in investment properties Managers management fees Trustees fees Other trust expenses Finance costs Net income before and after tax Add/(less): Non-tax (chargeable)/deductible items (net) (2) Return available for distribution to Unitholders
Note: (2) Non-tax (chargeable)/deductible items comprise the Managers management fees paid/payable in the Units, Trustees fees, amortisation of upfront debt financing cost, property and lease management fee, and fair value change in investment properties.

FY2011 (S$000) 38,382 1,140

FY2012 (S$000) 53,147 1,760 54,907 (15,879) (1,098) (549) (1,655) (19,181) 35,726 (5,481) (157) (710) (9,209)

1Q 2012 (S$000) 11,589 279 11,868 (3,247) (237) (119) (194) (3,797) 8,071 (1,066) (39) (178) (2,303)

1Q 2013 (S$000) 16,259 622 16,881 (4,026) (338) (169) (176) (4,709) 12,172 (1,878) (39) (177) (2,302)

39,522 (11,179) (790) (395) (1,714) (14,078) 25,444 29,748 (1,848) (157) (710)

(9,209)

43,268

20,169

4,485

7,776

(24,774)

9,066

1,907

2,870

18,494

29,235

6,392

10,646

B-11

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd) Details of the pro forma adjustments and assumptions made are set out in the Basis of Preparation of Pro Forma Financial Information in Section C.
Aggregated statements of total Note (a) return(3) S$000 S$000 FY 2011 Gross rental revenue Other operating income Gross revenue Property expenses Property management fees Lease management fees Other operating expenses Net property income Fair value change in investment properties Managers management fees Trustees fees Other trust expenses Finance costs Total income for the year before tax Tax expense Net income for the year after tax Add/(Less): Non-tax (chargeable)/deductible items (net)(4) Return available for distribution to Unitholders for financial year ended 31 December 2011
Notes: (3) Aggregated statements of total return does not include the audited financial statements or unaudited management accounts of the vendors of Third Party Master Leased Properties as these were not available to Soilbuild REIT. Non-tax deductible items comprise the Managers management fees paid/payable in the Units, Trustees fees, amortisation of upfront debt financing cost, a one-off, non-capitalised issuance costs, property and lease management fee, and a one-off fair value change in investment properties.

Pro forma adjustments Note (b) S$000 (790) (395) (1,185) (1,848) (157) (710) (3,900) (3,900) Note (c) S$000 (9,209) (9,209) 2,060 (7,149) Note (d) S$000 6,197 439 6,636 8 6,644 6,644 6,644 Note (e) S$000 29,748 29,748 29,748

Unaudited pro forma statement of total return S$000 38,382 1,140 39,522 (11,179) (790) (395) (1,714) 25,444 29,748 (1,848) (157) (710) (9,209) 43,268 43,268

32,185 325,639 357,824 (12,385) (1,714) 343,725 (5,289) 338,436 (2,060) 336,376

(324,938) (324,938) 1,198 (323,740) 5,289 (318,451) (318,451)

4,974

(29,748)

(24,774)

336,376

(318,451)

(3,900)

(2,175)

6,644

18,494

(4)

B-12

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd) Notes to Pro Forma Adjustments: (a) Adjustments to reverse income/gain and expenses which will not be applicable or recurring under the Trusts structure. Adjustments to reflect the following: (i) Property Managers fees based on the revised property management agreement; (ii) Managers management fees based on the Trust Deed; (iii) Trustees fees based on the Trust Deed; (iv) Other trust expenses such as annual listing fees, audit and tax advisory fees, valuation fees, cost associated with the preparation and distribution of reports to Unitholders, investor communication and other miscellaneous expenses based on estimates provided by the Trustee. Adjustments to reflect the following: (i) the borrowing costs based on the Term Loan Facility and the revised capital structure as at the Listing Date and the amortisation of the transaction costs for the Term Loan Facility; (ii) tax ruling on the taxation of Soilbuild REIT and assuming 100% of the taxable income is distributed to Unitholders. Adjustment to incorporate income and expenses of the Third Party Master Leased Properties acquired. Adjustment for fair value gain in investment properties in FY2011.

(b)

(c)

(d)

(e)

B-13

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd)

Unaudited pro forma statement of total return S$000 53,147 1,760 54,907 (15,879) (1,098) (549) (1,655) 35,726 (5,481) (157) (710) (9,209)

Aggregated statements Pro forma adjustments of total return(5) Note (a) Note (b) Note (c) Note (d) S$000 FY 2012 Gross rental income Other operating income Gross revenue Property expenses Property management fees Lease management fees Other operating expenses Net property income Managers management fees Trustees fees Other trust expenses Finance costs Total income for the year before tax Tax expense Net income for the year after tax Add/(Less): Non-tax (chargeable)/deductible items (net) (6) Return available for distribution to Unitholders for financial year ended 31 December 2012
Notes: (5)

S$000 (831) (831) 149 (682) 7,680

S$000 (1,098) (549) (1,647) (5,481) (157) (710)

S$000 (9,209)

S$000 5,792 844 6,636 6 6,642

47,355 1,747 49,102 (16,034) (1,655) 31,413 (7,680)

23,733 (3,781) 19,952

6,998 6,998

(7,995) (7,995)

(9,209) 3,781 (5,428)

6,642 6,642

20,169 20,169

9,066

9,066

19,952

6,998

(7,995)

3,638

6,642

29,235

Aggregated statements of total return does not include the audited financial statements or unaudited management accounts of the vendors of Third Party Master Leased Properties as these were not available to Soilbuild REIT. Non-tax deductible items comprise the Managers management fees paid/payable in the Units, Trustees fees and amortisation of upfront debt financing cost.

(6)

B-14

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd) Notes to Pro Forma Adjustments: (a) Adjustments to reverse income/gain and expenses which will not be applicable or recurring under the Trusts structure. Adjustments to reflect the following: (i) Property Managers fees based on the revised property management agreement; (ii) Managers management fees based on the Trust Deed; (iii) Trustees fees based on the Trust Deed; (iv) Other trust expenses such as annual listing fees, audit and tax advisory fees, valuation fees, cost associated with the preparation and distribution of reports to Unitholders, investor communication and other miscellaneous expenses based on estimates provided by the Trustee. Adjustments to reflect the following: (i) the borrowing costs based on the Term Loan Facility and the revised capital structure as at the Listing Date and the amortisation of the transaction costs for the Term Loan Facility; (ii) tax ruling on the taxation of Soilbuild REIT and assuming 100% of the taxable income is distributed to Unitholders. Adjustment to incorporate income and expenses of the Third Party Master Leased Properties acquired.

(b)

(c)

(d)

B-15

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd)

Unaudited pro forma statement of total return S$000 11,589 279 11,868 (3,247) (237) (119) (194) 8,071 (1,066) (39) (178) (2,303)

Aggregated statements Pro forma adjustments of total return(7) Note (a) Note (b) Note (c) Note (d) S$000 1Q 2012 Gross rental income Other operating income Gross revenue Property expenses Property management fees Lease management fees Other operating expenses Net property income Managers management fees Trustees fees Other trust expenses Finance costs Total income for the period before tax Tax expense Net income for the period after tax Add/(Less): Non-tax (chargeable)/deductible items (net) (8) Return available for distribution to Unitholders for financial period ended 31 March 2012
Notes: (7)

S$000 343 343 1,527

S$000 (237) (119) (356) (1,066) (39) (178)

S$000 (2,303)

S$000 1,507 152 1,659 95 1,754

10,082 127 10,209 (3,685) (194) 6,330 (1,527)

4,803

1,870

(1,639)

(2,303)

1,754

4,485

4,803

1,870

(1,639)

(2,303)

1,754

4,485

1,907

1,907

4,803

1,870

(1,639)

(396)

1,754

6,392

Aggregated statements of total return does not include the audited financial statements or unaudited management accounts of the vendors of Third Party Master Leased Properties as these were not available to Soilbuild REIT. Non-tax deductible items comprise the Managers management fees paid/payable in the Units, Trustees fees and amortisation of upfront debt financing cost.

(8)

B-16

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd) Notes to Pro Forma Adjustments: (a) Adjustments to reverse income/gain and expenses which will not be applicable or recurring under the Trusts structure. Adjustments to reflect the following: (i) Property Managers fees based on the revised property management agreement; (ii) Managers management fees based on the Trust Deed; (iii) Trustees fees based on the Trust Deed; (iv) Other trust expenses such as annual listing fees, audit and tax advisory fees, valuation fees, cost associated with the preparation and distribution of reports to Unitholders, investor communication and other miscellaneous expenses based on estimates provided by the Trustee. Adjustments to reflect the following: (i) the borrowing costs based on the Term Loan Facility and the revised capital structure as at the Listing Date and the amortisation of the transaction costs for the Term Loan Facility; (ii) tax ruling on the taxation of Soilbuild REIT and assuming 100% of the taxable income is distributed to Unitholders. Adjustment to incorporate income and expenses of the Third Party Master Leased Properties acquired.

(b)

(c)

(d)

B-17

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd)

Unaudited pro forma statement of total return S$000 16,259 622 16,881 (4,026) (338) (169) (176) 12,172 (1,878) (39) (177) (2,302)

Aggregated statements Pro forma adjustments of total return(9) Note (a) Note (b) Note (c) Note (d) S$000 1Q 2013 Gross rental income Other operating income Gross revenue Property expenses Property management fees Lease management fees Other operating expenses Net property income Managers management fees Trustees fees Other trust expenses Finance costs Total income for the period before tax Tax expense Net income for the period after tax Add/(Less): Non-tax (chargeable)/deductible items (net) (10) Return available for distribution to Unitholders for financial period ended 31 March 2013
Notes: (9)

S$000 (306) (306) 192 4 (110) 1,516

S$000 (338) (169) (507) (1,878) (39) (177)

S$000 (2,302)

S$000 1,380 279 1,659 91 1,750

14,879 649 15,528 (4,309) (180) 11,039 (1,516)

9,523

1,406

(2,601)

(2,302)

1,750

7,776

9,523

1,406

(2,601)

(2,302)

1,750

7,776

2,870

2,870

9,523

1,406

(2,601)

568

1,750

10,646

Aggregated statements of total return does not include the audited financial statements or unaudited management accounts of the vendors of Third Party Master Leased Properties as these were not available to Soilbuild REIT. Non-tax deductible items comprise the Managers management fees paid/payable in the Units, Trustees fees and amortisation of upfront debt financing cost.

(10)

B-18

(D) UNAUDITED PRO FORMA STATEMENTS OF TOTAL RETURN (contd) Notes to Pro Forma Adjustments: (a) Adjustments to reverse income/gain and expenses which will not be applicable or recurring under the Trusts structure. Adjustments to reflect the following: (i) Property Managers fees based on the revised property management agreement; (ii) Managers management fees based on the Trust Deed; (iii) Trustees fees based on the Trust Deed; (iv) Other trust expenses such as annual listing fees, audit and tax advisory fees, valuation fees, cost associated with the preparation and distribution of reports to Unitholders, investor communication and other miscellaneous expenses based on estimates provided by the Trustee. Adjustments to reflect the following: (i) the borrowing costs based on the Term Loan Facility and the revised capital structure as at the Listing Date and the amortisation of the transaction costs for the Term Loan Facility; (ii) tax ruling on the taxation of Soilbuild REIT and assuming 100% of the taxable income is distributed to Unitholders. Adjustment to incorporate income and expenses of the Third Party Master Leased Properties acquired.

(b)

(c)

(d)

B-19

(E)

UNAUDITED PRO FORMA CASH FLOW STATEMENTS

The Unaudited Pro Forma Cash Flow Statements for the financial year ended 31 December 2012 (FY2012) and the three-month financial periods ended 31 March 2012 (1Q 2012) and 2013 (1Q 2013) have been prepared for inclusion in the Prospectus and presented below. The assumptions used to prepare the Unaudited Pro Forma Cash Flow Statements are consistent with those described in Basis of Preparation of Unaudited Pro Forma Financial Information in Section C. FY2012 (S$000) Operating activities: Net income before tax Adjustments for: Amortisation of loan fee Interest expenses Managers management fees paid in Units Property Managers management fees paid in Units Fair value change in investment properties Operating cash flows before changes in working capital Increase in rental deposits Cash flows from operating activities Investing activities: Purchase of investment properties and related liabilities (11) Cash flows used in investing activities Financing activities: Proceeds from issue of Units (net of issuance costs (12)) Proceeds from borrowings Interest expenses Payment of debt upfront fee Distribution to Unitholders Cash flows from/(used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year/period Cash and cash equivalents at end of financial year/period 609,479 280,000 (7,424) (5,344) (21,928) 854,783 232 232 609,479 280,000 (1,855) (5,344) 882,280 (2,291) (2,291) (1,857) (7,309) (9,166) 3,600 232 3,832 (891,056) (891,056) (892,782) (892,782) 1,781 7,425 3,473 1,098 (29,748) 36,505 36,505 445 1,855 758 238 (29,748) 8,211 8,211 445 1,856 2,043 338 12,462 304 12,766 52,476 34,663 7,780 1Q 2012 (S$000) 1Q 2013 (S$000)

B-20

Notes: (11) The effect of acquisition of the Properties and related liabilities on Soilbuild REITs Unaudited Pro Forma Cash Flow Statements for FY2012 and 1Q 2012 is set out below: FY2012 (S$000) Investment properties Cash Rental deposits Net assets acquired Purchase price Less: Cash acquired Net cash outflow 905,252 (14,196) 891,056 891,056 891,056 1Q 2012 (S$000) 905,252 (12,470) 892,782 892,782 892,782

(12)

The breakdown of the issuance costs is as follows: FY2012 (S$000) Underwriting and selling commission Professional and other fees Miscellaneous issue expenses Total issuance costs 13,036 2,130 2,061 17,227 1Q 2012 (S$000) 13,036 2,130 2,061 17,227

Significant Non-Cash Transactions During FY2012, approximately S$4.6 million of the Managers and Property Managers management fees would be payable in the form of the Units.

B-21

(F)

UNAUDITED PRO FORMA BALANCE SHEETS

The Unaudited Pro Forma Balance Sheets as at 31 December 2011, 31 December 2012 and the Listing Date have been prepared for inclusion in the Prospectus and is presented below. The assumptions used to prepare the Unaudited Pro Forma Balance Sheets are consistent with those described in Basis of Preparation of Unaudited Pro Forma Financial Information in Section C. As at 1 April 2013 (the Listing Date) (S$000)

Note Non-current asset Investment properties Current asset Cash and cash equivalents Total assets Current liabilities Rental deposits Other payables Non-current liabilities Rental deposits Borrowings (net of upfront debt financing costs) Total liabilities (excluding net assets attributable to Unitholders) Net assets attributable to Unitholders Number of Units in issue (000) Net asset value per Unit (S$) 5 6 5 4

As at 31 December 2011 (S$000)

As at 31 December 2012 (S$000)

935,000

935,000

935,000

1,000 936,000

1,000 936,000

1,000 936,000

426 10,385

431 7,920

142

11,306 274,656

13,766 274,656

21,975 274,656

296,773

296,773

296,773

639,227 803,469 0.80

639,227 803,469 0.80

639,227 803,469 0.80

B-22

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION 1. Significant Accounting Policies of Soilbuild REIT The significant accounting policies of Soilbuild REIT, which have been consistently applied in preparing the compilation of Unaudited Pro Forma Financial Information set out in this report, are as follows: Basis of Preparation of the Unaudited Pro Forma Financial Information The Unaudited Pro Forma Financial Information is prepared in accordance with the basis set out in Section C and applied to financial information prepared in accordance with Singapore Financial Reporting Standards (but not all the required disclosures), which is the accounting framework to be adopted by Soilbuild REIT, and the provisions of the trust deed constituting Soilbuild REIT dated 13 December 2012 (the Trust Deed). The Unaudited Pro Forma Financial Information is prepared on the historical cost basis, except as disclosed in the accounting policies below. The Unaudited Pro Forma Financial Information is expressed in Singapore dollars (S$) and rounded to the nearest thousand. The functional currency of Soilbuild REIT is Singapore dollars. Revenue, expenses, receipts and payments are denominated primarily in Singapore dollars. The preparation of the compilation of Unaudited Pro Forma Financial Information requires the Manager to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities. Estimates and underlying assumptions are reviewed by the Manager on an ongoing basis. Revisions to accounting estimates are recognised in the financial period in which the estimate is revised and in any future financial periods affected. Investment Properties Investment properties are properties that are owned by Soilbuild REIT in order to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of goods or services, or for administrative purposes, or in the ordinary course of business. Investment properties comprise completed investment properties. Investment properties are initially measured at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met. Subsequent to initial recognition, investment properties are measured at fair value which reflects market conditions at the end of the reporting period. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise. Investment properties are not subject to depreciation. Investment properties are subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalised and the carrying amounts of the replaced components are recognised in profit or loss. The cost of maintenance, repairs and minor improvements is recognised in profit or loss when incurred.

B-23

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Investment Properties (contd) Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or disposal. Financial assets Financial assets are recognised when, and only when, Soilbuild REIT becomes a party to the contractual provisions of the financial instrument. The Manager determines the classification of financial assets at initial recognition. Financial assets are initially recognised at fair value plus transaction costs except for financial assets, at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately as expenses. Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that Soilbuild REIT commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. Impairment of financial assets The Manager assesses at each end of the reporting period whether there is any objective evidence that a financial asset is impaired. For financial assets carried at amortised cost, the Manager first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Manager determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised, are not included in a collective assessment of impairment. B-24

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Impairment of financial assets (contd) If there is objective evidence that an impairment loss on financial assets carried at amortised cost has incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised in profit or loss. When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has incurred, the Manager considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. Cash and cash equivalents Cash and cash equivalents comprise cash and demand deposits. Financial liabilities Financial liabilities are recognised when, and only when, Soilbuild REIT becomes a party to the contractual provisions of the financial instrument. The Manager determines the classification of financial liabilities at initial recognition. All financial liabilities are initially recognised at fair value plus in the case of financial liabilities not at fair value through profit or loss, directly attributable costs. After initial recognition, financial liabilities other than those designated at fair value through profit or loss are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

B-25

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Net assets attributable to Unitholders Net assets attributable to holders of the Units represent the Unitholders residual interest in Soilbuild REITs net assets upon termination. Qualifying expenses incurred and directly attributable to the initial public offering of the Units and listing on the SGX-ST are deducted directly against net assets attributable to Unitholders. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to Soilbuild REIT and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Manager assesses its revenue arrangements to determine if it is acting as principal or agent. The Manager has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognised: Rental revenue Rental revenue receivable under operating leases is recognised on a straight-line basis over the term of the lease arrangement. Rental revenue arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis. Interest income Interest income is recognised using the effective interest method. Expenses Property expenses are recognised on an accrual basis. Fees paid and payable to the Manager, Property Manager or Trustee are recognised on an accrual basis based on the formula stipulated in Section H. Trust expenses are recognised on an accrual basis. Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

B-26

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Taxes (i) Current tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of the reporting period. Current income taxes are recognised in profit or loss. (ii) Deferred tax Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

B-27

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Taxes (contd) (iii) Sales tax Revenue, expenses and assets are recognised net of the amount of sales tax except: (a) Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and Receivables and payables that are stated with the amount of sales tax included.

(b)

Related parties A related party is defined as follows: (i) A person or a close member of that persons family is related to Soilbuild REIT if that person: (a) (b) (c) Has control or joint control over Soilbuild REIT; Has significant influence over Soilbuild REIT; or Is a member of the key management personnel of Soilbuild REIT or Manager or of a parent of Soilbuild REIT.

(ii)

An entity is related to Soilbuild REIT if any of the following conditions applies: (i) The entity and Soilbuild REIT are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others); One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);

(ii)

(iii) Both entities are joint ventures of the same third party; (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) The entity is a post-employment benefit plan for the benefit of employees of an entity related to Soilbuild REIT. If Soilbuild REIT is itself such a plan, the sponsoring employers are also related to Soilbuild REIT;

(vi) The entity is controlled or jointly controlled by a person identified in (i); (vii) A person identified in (i)(a) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

B-28

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 1. Significant Accounting Policies of Soilbuild REIT (contd) Segment reporting For management purposes, Soilbuild REIT is organised into operating segments based on the type of properties which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the Manager who regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. No geographical segment has been presented as all the properties are located in Singapore. 2. Gross revenue Gross revenue represents rental income received/receivable on Soilbuild REITs investment properties. 3. Finance costs FY2011 (S$000) Interest paid and payable to banks Amortisation of debt upfront costs 7,428 1,781 9,209 4. Investment properties As at 31 December 2011 (S$000) Investment properties 935,000 As at 31 December 2012 (S$000) 935,000 As at 1 April 2013 (S$000) 935,000 FY 2012 (S$000) 7,428 1,781 9,209 1Q 2012 (S$000) 1,858 445 2,303 1Q 2013 (S$000) 1,857 445 2,302

Independent valuations of the investment properties were undertaken by Colliers International Consultancy & Valuation (Singapore) Pte Ltd and CBRE Pte. Ltd. as of 30 April 2013. These firms are independent valuers having appropriate professional qualifications and recent experience in the location and categories of the investment properties being valued. The investment properties are measured based on the higher of the independent valuations or actual transacted price. 5. Rental deposits These relate to rental deposits received from the respective tenants of the Properties.

B-29

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 6. Borrowings As at 31 December 2011 (S$000) Bank loans Less: Debt upfront costs capitalised Borrowings 280,000 (5,344) 274,656 As at 31 December 2012 (S$000) 280,000 (5,344) 274,656 As at 1 April 2013 (S$000) 280,000 (5,344) 274,656

Soilbuild REIT has put in place a term loan facility, being S$285 million secured floating rate banking facilities from Citibank N.A. Singapore Branch, DBS Bank Ltd., The Hong Kong and Shanghai Banking Corporation Limited, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, with staggered loan maturities of two, three, four years term (the Term Loan Facility). 7. Net Assets attributable to Unitholders As at 31 December 2011 (S$000) Units in issue Less: Issuance costs Add: Retained earnings Net assets attributable to holders of the Units 626,706 (17,227) 29,748 As at 31 December 2012 (S$000) 626,706 (17,227) 29,748 As at 1 April 2013 (S$000) 626,706 (17,227) 29,748

639,227

639,227

639,227

803,469,000 Units in issue as at the Listing Date relate to the number of Units in issue immediately after the completion of the Offering. Each Unit in Soilbuild REIT represents an undivided interest in Soilbuild REIT. The rights and interests of holders of the Units are contained in the Trust Deed and include the rights to: (i) (ii) receive income and other distributions attributable to the Units held; participate in the termination of Soilbuild REIT by receiving a share of all net cash proceeds derived from the realisation of the assets of Soilbuild REIT less any liabilities, in accordance with their proportionate interests in Soilbuild REIT. However, a holder of the Units does not have the right to require any assets (or part thereof) of Soilbuild REIT be returned to him;

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(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 7. Net Assets attributable to Unitholders (contd) The restrictions of a holder of the Units include the following: (i) a holder of the right is limited to the right to require due administration of Soilbuild REIT in accordance with the provisions of the Trust Deed; and a holder of the Units has no right to request to redeem his Units while his Units are listed on SGX-ST.

(ii)

The liability of a holder of the Units is limited to the amount paid or payable for any unit in Soilbuild REIT. The provisions of the Trust Deed provide that no holders of the Units will be personally liable to indemnify the Trustee or any creditor of Soilbuild REIT in the event that the liabilities of Soilbuild REIT exceed its assets. Under the Trust Deed, every Unit carries the same voting rights. 8. Commitments Soilbuild REIT entered into commercial rental leases on its investment properties. Future minimum rental receivable under non-cancellable operating leases at the end of the reporting periods are as follows: As at 31 December 2011 (S$000) Receivable After 1 financial year After 1 financial year but within 5 financial years After 5 financial years 23,807 82,947 57,364 164,118 23,807 82,947 57,364 164,118 23,807 82,947 57,364 164,118 As at 31 December 2012 (S$000) As at 1 April 2013 (S$000)

The above operating lease rental receivables comprise amounts receivable under the Master Lease Agreements and the individual lease agreements with underlying tenants of the Properties. Rental receivable under the Master Leases are based on the terms of the Master Lease Agreements respectively. The amounts receivable for such leases are based on the fixed rent as set out in the respective agreements. The Trustee has granted an option to each of the Master Lessees to obtain an additional lease extension on expiry of the initial leases based on the same terms as described above save for amendments required due to any changes in law.

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(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd)

9.

Segment

Operating segment
Industrial 1Q 2013 (S$000) (S$000) (S$000) (S$000) (S$000) (S$000) (S$000) (S$000) (S$000) (S$000) FY 2011 FY 2012 1Q 2012 1Q 2013 FY 2011 FY 2012 1Q 2012 1Q 2013 FY 2011 Adjustments and eliminations Per Unaudited Pro Forma Statements of Total Return FY 2012 (S$000) 1Q 2012 (S$000) 1Q 2013 (S$000)

Business Park

FY 2011

FY 2012

1Q 2012

(S$000)

(S$000)

(S$000)

Revenue

Gross rental revenue 7,767 14,706 25,863 5,316 8,492

23,676

27,284

6,273

38,382

53,147

11,589

16,259

Other operating income 115 8,071 15,185 26,905 5,480 8,810 304 479 1,042 164 318

661

718

1,140 39,522

1,760 54,907

279 11,868

622 16,881

Total revenue

24,337

28,002

6,388

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(9,209) (9,209) 5,318 12,845 19,965 4,520 7,358 (8,135) (8,137) Business Park FY 2012 (S$000) (S$000) (S$000) 1Q 2013 FY 2011 Industrial FY 2012 (S$000) 1Q 2013 (S$000) FY 2011 (S$000) 404,000 3,536 3,535 404,000 531,000 9,260 531,000 10,661 531,000 10,966 1,000 285,041

Results

Finance costs

(2,303)

(2,302)

(9,209)

(9,209)

(2,303)

(2,302)

Return available for distribution to Unitholders

13,784

17,407

3,906

(2,034)

(2,030)

18,494

29,235

6,392

10,646

Adjustments and eliminations FY 2012 (S$000) 1Q 2013 (S$000)

Per Unaudited Pro Forma Balance Sheets FY 2011 (S$000) FY 2012 (S$000) 1Q 2013 (S$000)

FY 2011

(S$000)

Assets 1,000 282,576 1,000 282,272 936,000 296,773 936,000 296,773 936,000 296,773

Segment assets

404,000

Segment liabilities

2,472

(G) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (contd) 10. Fair value of financial instruments Fair value of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value Cash and cash equivalents, rental deposits and borrowings The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the end of the reporting period. 11. Financial Instruments Financial risk management objectives and policies Exposure to credit risk, interest rate risk, currency risk and liquidity risk arises in the normal course of Soilbuild REITs business. Soilbuild REIT has written policies and guidelines, which set out its overall business strategies and its general risk management philosophy. Credit risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Managers objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. Credit evaluations are performed by the Manager before lease agreements are entered into with lessees. In addition, Soilbuild REIT requires lessees to provide tenancy rental deposits. Cash and cash equivalents are placed with financial institutions which are regulated. At the pro forma balance sheet date, the investment properties of Soilbuild REIT, except for three Sponsor Properties, are leased to Master Lessees. The maximum exposure to credit risk is represented by the carrying value of each financial asset on the balance sheet. Interest rate risk Soilbuild REITs exposure to changes in interest rates relate primarily to interest-earning financial assets and interest-bearing financial liabilities. Currency risk Soilbuild REITs investment strategy is to invest, directly or indirectly, in a diversified portfolio of income-producing real estate in Singapore, used primarily for business parks and industrial purposes, whether wholly or partially, as well as real estate-related assets in connection to the foregoing. As such, Soilbuild REITs exposure to currency risk is insignificant. Liquidity risk The Manager monitors the liquidity of Soilbuild REIT and maintains a level of cash and cash equivalents deemed adequate to finance Soilbuild REITs operations. In addition, the Manager also monitors and observes the Code on Collective Investment Schemes issued by the MAS concerning limits on total borrowings. B-33

(H) OTHER INFORMATION The following basis has been used to compute the respective fees for the purpose of the Unaudited Pro Forma Financial Information of Soilbuild REIT. 1. Managers Management fees The Manager is entitled to receive for its own account out of the Deposited Property the following management fees, as stipulated in the Trust Deed: (i) Base fee, being a fee not exceeding the rate of 10.0% per annum (or such lower percentage as may be determined by the Manager in its absolute discretion) of the distributions of Soilbuild REIT; Performance fee, being a fee equal to a rate of 25.0% of the difference in distribution per unit (DPU) in a financial year with the DPU in the preceding financial year (calculated before accounting for the performance fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year; and

(ii)

(iii) Acquisition fee, being 1.0% (or such lower percentage as may be determined by the Manager in its absolute discretion) of the acquisition price of any real estate purchased, or the underlying value of any real estate which is taken into account when computing the acquisition price payable for the equity interests of any vehicle holding directly or indirectly the real estate, or the acquisition price of any approved investment purchased by Soilbuild REIT, whichever is applicable. (iv) Divestment fee, being 0.5% (or such lower percentage as may be determined by the Manager in its absolute discretion) of the sale price of any real estate sold or divested, or the underlying value of any real estate which is taken into account when computing the sale price receivable for the equity interests of any vehicle holding directly or indirectly the real estate, or the sale price of any approved investment sold or divested by Soilbuild REIT, whichever is applicable. (v) Development fee, being 3.0% of the total project costs incurred in development projects undertaken and managed by the Manager on behalf of Soilbuild REIT.

Management fees payable in the form of Units or cash will be made on a quarterly basis, in arrears. For Forecast Period 2013 and Projection Year 2014, the Manager has elected to receive 100% of the management fees in the form of Units. Any increase in the maximum permitted rate or any change in the structure of the Property Managers management fees must be approved by an Extraordinary Resolution at a meeting of holders of the Units duly convened and held in accordance with the provisions of the Trust Deed. 2. Trustees fees The Trustee is entitled to the following remuneration as stipulated in the Trust Deed: (i) A trustee fee on a scaled basis not exceeding the rate of 0.1% per annum of the Value of the Deposited Property (as defined in the Prospectus), which is subject to a minimum amount of S$15,000 per month and shall be payable out of the Deposited Property monthly in arrear; and

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(H) OTHER INFORMATION (contd) 2. Trustees fees (contd) (ii) An one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000 upon listing of Soilbuild REIT.

The actual fee payable will be determined between the Manager and the Trustee from time to time, and is presently charged on a scaled basis of up to 0.02% per annum of the Deposited Property. Any increase in the maximum permitted amount or any change in the structure of the Trustees fee must be approved by an Extraordinary Resolution at a meeting of holders of the Units duly convened and held in accordance with the provisions of the Trust Deed. 3. Lease management fees Under the lease management agreement with Soilbuild REIT, the Property Manager will provide lease management services in relation to the Properties and is entitled to receive the following remuneration: (i) lease management fees, being 1.0% per annum of the gross revenue of such relevant Properties; and lease renewal commission, payable in the form of cash, being: (a) 0.5 month of the secured gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; one month of the secured gross rent inclusive of service charge, for securing a tenancy of five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of 1.5 month of the secured gross rent inclusive of service charge.

(ii)

(b)

(c)

(d)

(e)

The Property Manager will not receive a fee for securing a tenancy of less than six months. For as long as Solaris is leased back to the Sponsor and/or its relevant subsidiaries under a master lease arrangement, no lease management fee or lease renewal commissions will be payable in relation to such Property. For Forecast Period 2013 and Projection Year 2014, the Property Manager has elected to receive 100% of the lease management fees in the form of Units.

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(H) OTHER INFORMATION (contd) 4. Property management fees Under the property management agreement with Soilbuild REIT, the Property Manager will provide property management services in relation to the Properties and is entitled to receive the following remuneration: (i) Property management fee, being 2.0% per annum of the gross revenue of such relevant Properties; and Marketing services commission, payable in the form of cash, being: (a) one months gross rent inclusive of service charge, for securing a tenancy of three years; an amount pro-rated based on a tenancy for three years as per (a) above, for securing a tenancy of six months or more but less than three years; Two months gross rent inclusive of service charge, for securing a tenancy of five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than three years but less than five years; an amount pro-rated based on a tenancy for five years as per (c) above, for securing a tenancy of more than five years (with the terms of the lease subject to the prior approval of the Manager) provided always that the commission payable shall not exceed a sum of three months gross rent inclusive of service charge.

(ii)

(b)

(c)

(d)

(e)

The Property Manager will not receive a fee for securing a tenancy of less than six months. For as long as Solaris is leased back to the Sponsor and/or its relevant subsidiaries under a master lease arrangement, no Marketing Services Commission for new lease will be payable in relation to such Property. For Forecast Period 2013 and Projection Year 2014, the Property Manager has elected to receive 100% of the property management fees in the form of Units. 5. Operational and maintenance fees In relation to West Park BizCentral, the Property Manager shall provide a comprehensive operational and maintenance service and is entitled to a fixed monthly maintenance fee of S$75,000 with an annual increase of 3.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, the Property Manager will pay for all operational and maintenance expenses in relation to West Park BizCentral and shall not claim any operational expenses or claim any of the above reimbursements or expenses for West Park BizCentral for the period of five years while this arrangement is in force.

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(H) OTHER INFORMATION (contd) 6. Car park management services In relation to West Park BizCentral, the Property Manager shall operate and maintain the car park and pay the Trustee a monthly licence fee of S$40,000, with an annual increase of 5.0% per annum on 1 April of each year with the first escalation occurring on 1 April 2014. For the avoidance of doubt, any car park income accrued from West Park BizCentral shall belong to the Property Manager for the period of five years while this arrangement is in force.

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APPENDIX C

INDEPENDENT TAXATION REPORT

The Board of Directors SB REIT Management Pte. Ltd. as Manager of Soilbuild Business Space REIT 25 Changi South Street 1 Singapore 486059 DBS Trustee Limited as Trustee of Soilbuild Business Space REIT 12 Marina Boulevard Level 44 DBS Asia Central @Marina Bay Financial Centre Tower 3 Singapore 018928 7 August 2013 Dear Sirs SINGAPORE TAXATION REPORT This letter has been prepared at the request of SB REIT Management Pte. Ltd. (the Manager ) for inclusion in the Prospectus to be issued in relation to the initial public offering of units in Soilbuild Business Space REIT ( Soilbuild REIT ) on the Singapore Exchange Securities Trading Limited. The purpose of this letter is to provide prospective purchasers ( Unitholders ) of the units in Soilbuild REIT ( Units ) with an overview of the Singapore income tax consequences of the acquisition, ownership and disposition of the Units. The information contained in this letter may be more relevant to Unitholders who acquire and hold the Units as long-term investment assets. Therefore, Unitholders who acquire and hold the Units for dealing or trading purposes should consult their own tax advisers concerning the tax consequences of the acquisition and holding of the Units based on their personal circumstances. This letter does not constitute tax advice and does not attempt to describe comprehensively all the tax considerations that may be relevant to a decision to acquire, own or dispose of the Units. Unitholders should consult their own tax advisers concerning the tax consequences of their acquisition, holding and disposal of the Units based on their personal circumstances. In particular, Unitholders who are not Singapore tax residents are advised to consult their own tax advisers to take into account the tax implications under the tax laws of their respective countries of tax residence and the existence of any tax treaty, which their countries of tax residence may have with Singapore. This letter is based on the Singapore income tax law and the relevant interpretation thereof current as at the date of this letter (all of which may be subject to change, possibly with retroactive effect) and the announced 2013 Budget measures, which are subject to legislative enactment. Words and expressions in this letter have the same meaning as defined in the Prospectus. In addition, unless the context requires otherwise, words in the singular include the plural and the other way around and words of one gender include any gender.

C-1

SINGAPORE TAXATION OF TRUSTS IN GENERAL Under the existing provisions of the Income Tax Act, the taxable income of a trust comprises: (a) (b) income accruing in or derived from Singapore (or deemed as such); and unless otherwise exempt, income derived from outside Singapore which is received in Singapore (or deemed as such).

The taxable income of a trust is ascertained in accordance with the provisions of the Income Tax Act, after deduction of all allowable expenses and any other allowances permitted under that Act. The taxable income of a trust, or part thereof, is taxed at the prevailing corporate rate of income tax and the tax is assessed on the trustee in the following circumstances: where the income is derived from any trade or business carried on by the trustee, in its capacity as the trustee of the trust; where the beneficiaries of the trust are not resident in Singapore for Singapore income tax purposes; or where the beneficiaries are not entitled to the income of the trust.

Any distribution made out of taxable income which has been assessed to tax on the trustee is treated as capital in nature and the beneficiaries will not be subject to further tax on such distribution. Under section 43(2) of the Income Tax Act, where it is proved to the satisfaction of the Comptroller of Income Tax that any beneficiary of a trust is entitled to a share of the trust income, the beneficiaries of the trust will be assessed to tax (rather than the trustee) on their respective shares of the statutory income of the trust at the respective tax rates applicable to the beneficiaries. This tax treatment, where the beneficiary (rather than the trustee) is assessed to tax on the share of the trust income to which the beneficiary is entitled, is applicable only in certain circumstances and IRAS agreement should be sought as to the application of this tax treatment. TAXATION OF SOILBUILD REIT The Singapore taxation of the specified items of income that Soilbuild REIT is expected to derive and of any gains arising from the disposal of its investments is as described below. The taxable income of Soilbuild REIT will comprise substantially of income derived from the letting of properties and property related income. The amount of taxable income will be ascertained in accordance with the provisions of the Income Tax Act, after deduction of all allowable expenses and any other allowances permitted under that Act. Soilbuild REIT has obtained approval from the IRAS (the Tax Approval ) to apply the tax transparency treatment set out in Section 43(2) of the Income Tax Act to the following income (the Approved Specified Taxable Income ): (a) (b) (c) (d) (e) rental income; car park income; utilities and air-conditioning cost recovery; service income; interest from late payments from tenants;

C-2

(f) (g) (h) (i)

income from the use of ancillary space; income from advertising; income from vending machines; and administrative income.

This Tax Approval is subject to certain terms and conditions. Tax treatment under the Tax Approval Approved Specified Taxable Income distributed to Unitholders Subject to meeting all the terms and conditions of the Tax Approval, the Trustee will not be taxed on Soilbuild REITs Approved Specified Taxable Income to the extent of the amount that is distributed to Unitholders. Instead, the Trustee and the Manager will deduct income tax at the prevailing corporate tax rate (currently 17.0%) from such distributions of Soilbuild REITs Approved Specified Taxable Income ( Taxable Income Distributions ). However, tax will not be deducted (which does not necessarily mean that such distributions are therefore exempt from Singapore income tax see Taxation of Soilbuild REITs Unitholders) if the Unitholder beneficially entitled to the distributions is a Qualifying Unitholder. A Qualifying Unitholder refers to: (a) (b) (c) an individual; a company incorporated and tax resident in Singapore; a Singapore branch of a company incorporated outside Singapore that has obtained IRAS approval for distributions to be made to it by Soilbuild REIT without deduction of tax; and a body of persons, other than a company or a partnership, incorporated or registered in Singapore, including a charity registered under the Charities Act (Cap. 37) or established by any written law, a town council, a statutory board, a co-operative society registered under the Co-operative Societies Act (Cap. 62) or a trade union registered under the Trade Unions Act (Cap. 333).

(d)

For Units which are jointly held, tax will be deducted from Taxable Income Distributions, except where the Manager is satisfied that the Units are jointly beneficially held by Qualifying Unitholders. Where the beneficial owner of the Units is a Qualifying Non-resident Non-individual, tax at the reduced rate of 10.0% will be deducted on Taxable Income Distributions made by Soilbuild REIT on or before 31 March 2015. A Qualifying Non-resident Non-individual is a person (other than an individual) who is not a resident of Singapore for income tax purposes and: (a) (b) who does not have a permanent establishment in Singapore; or who carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used by that person to acquire the Units are not obtained from that operation.

Unitholders who are Qualifying Unitholders and Qualifying Non-resident Non-individual Unitholders must disclose their tax status in a prescribed form provided by the Manager (see Declaration by Unitholders). This will assist the Trustee and the Manager to ensure that the correct rate of withholding is levied on the Taxable Income Distributions as set out above.

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Where the Units are held in the name of nominees, the Trustee and the Manager will deduct income tax at the prevailing corporate tax rate from Taxable Income Distributions, except: (a) where the beneficial owners or ultimate beneficial owners (where the Units are held through more than one level of nominees) of the Units are Qualifying Unitholders, tax may not be deducted from the distributions where a declaration is made by the nominee(s) of the status of the beneficial owners or ultimate beneficial owners (as the case may be) of the Units in a prescribed form provided by the Manager (See Declaration by Unitholders) and the Manager is satisfied that the beneficial owners or ultimate beneficial owners (as the case may be) are Qualifying Unitholders; and where the beneficial owners or ultimate beneficial owners (where the Units are held through more than one level of nominees) of the Units are Qualifying Non-resident Non-individual Unitholders, tax may be deducted at the reduced rate of 10.0% for distributions made on or before 31 March 2015 where a declaration is made by the nominee(s) of the status of the beneficial owners or ultimate beneficial owners (as the case may be) of the Units in a prescribed form provided by the Manager (See Declaration by Unitholders) and the Manager is satisfied that the beneficial owners or ultimate beneficial owners (as the case may be) are Qualifying Non-resident Non-individual Unitholders.

(b)

Approved Specified Taxable Income not distributed To the extent of any amount of Approved Specified Taxable Income is not distributed to Unitholders ( Retained Taxable Income ), tax on such Retained Taxable Income will be assessed on the Trustee. In the event that a distribution is subsequently made out of such Retained Taxable Income which has been taxed on the Trustee, such distribution will not be further taxed and the Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Rollover adjustments Taxable Income Distributions made to Unitholders will be based on the amount of Approved Specified Taxable Income determined by the Manager. In the event that the Approved Specified Taxable Income finally agreed with the IRAS is different from the Approved Specified Taxable Income determined by the Manager for distribution purposes, the difference will be added to or deducted from, as the case may be, the Approved Specified Taxable Income determined by the Manager for the next distribution immediately after the difference has been agreed with the IRAS. The practical effect of these rollover adjustments to Unitholders is that the Approved Specified Taxable Income for a distribution period may be lower or higher than the Approved Specified Taxable Income ascertained based on the income of Soilbuild REIT purely for that distribution period. Gains on sale of properties Singapore does not impose tax on capital gains. Gains derived by Soilbuild REIT from the disposal of its properties will not be liable to Singapore income tax unless the gains are considered income from Soilbuild REITs trade or business. The gains may also be subject to tax if the properties are acquired with the intent or purpose of making a profit from their subsequent sale and not for long-term investment purposes. Whether any gain from the sale of any of its properties is or is not derived from a trade or business has to be determined based on the totality of facts surrounding the acquisition, holding and disposal of the properties. C-4

Should such gains be determined to be income and hence subject to income tax, the tax will be assessed on the Trustee. In the event that the Trustee and the Manager exercise their discretion to make a distribution out of such gains assessed to tax directly on the Trustee, such distribution will not be further taxed and the Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. TAXATION OF SOILBUILD REITS UNITHOLDERS General The tax treatment of distributions made by Soilbuild REIT in the hands of its Unitholders will depend on the nature or type of distributions and the type of Unitholders. Following the interpretation of the IRAS on the source of income of a distribution by a REIT, any distribution received by Unitholders and on which income tax is to be imposed is chargeable to tax under section 10(1)(e) or 10(1)(a) of the Income Tax Act depending on the circumstances of the Unitholders. If a Unitholder holds the Units as long-term investment assets, the distributions are chargeable to tax under section 10(1)(e) of the Income Tax Act. If a Unitholder holds the Units as trading assets, the distributions are chargeable to tax under section 10(1)(a) of the Income Tax Act. The distribution to Unitholders, to the extent that it is made out of Approved Specified Taxable Income, is taxed as income of the year of assessment which corresponds to the year of assessment in which the Approved Specified Taxable Income is derived by Soilbuild REIT, regardless of when the distribution is paid to the Unitholders. For example, if a Unitholder receives a distribution say on 18 March 2014 in respect of the Approved Specified Taxable Income of Soilbuild REIT for the distribution period ending 31 December 2013, that distribution, being a distribution out of Soilbuild REITs Approved Specified Taxable Income derived during the financial year ending 31 December 2013, will be considered income derived by the Unitholder for the year of assessment 2014. Individuals who hold the Units as long-term investment assets All individuals who hold the Units as long-term investment assets (therefore excluding individuals who hold such Units through a partnership in Singapore or as part of a trade, business or profession) are exempt from income tax pursuant to Section 13(1)(zh) of the Income Tax Act on Taxable Income Distributions by Soilbuild REIT, regardless of the individuals nationality or tax residence status. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable.

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Individuals who hold the Units as trading assets or who hold the Units through a partnership in Singapore Individuals who hold the Units as trading assets or individuals who hold the Units through a partnership in Singapore should note that the tax exemption on REIT distributions for individual Unitholders pursuant to Section 13(1)(zh) of the Income Tax Act is not applicable to Taxable Income Distributions by Soilbuild REIT received by individual Unitholders through a partnership in Singapore or from the carrying on of a trade, business or profession and such individual Unitholders should declare the gross amount of such distributions received as income in their tax returns. Such distributions will be taxed in the individuals hands at their own applicable income tax rates. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Non-individuals (other than Qualifying Non-resident Non-individuals) Unitholders Non-individual (other than Qualifying Non-resident Non-individuals) Unitholders are subject to Singapore income tax on the gross amount of Taxable Income Distributions by Soilbuild REIT, regardless of whether the Trustee and the Manager had deducted tax from the distributions. Where tax had been deducted at source at the prevailing corporate tax rate, the tax deducted is not a final tax. Such non-individual Unitholders can use such tax deducted at source as a set-off against their Singapore income tax liabilities when reporting the distributions to tax. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable.

C-6

Qualifying Non-resident Non-individuals Qualifying Non-resident Non-individual Unitholders are subject to Singapore income tax on the gross amount of Taxable Income Distributions by Soilbuild REIT. The tax imposed is deducted at source at the prevailing corporate tax rate except that for distributions made on or before 31 March 2015 where the tax rate is reduced to 10.0%. The tax deducted at the reduced rate of 10.0% is a final tax. Distributions made out of income previously taxed at the Trustee level (for example, distributions made out of Retained Taxable Income or out of gains from the disposal of properties which are taxed as income) will not be further taxed and Unitholders will not be able to claim a tax credit in respect of the tax paid at the Trustee level. Any distributions made out of non-income (for example, operating cash flows, unrealised revaluation gains on Soilbuild REITs portfolio, etc.) will be regarded as a return of capital to the Unitholders. A return of capital cannot be onward distributed as income by the Unitholders. For Unitholders who are liable to income tax on gains arising from the disposal of the Units, they should reduce their cost of the Units by the amount of return of capital in calculating the amount of taxable income from the subsequent disposal of the Units. If the amount of return of capital exceeds the cost of the Units, the excess will be subject to tax as trading income for these Unitholders. The proceeds from the subsequent sale of all remaining Units will also be fully taxable. Distributions of capital gains Distributions made out of gains or profits arising from a disposal of properties that have been determined to be capital gains are not taxable in the hands of Unitholders. Gains on disposal of the Units Singapore does not impose tax on capital gains. Therefore, gains on disposal of the Units that are capital in nature will not be subject to tax. However, such gains may be considered income in nature and subject to income tax if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity, if the Unitholder did not intend to acquire and hold the Units as long-term investments. Whether any gain from the sale of any of the Units is or is not derived from a trade or business has to be determined based on the totality of facts surrounding the acquisition, holding and disposal of the Units. Because of this, Unitholders are advised to consult their own professional advisers on the Singapore tax consequences that may apply to their individual circumstances. DECLARATION BY UNITHOLDERS As it is the responsibility of the Trustee and/or Manager to determine the correct rate of withholding tax to apply to Taxable Income Distributions: (a) in respect of Units held directly by beneficial owners who are Qualifying Unitholders or Qualifying Non-resident Non-individual Unitholders, these Unitholders will have to make a declaration of their tax residence status and provide such other particulars in a prescribed form or provide any other documents as may be required by the Manager; and in respect of Units held by nominees for the benefit of Qualifying Unitholders or Qualifying Non-resident Non-individual Unitholders, these nominees will have to declare the tax residence status of the ultimate beneficial owners of the Units and provide such other particulars in a prescribed form or provide any other documents as may be required by the Manager. C-7

(b)

A draft sample of each of the prescribed forms is attached as an Annex to this Taxation Report. The prescribed form must be completed and returned to the Trustee within the time limit set by the Trustee and the Manager. The Trustee and the Manager will make Taxable Income Distributions without deduction of tax or after deduction of tax at the reduced rate of 10.0% (for distributions made by Soilbuild REIT on or before 31 March 2015 to Qualifying Non-resident Non-individual Unitholders), as the case may be, only if they are satisfied from the declarations made in the prescribed forms, particulars and documents provided (as the case may be) that the beneficial owners of the Units and distributions to be made are Qualifying Unitholders and Qualifying Non-resident Non-individual Unitholders respectively. Tax residence of a company A company is considered a tax resident of Singapore if the control and management of its business is exercised in Singapore. Singapore branches of foreign companies Tax will be deducted at the prevailing corporate tax rate from Taxable Income Distributions made to Singapore branches of foreign companies ( Singapore branches ), unless these Singapore branches submit, together with the duly completed prescribed form, a copy of the letter of approval from the IRAS waiving the deduction of tax from distributions to be made by Soilbuild REIT to the Singapore Branches. Singapore branches can apply to the IRAS for waiver of deduction of tax subject to the terms and conditions imposed under the currently available administrative concession as set out in the e-Tax Guide on Application for waiver of withholding tax on payments to Singapore branches of non-resident companies which are not banks 1998/IT/3, Revised Edition 1 August 2008. TERMS AND CONDITIONS OF THE TAX APPROVAL The Tax Approval granted by the IRAS is contingent upon the Trustee and the Manager fulfilling certain terms and conditions. The Trustee and the Manager have given certain joint undertakings to the IRAS (as required by the IRAS) to safeguard against tax leakages as a result of the Tax Approval which must be complied with, and the Trustee and Manager will have to comply with all administrative requirements imposed by the IRAS. The Tax Approval is premised on the representations made and information furnished to the IRAS in the course of the application for the Tax Approval remaining correct and accurate.

Yours faithfully

Lim Pek Bur Partner For and on behalf of Allen & Gledhill LLP

C-8

To: Unit Registrar FORM A DECLARATION FOR SINGAPORE TAX PURPOSES

Name of registered holder (preprinted) Address (preprinted) Securities Account No. (preprinted) Holding: Unit (preprinted)

Name of Counter: Soilbuild Business Space REIT

Please read the following important notes carefully before completion of this Form: 1. The Trustee and the Manager of Soilbuild Business Space REIT (Soilbuild REIT) will generally not deduct tax from distributions made out of Soilbuild REITs Approved Specified Taxable Income that is not taxed at the Trustee level of Soilbuild REIT to: (a) (b) (c) Unitholders (who are beneficial owners of the Units) who are individuals; Unitholders (who are beneficial owners of the Units) who are companies incorporated and tax resident in Singapore; Unitholders (who are beneficial owners of the Units) who are Singapore branches of companies incorporated outside Singapore that have obtained approval from the Inland Revenue Authority of Singapore for distributions to be made to it by Soilbuild REIT without deduction of tax; or Unitholders (who are beneficial owners of the Units) who are a body of persons, other than a company or a partnership, incorporated or registered in Singapore, including a charity registered under the Charities Act (Cap. 37) or established by any written law, a town council, a statutory board, a co-operative society registered under the Co-operative Societies Act (Cap. 62) or a trade union registered under the Trade Unions Act (Cap. 333).

(d)

2.

For distributions made to classes of Unitholders that do not fall within the categories stated under Note 1 above, the Trustee and the Manager of Soilbuild REIT will deduct tax at the rate of 10% if the Unitholders (who are beneficial owners of the Units) are Qualifying Non-resident Non-individuals. A Qualifying Non-resident Non-individual is one who is not a resident of Singapore* for income tax purposes and: (a) (b) who does not have a permanent establishment^ in Singapore; or who carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used by that person to acquire the Units in Soilbuild REIT are not obtained from that operation.

3. 4.

Unitholders are required to complete the applicable Section A, B or C if they fall within the categories (b) to (d) stated under Note 1 or Section D if they qualify as a Qualifying Non-resident Non-individual as described under Note 2. The Trustee and the Manager of Soilbuild REIT shall be entitled to rely on the declarations made in this Form to determine (i) if tax is to be deducted for the categories of Unitholders listed in (b) to (d) under Note 1; and (ii) if tax is to be deducted at the rate of 10% for distributions to a Qualifying Non-resident Non-individual. Please therefore ensure that the appropriate section of this Form is completed in full and legibly and is returned to [Unit Registrar] within the stipulated time limit. Failure to comply with any of these requirements will render this Form invalid and therefore, the Trustee and the Manager shall be entitled to deduct tax at the prevailing corporate tax rate from the distributions in respect of which this declaration is made. Unitholders who fall within class (a) under Note 1 are not required to submit this declaration form . Unitholders who do not fall within the classes of Unitholders listed in Note 1 and Note 2 above can choose not to return this Form as tax will be deducted from the distributions made to them at the prevailing corporate tax rate in any case. Unitholders who hold their Units jointly (where at least one of the joint holders is not an individual) or through nominees do not have to return this Form. For the purposes of satisfying the Trustee and/or Manager of Soilbuild REIT that the beneficial owners of the Units in Soilbuild REIT are Qualifying Unitholders or Qualifying Non-resident Non-individual Unitholders so as to apply the correct withholding tax rate to the distributions, Unitholders are required to comply with any requests by the Trustee and/or Manager of Soilbuild REIT for further information or documents. Please make sure that the information given and the declaration made in this Form is true and correct. This Form must be returned to [Unit Registrar] by [Date] . A company is not a resident of Singapore if the management and control of its business is exercised outside Singapore. Under the Singapore Income Tax Act, permanent establishment means a fixed place where a business is wholly or partly carried on including a place of management, a branch, an office, a factory, a warehouse, a workshop, a farm or plantation, a mine, oil well, quarry or other place of extraction of natural resources, a building or work site or a construction, installation or assembly project. In addition, a Unitholder shall be deemed to have a permanent establishment in Singapore if it: (i) (ii) carries on supervisory activities in connection with a building or work site or a construction, installation or assembly project; or has another person acting on the Unitholders behalf in Singapore who: (a) (b) (c) has and habitually exercises an authority to conclude contracts; maintains stock of goods or merchandise for the purpose of delivery on its behalf; or habitually secures orders wholly and almost wholly for the Unitholder or for such other enterprises as are controlled by the Unitholder.

5. 6. 7. 8.

9. 10. * ^

C-9

DECLARATION FOR SINGAPORE TAX PURPOSES

Section A: To be completed by Unitholder who is a Singapore incorporated company I, ________________________________________, NRIC/Passport No. ___________________________, the Director of _______________________________ (the Company), hereby declare that the Company is the benecial owner of the holdings stated above and that: Tick (/) either the Yes or No box Yes No (a) the Company is incorporated in Singapore and its registration number is (b) the management and control of the Companys business for the preceding year and from the beginning of this year to the date of this Declaration was exercised in Singapore and there is no intention, at the time of this Declaration, to change the place of management and control of the Company to a location outside Singapore; and (c) the Company has previously led tax returns with the Inland Revenue Authority of Singapore. If your reply to (c) is Yes, please proceed with (d) (d) the Company is declared as a tax resident of Singapore# based on the latest tax return led with the Inland Revenue Authority of Singapore.

Signature of Declarant: ________________________ Date: ___________________ Contact No: ________________________ # A company is tax resident in Singapore if the management and control of its business is exercised in Singapore.

Section B: To be completed by Unitholder who is a Singapore branch of a foreign company I, ___________________________________________, NRIC/Passport No. ________________________________, the manager of__________________________________ (the Singapore Branch), hereby declare that the Singapore Branch is the benecial owner of the holdings stated above and that the Inland Revenue Authority of Singapore has granted approval to the Singapore Branch to receive distribution from Soilbuild REIT without deduction of tax. A copy of the letter of approval dated _____________ is attached. Signature of Declarant: ________________________ Contact No: ________________________ Date: ___________________

Section C: To be completed by Unitholder who falls under Note 1(d) I, _______________________________________, NRIC/Passport No. __________________________, the principal ofcer of_______________________________ (the Entity), hereby declare that the Entity is the benecial owner of the holdings stated above and that the entity is (tick whichever is applicable): a Singapore statutory board. a co-operative society registered under the Co-operative Societies Act (Cap. 62). a trade union registered under the Trade Unions Act (Cap. 333). a charity registered under the Charities Act (Cap. 37) or a charity established by an Act of Parliament. a town council. any other non-corporate entity (other than a partnership or a company) constituted or registered in Singapore. Date: ___________________

Signature of Declarant: ________________________ Contact No: ________________________

Section D: To be completed by Unitholder which falls under Note 2 I, _______________________________________, NRIC/Passport No. __________________________, the Director/Principal Ofcer of _______________________________ (the Entity), hereby declare that the Entity is the benecial owner of the holdings stated above and that: Tick (/) either the Yes or No box Yes (a) the Entity is not a resident of Singapore* for income tax purposes for the preceding year and from the beginning of this year to the date of this Declaration and there is no intention, at the time of this Declaration, to change the tax residence of the Entity to Singapore; and (b) the Entity does not have a permanent establishment^ in Singapore. No

If your reply to (b) is No, please proceed with (c) (c) the funds used to acquire the Units in Soilbuild REIT are not obtained by the Entity from any operation carried on in Singapore through a permanent establishment in Singapore..

C-10

To: Unit Registrar FORM B DECLARATION BY DEPOSITORY AGENTS SINGAPORE TAX PURPOSES
Name of registered holder (preprinted) Address (preprinted) Securities Account No. (preprinted) Holding: Unit (preprinted)

Name of Counter: Soilbuild Business Space REIT

Please read the following important notes carefully before completion of this Form: 1. The Trustee and the Manager of Soilbuild Business Space REIT (Soilbuild REIT) will deduct tax at the prevailing corporate tax rate from distributions made out of Soilbuild REITs Approved Specied Taxable Income, that is not taxed at the Trustee level of Soilbuild REIT, in respect of Units held by you in your capacity as a Depository Agent except where the benecial owners of these Units are:(i) 2. 3. Qualifying Unitholders; or (ii) Qualifying Non-resident Non-individuals. Tax will not be deducted for distributions made in respect of Units held by you for the benet of Unitholders who fall within category (i) of Note 1. Tax will be deducted at the reduced rate of 10% for distributions made in respect of Units held by you for the benet of Qualifying Non-resident Non-individuals. A Qualifying Unitholder refers to: (i) an individual; (ii) a company incorporated and tax resident in Singapore; (iii) a Singapore branch of a company incorporated outside Singapore that has obtained approval of the Inland Revenue Authority of Singapore for distributions to be made to it by Soilbuild REIT without deduction of tax; and (iv) a body of persons, other than a company or a partnership, incorporated or registered in Singapore, including a charity registered under the Charities Act (Cap. 37) or established by any written law, a town council, a statutory board, a co-operative society registered under the Co-operatives Societies Act (Cap. 62) or a trade union registered under the Trade Unions Act (Cap. 333). 4. A Qualifying Non-resident Non-individual is one who is not a resident in Singapore* for income tax purposes and: (i) who does not have a permanent establishment^ in Singapore; or Units in Soilbuild REIT are not obtained from that operation. 5. The Trustee and the Manager of Soilbuild REIT shall be entitled to rely on the declarations made in this Form to determine the applicable rate at which tax is to be deducted in respect of the Units held by you in your capacity as a Depository Agent. Please therefore ensure that this Form and the Annexes are completed in full and legibly and is returned to [Unit Registrar] within the stipulated time limit. Failure to comply with any of these requirements will render this Form invalid and the Trustee and the Manager shall be entitled to deduct tax at the prevailing corporate tax rate from the distributions in respect of which this declaration is made. 6. For the purposes of satisfying the Trustee and/or Manager of Soilbuild REIT that the benecial owners of the Units in Soilbuild REIT are Qualifying Unitholders or Qualifying Non-resident Non-individual Unitholders so as to apply the correct withholding tax rate to the distributions, depository agents are required to comply with any requests by the Trustee and/or Manager of Soilbuild REIT for further information or documents. 7. 8. Please make sure that the information given and the declaration made in this Form is true and correct. The hard copy of this completed and duly signed Form B together with the Annexes, must be returned to [Unit Registrar]. The soft copy of the aforesaid Annexes must be uploaded and submitted at URL: [xxx] by [Date]. Please note that it is compulsory to submit the Annexes online. Declaration I, _______________________________________, NRIC/Passport No. __________________________, the principal ofcer of _________________________________ (the Depository Agent) hereby declare that the Soilbuild REIT Units registered in the name of the Depository Agent and deposited in the sub-accounts maintained with The Central Depository (Pte) Ltd, as listed in the Annexes 1 to 2 to this declaration, belonged benecially to persons who are Qualifying Unitholders (as dened in Note 3 above) and Qualifying Non-resident Non-individuals (as dened in Note 4 above), respectively. The details of each of these benecial owners are also listed in the respective Annexes. We hereby also undertake to provide the actual amount of gross distribution made to each Qualifying Unitholder in the format provided in Annex 1.1 and to email a soft copy of Annex 1.1 to [Unit Registrar] within 21 days from the date of the distribution. Signature of Declarant: ________________________ Contact No: ________________________ * Date: ___________________ (ii) who carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used by that person to acquire the

A company is not a resident of Singapore if the management and control of its business for the preceding year and from the beginning of this year to the date of this declaration was exercised outside Singapore and there is no intention, at the time of this declaration, to change the tax residence of the company to Singapore.

Under the Singapore Income Tax Act, permanent establishment means a xed place where a business is wholly or partly carried on including a place of management, a branch, an ofce, a factory, a warehouse, a workshop, a farm or plantation, a mine, oil well, quarry or other place of extraction of natural resources, a building or work site or a construction, installation or assembly project. In addition, a Unitholder shall be deemed to have a permanent establishment in Singapore if it: (i) carries on supervisory activities in connection with a building or work site or a construction, installation or assembly project; or (a) (b) (c) has and habitually exercises an authority to conclude contracts; maintains stock of goods or merchandise for the purpose of delivery on its behalf; or habitually secures orders wholly and almost wholly for the Unitholder or for such other enterprises as are controlled by the Unitholder. (ii) has another person acting on the Unitholders behalf in Singapore who:

C-11

ANNEX 1 Soilbuild Business Space REIT Distribution Period: Annex to Declaration Form B Qualifying Unitholders CDP SubAccount No. Name of beneficiary holder(s) Identification/ Registration No.* Number of Units

S/No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
*

This refers to Singapore NRIC No., foreign ID No. or Passport No. for individuals and UEN/Tax Reference No. for non-individuals.

C-12

ANNEX 1.1 Soilbuild Business Space REIT Distribution Period: Annex to Declaration Form B Qualifying Unitholders Name of beneficiary holder(s) Identification/ Registration No.* Gross distribution paid

S/No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
*

CDP SubAccount No.

Number of Units

This refers to Singapore NRIC No., foreign ID No. or Passport No. for individuals and UEN/Tax Reference No. for non-individuals.

C-13

ANNEX 2 Soilbuild Business Space REIT Distribution Period: Annex to Declaration Form B Qualifying Non-resident Non-individuals CDP Sub-Account No. Name of beneficiary holder(s)

S/No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Address

Number of Units

C-14

APPENDIX D

INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS

CBRE Pte. Ltd.

T (65) 6224 8181 F (65) 6225 1987 www.cbre.com.sg Co. Reg. No.: 197701161R Agency Licence No.: L3002163I

30 April 2013 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) 12 Marina Boulevard #44-01, MBFC, Tower 3 Singapore 018982 Dear Sirs, 1) 2) 3) 4) 5) 6) 7) all Solaris, 1 Fusionopolis Walk Eightrium @ Changi BizPark, 15A Changi Business Park Central 1 Westpark BizCentral, 20-32 Pioneer Crescent Tuas Connection, 1-20 Tuas Loop 2 Pioneer Sector 1 9 Kian Teck Crescent 38 Tuas View Square within Singapore. (Together "Properties" and Individually "Property")

Instructions We refer to instructions issued by DBS Trustee Limited (as trustee of Soilbuild Business Space REIT) (the "Trustee") being the instructing party of this valuation, requesting a prospectus valuation summary letter, valuation certificate and full valuation report, in respect of the abovementioned properties for the purpose of the initial public offering, mortgage security and corporate reporting. Our opinion of Market Value has regard to the remaining leasehold interest in the Properties as at 30 April 2013, and is subject to the existing tenancies and occupational arrangements as well as the proposed master leases as disclosed. We have prepared comprehensive formal valuation reports (individually a "Report" and collectively the "Reports") in accordance with the requirements of our instructions. In accordance with the International Valuation Standards and as advocated by the Royal Institution of Chartered Surveyors (RICS), the definition of Market Value is as follows: "Market Value is the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arms length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion".

D-1

30 April 2013

For the specific purposes of this Prospectus, we provide a Summary of the Reports outlining key factors that have been considered in arriving at our opinions of value. The value conclusions reflect all information known by the valuers of CBRE Pte. Ltd. ("CBRE") who worked on the valuations in respect to the Properties, market conditions and available data. Reliance on This Letter For the purposes of this Prospectus, we have prepared this letter which summaries our Reports and outlines key factors which have been considered in arriving at our opinions of value. This letter alone does not contain the necessary data and support information included in our Reports. For further information to that contained herein, reference should be made to the Reports, copies of which are held by the Trustee. CBRE has provided the Trustee with comprehensive valuation reports for each of the Properties. The valuations and market information are not guarantees or predictions and must be read in consideration of the following: x The conclusions within each valuation report as to the estimated value are based upon the factual information set forth in that Report. Whilst CBRE has endeavored to assure the accuracy of the factual information, it has not independently verified all information provided by the Trustee (primarily the leases and financial information with respect to the Properties as well as reports by independent consultants engaged by the Trustee, or the government of Singapore (primarily statistical information relating to market conditions). CBRE believes that every investor, before making an investment in the Soilbuild Business Space REIT, should review at least one of the Reports to understand the complexity of the methodology and the many variables involved. The primary methodologies used by CBRE in valuing the Properties the Capitalisation Approach and Discounted Cash Flow Analysis are based upon estimates of future results and are not predictions. These valuation methodologies are summarized in the Valuation Rationale section of this letter. Each methodology begins with a set of assumptions as to income and expenses of the Property and future economic conditions in the local market. The income and expense figures are mathematically extended with adjustments for estimated changes in economic conditions. The resultant value is considered the best practice estimate, but is not to be construed as a prediction or guarantee and is fully dependent upon the accuracy of the assumptions as to income, expenses and market conditions. The basic assumption utilized for the properties is summarized in the Valuation Rationale section of this letter. The Reports were undertaken based upon information available as at April 2013. CBRE accepts no responsibility for subsequent changes in information as to income, expenses or market conditions.

D-2

30 April 2013

Property Descriptions The following pages provide a brief summary of each of the properties. 1) Solaris, 1 Fusionopolis Walk, Singapore 138628 Solaris comprises a 15-storey plus basement business park facility which provides business park and office accommodation suitable for high tech industries including media, info communications as well R&D in physical science and engineering. Other uses include a child care facility, food and beverage outlets and car parking comprising 300 bays which are located within a mezzanine and two basement levels. Solaris is located within the One North master plan and more specifically lies within the Fusionopolis cluster. The Temporary Occupation Permit (TOP) was granted 12 October 2010 and the Certificate of Statutory Completion was granted 29 September 2011. Solaris incorporates a number of Green design and engineering initiatives and has been awarded BCA Green Mark Platinum status. Key features include a perimeter landscape spiral ramp, naturally ventilated central atrium, skylight louvre system, diagonal light shaft to provide natural lighting to larger floor plates, rainwater harvesting system, climaticresponsive facade system as well as roof gardens and corner sky terraces. The building has a net lettable area of about 441,533 square feet and a gross floor area of 551,811 square feet as advised. The tenure of the Property is leasehold for 60 years leasehold commencing from 1 June 2008, as the available 30 year lease extension has been granted. The remaining unexpired lease term is approximately 55.1 years. Terms proposed Master Lease over the property. Under the Terms have have been beenagreed agreedfor foraa proposed Master Lease over the property. Under the proposed terms, Soilbuild Group Holdings Ltd will lease the building for a period of 5 years proposed terms, SB (Solaris) Investment Pte. Ltd. will lease the building for a period of commencing from the date listing. 5 years commencing from of the date of listing. The agreed commencement rent is $16,650,000 per annum, or $3.14 per square foot per month which is subject to annual reviews of 3% per annum for the duration of the lease term. The Master Lessee bears all property outgoing expenses including land rent, property tax and service charges including insurance and maintenance, as well as capital expenditure. We are advised that Lease and Property Management Fees will not be incurred as an outgoings expense at the property level and will be waived by the Client during the lease term. We have taken into account the Road Line Plan dated 8 January 2013 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. 2) Eightrium @ Changi Business Park, 15A Changi Business Park Central 1, Singapore 486035 Eightrium @ Changi Business Park comprises a multi-storey plus basement business park facility that provides Business Park/High Tech/R&D and related accommodation. Other uses include function/conference/meeting facilities as well as car parking comprising 128

D-3

30 April 2013

bays which are located at basement level. The Temporary Occupation Permit (TOP) was granted 23 April 2007 and the Certificate of Statutory Completion was granted 25 September 2007. The complex is comprised of 2 individual building envelopes, including an 8 storey East Wing and a 6 storey West Wing which are separated by a 5 storey feature atrium. The building has a net lettable area of about 177,286 square feet and a gross floor area of 213,835 square feet as advised. The tenure of the Property is leasehold for 60 years commencing from 15 February 2006, as the available 30 year lease extension has been granted. The remaining unexpired lease term is approximately 52.8 years. The building is multi-tenanted with 18 tenancies currently in occupation under formal tenancy agreements. The building currently has 2 vacant tenancies, representing 4.7% of the net lettable area. The property has an average weighted remaining lease term of 2.9 years. We have taken into account the Road Line Plan dated 8 January 2013 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. We refer to the Railway Protection Plan dated 8 January 2013 from Land Transport Authority, Singapore. According to the Plan, the property falls within the Railway Safety Zone and the Railway Safety and Railway Protection lines fall within the boundary of the property. These are delineated to help determine whether any development and building works proposals are required to be submitted to Land Transport Authority. We advise that the property is not adversely affected by the Railway Safety and Railway Protection Lines, nor the Railway Safety Zone. 3) West Park BizCentral, 20-32 Pioneer Crescent, Singapore 628555 The property comprises a substantial industrial facility comprising both stack up factory and flatted factory accommodation which is suitable for light manufacturing and related activities as well as warehouse and logistics activities. The Temporary Occupation Permit (TOP) was granted 29 December 2011 and the Certificate of Statutory Completion (CSC) was granted 24 September 2012. The facility features five (5) stack up factory modules which are each constructed over five (5) storeys, including a mezzanine level, as well as two (2) flatted factory modules which are constructed over eleven (11) storeys. The stack up factory modules are arranged in a triangular configuration around an internal driveway and the upper levels are serviced by a vehicular ramp located at the Pioneer Crescent elevation. Traffic movement is also facilitated by a perimeter driveway. The facility also incorporates two (2) canteens located within the flatted factory buildings and it also features vehicular parking with 542 car bays, 297 lorry/container bays and 104 motorcycle lots. The building has a net lettable area of about 1,240,583 square feet and a gross floor area of 1,414,600 square feet as advised.

D-4

30 April 2013

The tenure of the Property is leasehold for 60 years commencing from 1 August 2008, as the available 30 year lease extension has been granted. The remaining unexpired lease term is approximately 55.3 years. We are advised that the land premium upfront for the balance of the first term which was required to be paid as part of the acquisition of the property has been paid by the Vendor. The building is multi-tenanted with 78 tenancies currently in occupation under formal tenancy agreements. The building is currently fully leased and has an average weighted remaining lease term of 3.1 years. SB Storage Pte. Ltd. has entered into an Agreement for Lease on a 2+3 year term at a gross rental of $1.55 per square foot/month from 2014 and $1.60 per square foot/month from 2015 for the DB Schenker leases on the basis that the leases are not renewed in 2014. The Sponsor has entered into an agreement to manage the car park facilities for a period of 5 years from the date of listing at a monthly rent of $40,000 which is subject to annual escalations of 5%. A fixed Maintenance Agreement has been entered into with the Property Manager for a period of 5 years from the date of listing at a fixed monthly fee of $75,000 which is subject to annual escalations of 3%. The fee covers all essential maintenance items as well as expense items such as utilities, building insurance, cleaning, fire protection and security. We have taken into account the Road Line Plan dated 8 January 2013 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. 4) Tuas Connection, 1-20 Tuas Loop, Singapore 637348 The property comprises a multi-plot industrial facility which provides detached and semidetached factory accommodation suitable for heavy engineering related activities associated with the oil and gas and marine industries. The property is bound by Tuas Crescent to the north and Tuas South Avenue 5 to the east with Tuas Loop providing ancillary localised access. The property is configured to provide 15 individual plots which are occupied by 8 individual unit types. Each unit provides high clearance, wide span production accommodation comprising a lower production level and a mezzanine level suitable for ancillary production and storage uses as well as office accommodation. The Temporary Occupation Permit (TOP) was granted 4 September 2008 (Plots 1 to 5) and 10 November 2008 (Plots 6 to 15). The Certificate of Statutory Completion (CSC) was granted 14 July 2010. The building has a net lettable area of about 651,072 square feet, including individual private compound areas which are designated as exclusive use. The gross floor area is advised to be 607,994 square feet. The tenure of the Property is leasehold for 43 years commencing from 1 October 2007. The remaining unexpired lease term is approximately 37.4 years.

D-5

30 April 2013

The building is multi-tenanted with 15 tenancies currently in occupation under formal tenancy agreements. The building is currently fully leased and has an average weighted remaining lease term of 2.2 years. We have taken into account the Road Line Plan dated 9 January 2013 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. 5) 2 Pioneer Sector 1, Singapore 628414 The property comprises 7 main blocks of industrial buildings. The main buildings generally accommodate warehouse, production, laboratory and ancillary office areas. Our valuation excludes plant and machinery. Loading/unloading bays, surface lorry and car parking lots are provided within the development. The property was completed in two phases. The Certificate of Statutory Completion (CSC) for Phase 1 was obtained on 15 July 1991 whilst the CSC for the Phase 2 warehouse blocks was obtained on 1 August 2007. The industrial facility has a gross floor area of 312,375 square feet (subject to survey). The tenure of the Property is leasehold for 30+30 years commencing from 1 October 1986. The remaining unexpired lease term is approximately 33.4 years, assuming the further term of 30 years has been granted. The building is leased by NK Ingredients Pte Ltd as Head Lessee for a period of 15 years commencing on 15 February 2013. There are 3 consecutive options to renew of 5 years each at a revised rent and on such other terms as mutually agreed between the parties. We have taken into account the Road Line Plan dated 1 November 2012 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. 6) 9 Kian Teck Crescent, Singapore 628875 The property is a 3-storey industrial building. The building generally accommodates production, warehouse and ancillary office areas. Surface lorry and car parking lots are provided within the development. The Certificate of Statutory Completion (CSC) was obtained on 13 January 1995. The industrial facility has a gross floor area of 58,752 square feet (subject to survey). The tenure of the Property is leasehold for 30+19 years commencing from 1 August 1993. The remaining unexpired lease term is approximately 29.3 years, assuming the further term of 19 years has been granted. The building is leased by C.O.S. Printers Pte Ltd as Head Lessee for a period of 10 years commencing on 19 March 2013. There is an option to renew for 5 years, with a 100% floor and 120% cap of the last contracted rent on market rent review.

D-6

30 April 2013

We have taken into account the Road Line Plan dated 1 November 2012 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves. We refer to the Railway Protection Plan dated 1 November 2012 from Land Transport Authority, Singapore. According to the Plan, the property falls within the Railway Safety Zone and the Railway Safety and Railway Protection lines fall within the boundary of the property. These are delineated to help determine whether any development and building works proposals are required to be submitted to Land Transport Authority. We advise that the property is not adversely affected by the Railway Safety and Railway Protection Lines, nor the Railway Safety Zone. 7) 38 Tuas View Square, Singapore 637770 The property is a part 3-storey and part 4-storey industrial building. The building generally accommodates warehouse, production and ancillary office areas. In addition, part of the building is approved for dormitory use. Surface lorry and car parking lots are provided within the development. The Certificate of Statutory Completion (CSC) was obtained on 16 November 1998. The industrial facility has a gross floor area of 73,737 square feet (subject to survey). The tenure of the Property is leasehold for 60 years commencing from 30 October 1996. The remaining unexpired lease term is approximately 43.5 years. The building will be leased by Picco Enterprise Pte Ltd as Head Lessee for a period of 7 years commencing upon completion of sale and purchase. Upon written notice to the Client not later than 12 months before the end of the initial lease term and if the tenant is not in default of the lease, the Client shall grant to the tenant a lease for a further term of 5 years at a revised rent and on such other terms as mutually agreed between the parties. We have taken into account the Road Line Plan dated 4 January 2013 delineating the road reserves associated with the property. The road widening lines do not cut into the main building structure and we confirm that the value of the property will not be materially affected by the road reserves.

D-7

30 April 2013

Briefly, the individual property details are tabulated as follows:

P r ope r ty 1) Solaris, 1 Fushionopolis Walk, Singapore 138628 Eightrium @ Changi Business Park, 15A Changi Business Park Central 1, Singapore 486035 West Park BizCentral, 20-32 Pioneer Crescent, Singapore 628555 Tuas Connection, 1-20 Tuas Loop, Singapore 637348 NK Ingredients, 2 Pioneer Sector 1, Singapore 628414 COS Printers, 9 Kian Teck Crescent, Singapore 628875 Beng Kuang Marine, 38 Tuas View Square, Singapore 637770 R e maining Land Le ase T e r m ( Ye ar s)
55.1

L and Ar e a ( sqm)
7,734.9

G r oss F loor Ar e a ( sqf t)

551,811

N e t Le ttable Ar e a ( sqf t)
441,533

2)

52.8

7,956.2

213,835

177,286

3)

55.3

52,563.7

1,414,600

1,240,583

4)

37.4

68,918.2

607,994

651,072

5)

33.4

53,189.7

312,375

312,375

6)

29.3

5,274.5

58,752

58,752

7)

43.5

4,905.3

73,737

73,737

Valuation Rationale In arriving at our opinion of value, we have considered relevant general and economic factors and in particular have investigated recent sales and leasing transactions of comparable properties that have occurred in the broader industrial property market. We have primarily utilised the Capitalisation Approach and Discounted Cash Flow analysis in undertaking our assessment for each of the Properties. Capitalisation Approach We have utilised a capitalisation approach in which the sustainable net income on a fully leased basis has been estimated having regard to the current passing rental income. From this figure, we have deducted property management fee as all other outgoings including property tax. The resultant net income has thereafter been capitalised for the remaining tenure of the respective Properties to produce a core capital value. The yields adopted reflect the nature, location and tenancy profile of the Properties together with current market investment criteria, as evidenced by the sales evidence considered. Thereafter, appropriate capital adjustments have been included relating to rental reversion adjustments and capital expenditure requirements.

D-8

30 April 2013

Discounted Cash Flow Analysis We have also carried out a discounted cash flow analysis over a 10-year investment horizon in which we have assumed that the Property is sold at the commencement of the eleventh year of the cash flow. This form of analysis allows an investor or owner to make an assessment of the long term return that is likely to be derived from a property with a combination of both rental and capital growth over an assumed investment horizon. In undertaking this analysis, a wide range of assumptions are made including a target or pre-selected internal rate of return, rental growth, sale price of the property at the end of the investment horizon, costs associated with the initial purchase of the property and also its disposal at the end of the investment period. We have investigated the current market requirements for an investment return over a 10-year period from industrial properties. We hold regular discussions with investors active in the market, both as purchasers and owners of industrial properties. From this evidence, we conclude that market expectations are currently in the order of 7.75% to 8.25%. We note that the Singapore 10-year bond rate is trading in the order of 1.30% and 1.61% during the last year, indicating a risk premium of circa 6.40%. In comparison with other investment products, the slightly higher premium for this portfolio reflects the inherent investment risks associated with the properties and real estate at large, and also the current status of the local bond rate which has consistently traded below 1.80% since August 2011. Our selected terminal capitalisation rates, used to estimate the terminal sale price, takes into consideration perceived market conditions in the future, estimated tenancy and cash flow profile and the overall physical condition of the building in 10 years' time. The adopted terminal capitalisation rate additionally has regard to the duration of the remaining tenure of the Properties at the end of the cash flow period.

D-9

30 April 2013

Summary of Values Based on the above, the following table outlines the salient valuation assumptions adopted in undertaking our assessment of the Properties:
A sse sse d Mar ke t V alue (S $ )
303,000,000

P r ope r ty 1) Solaris, 1 Fushionopolis Walk, Singapore 138628 Eightrium @ Changi Business Park, 15A Changi Business Park Central 1, Singapore 486035 West Park BizCentral, 20-32 Pioneer Crescent, Singapore 628555 Tuas Connection, 1-20 Tuas Loop, Singapore 637348 NK Ingredients, 2 Pioneer Sector 1, Singapore 628414 COS Printers, 9 Kian Teck Crescent, Singapore 628875 Beng Kuang Marine, 38 Tuas View Square, Singapore 637770 T otal P or tfolio

C apitisation Rate
5.75%

D iscount Rate
7.75%

S $ psf of Ne t Le ttable Ar e a
686

2)

6.00%

7.75%

95,000,000

536

3)

6.25%

7.75%

303,000,000

244

4)

6.50%

8.25%

125,000,000

192

5)

7.00%

8.25%

60,000,000

192

6)

7.00%

8.25%

10,800,000

184

7)

6.75%

8.25%

14,500,000

197

9 1 1 ,3 0 0 ,0 0 0

Assessment of Value We are of the opinion that the Market Value of the leasehold interest in the Properties, subject to the existing tenancies and occupational arrangements as well as the proposed master leases as disclosed is: Total Portfolio: S$911,300,000 (Singapore Dollars: Nine Hundred and Eleven Million, Three Hundred Thousand only) Disclaimer Mr. Li Hiaw Ho, Mr. James Crawford and CBRE have prepared this Valuation Summary Letter which appears in this prospectus and specifically disclaim liability to any person in the event of any omission from or false or misleading statement included in the prospectus, other than in respect of the information provided within the aforementioned Reports and this Valuation Summary letter. Mr. Li Hiaw Ho, Mr. James Crawford and CBRE do not make any warranty or representation as to the accuracy of the information in any other part of the prospectus other than as expressly made or given by CBRE in this Valuation Summary letter.

D-10

30 April 2013

CBRE has relied upon property data supplied by the Trustee which we assume to be true and accurate. CBRE takes no responsibility for inaccurate client supplied data and subsequent conclusions related to such data. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and is our personal, unbiased professional analyses, opinions and conclusions. Messrs Li Hiaw Ho and James Crawford have no present or prospective interest in the Properties and have no personal interest or bias with respect to the party/s involved. The valuers compensation is not contingent upon the reporting of a predetermined value or direction in value that favours the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event (such as a lending proposal or sale negotiation). We hereby certify that the valuers undertaking these valuations are authorized to practice as valuers and have at least 15 years continuous experience in valuation.

Yours sincerely CBRE PTE. LTD.

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer No. 2403 Director International Valuation, Asia

D-11

Valuation Certificate

P r ope r t y :

Solaris 1 Fusionopolis Walk Singapore 138628 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 60 years commencing from 1-6-2008. Balance term 55.1 years Market Value subject to the proposed Master Lease Jurong Town Corporation 7,734.9 square metres 280.0 square metres Business Park - White (Plot Ratio 6.5) according to Master Plan 2008 Edition. Solaris comprises a 15-storey plus basement business park facility which provides business park and office accommodation suitable for uses such as high tech industries including media, infocommunications as well R&D in physical science and engineering. Other uses include a child care facility, food and beverage outlets and car parking comprising 292 bays which are located within a mezzanine and two basement levels. Solaris is located within the One North master plan and more specifically lies within the Fusionopolis cluster. Solaris incorporates a number of Green design and engineering initiatives and has been awarded BCA Greenmark Platinum status. Key features include a perimeter landscape spiral ramp, naturally ventilated central atrium, skylight louvre system, diagonal light shaft to provide natural lighting to larger floor plates, rainwater harvesting system, climatic-responsive facade system as well as roof gardens and corner sky terraces. The Temporary Occupation Permit (TOP) was granted 12 October 2010 and the Certificate of Statutory Completion (CSC) was granted 29 September 2011.

C l i e nt : T r u st : P u r pose : I nt e r e st Val u e d: Basi s of Val u at i on: R e gi st e r e d P r opr i e t or : L and A r e a: S u bt e r r ane an S pac e : T ow n P l anni ng: Br i e f D e sc r i pt i on:

T e nanc y P r ofi l e :

Terms have been agreed for a proposed Master Lease over the property. Under the proposed terms, SB (Solaris) Investment Pte. Ltd. will lease the building for a period of 5 years commencing from the date of listing. The agreed commencement rent is $16,650,000 per annum, or $3.14 per square foot per month which is subject to annual reviews of 3% per annum for the duration of the lease term. The Master Lessee bears all property outgoing expenses including property tax and service charges including insurance and maintenance, as well as capital expenditure. We are advised that Lease and Property Management Fees will not be incurred as an outgoings expense at the property level and will be waived by the Client during the lease term. $3,139,982 JTC has advised that the transfer of the property will not require an upfront premium to be paid and as such the annual land rental scheme applies.

L e ase C ondi t i on:

A nnu al L and R e nt (pa):

A nnu al Val u e : N L A (sqft ): G F A (sqft ): N e t / G r oss E ffi c i e nc y : Val u at i on A ppr oac he s: D at e of I nspe c t i on: D at e of Val u at i on: A sse sse d Val u e : A nal y si s Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of NLA: Value psf of GFA: A ssu mpt i ons, D i sc l ai me r s, L i mi t at i ons & Q u al i fi c at i ons

$17,935,000 441,533 551,811 (includes additional 2% GFA as an incentive for achieving Greenmark Platinum Certificate) 80.0% Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $ 303,000,000 (T hr e e H u ndr e d T hr e e Mi l l i on D ol l ar s) 5.75% 6.00% 7.75% $686 $549 This valuation summary letter is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this letter which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this letter. Reliance on this letter 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. C BR E P t e . L t d. This valuation is exclusive of GST.

P r e par e d By :

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - International Valuation, Asia

D-12

Valuation Certificate
Property: Eightrium @ Changi Business Park 15A Changi Business Park Central 1 Singapore 486035 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 60 years commencing from 16-2-2006. Balance term 52.8 years. Market Value subject to the existing tenancies and occupational arrangements SB (Eightrium) Investment Pte Ltd 7,956.2 square metres "Business Park" with a plot ratio up to 2.5 according to Master Plan 2008 Edition. Eightrium @ Changi Business Park comprises a multi-storey plus basement business park facility which provides Business Park/High Tech/R&D and related accommodation. Other uses include function/conference/meeting facilities as well as car parking comprising 128 bays which are located at basement level. The complex is comprised of 2 individual building envelopes, including an 8 storey East Wing and a 6 storey West Wing which are separated by a 5 storey feature atrium. The Temporary Occupation Permit (TOP) was granted 23 April 2007 and the Certificate of Statutory Completion (CSC) was granted 25 September 2007. Tenancy Profile: The building is multi-tenanted with 16 tenancies currently in occupation under formal tenancy agreements. The building currently has 2 vacant tenancies, representing 4.7% of the net lettable area. The property has an average weighted remaining lease term of 2.9 years. Multi-tenanted with lease terms generally between 3 and 5 years, but up to 10 years duration. $695,292 $6,926,000 177,286 213,835 82.9% Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $95,000,000 (Ninety Five Million Dollars) 6.00% 6.25% 7.75% $536 $444 This valuation summary letter is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this letter which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this letter. Reliance on this letter 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. This valuation is exclusive of GST.

Client: Trust: Purpose: Interest Valued: Basis of Valuation: Registered Proprietor: Land Area: Town Planning: Brief Description:

Lease Condition: Annual Land Rent (pa): Annual Value: NLA (sqft) GFA (sqft) Net/Gross Efficiency Valuation Approaches: Date of Inspection: Date of Valuation: Assessed Value: Analysis: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of NLA: Value psf of GFA: Assumptions, Disclaimers, Limitations & Qualifications

Prepared By:

CBRE Pte. Ltd.

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - International Valuation, Asia

D-13

Valuation Certificate

Property:

West Park BizCentral 20-32 Pioneer Crescent Singapore 628555 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 60 years commencing from 1-8-2008. Balance term 55.3 years. Market Value - Subject to the existing leases and tenancy arrangements. SB (Westpark) Investment Pte. Ltd. (Caveator) 52,563.7 square metres "Business 2" with a plot ratio up to 2.5 according to Master Plan 2008 Edition. The property comprises a substantial industrial facility incorporating both stack up factory and flatted factory accommodation which is suitable for light manufacturing and related activities as well as warehouse and logistics activities. The facility features five (5) stack up factory modules which are each constructed over five (5) storeys, including a mezzanine level, as well as two (2) flatted factory modules which are constructed over eleven (11) storeys. The stack up factory modules are arranged in a triangular configuration around an internal driveway and the upper levels are serviced by a vehicular ramp located at the Pioneer Crescent elevation. Traffic movement is also facilitated by a perimeter driveway. The facility also incorporates two (2) canteens located within the flatted factory buildings and it also features vehicular parking with 542 car bays, 297 lorry/container bays and 104 motorcycle lots. The Temporary Occupation Permit (TOP) was granted 29 December 2011 and the Certificate of Statutory Completion (CSC) was granted 24 September 2012.

Client: Trust: Purpose: Interest Valued: Basis of Valuation: Registered Proprietor: Land Area: Town Planning: Brief Description:

Tenancy Profile:

The building is multi-tenanted with 78 tenancies currently in occupation under formal tenancy agreements. The building is currently fully leased and has an average weighted remaining lease term of 3.1 years. Approximately 61,021 square feet (4.9% of total NLA) has been committed to by a subsidiary of the Sponsor. SB Storage Pte. Ltd. has entered into an Agreement for Lease on a 2+3 year term at a gross rental of $1.55 per square foot/month from 2014 and $1.60 per square foot/month from 2015 for the DB Schenker leases on the basis that the leases are not renewed in 2014. The Sponsor has entered into an agreement to manage the car park facilities for a period of 5 years from the date of listing at a monthly rent of $40,000 which is subject to annual escalations of 5%. A fixed Maintenance Agreement has been entered into with the Property Manager for a period of 5 years from the date of listing at a fixed monthly fee of $75,000 which is subject to annual escalations of 3%. The fee covers all essential maintenance items as well as expense items such as utilities, building insurance, cleaning, fire protection and security.

Special Conditions:

Annual Land Rent (pa): Annual Value: NLA (sqft) GFA (sqft) Net/Gross Efficiency Valuation Approaches: Date of Inspection: Date of Valuation: Assessed Value: Analysis: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of NLA: Value psf of GFA: Assumptions, Disclaimers, Limitations & Qualifications

The upfront land premium has been paid for the first lease term only. $19,527,100 1,240,583 1,414,600 87.7% Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $303,000,000 (Three Hundred Three Million Dollars) 6.25% 6.50% 7.75% $244 $214 This valuation summary letter is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this letter which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this letter. Reliance on this letter 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. This valuation is exclusive of GST.

Prepared By:

CBRE Pte. Ltd.

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - International Valuation, Asia

D-14

Valuation Certificate

Property:

Tuas Connection 1 to 20 Tuas Loop Singapore 637348 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 43 years commencing from 1-10-2007. Balance term 37.4 years. Market Value subject to the existing tenancies and occupational arrangements SB (Tuaslinc) Investment Pte Ltd 68,918.2 square metres Business 2 (Plot Ratio 1.4) according to Master Plan 2008 Edition. The property comprises a multi-plot industrial facility which provides detached and semi-detached factory accommodation suitable for heavy engineering related activities associated with the oil and gas and marine industries. The property is bound by Tuas Crescent to the north and Tuas South Avenue 5 to the east with Tuas Loop providing ancillary localised access. The property is configured to provide 15 individual plots which are occupied by 8 individual unit types. Each unit provides high clearance, wide span production accommodation comprising a lower production level and a mezzanine level suitable for ancillary production and storage uses as well as office accommodation. The Temporary Occupation Permit (TOP) was granted 4 September 2008 (Plots 1 to 5) and 10 November 2008 (Plots 6 to 15). The Certificate of Statutory Completion (CSC) was granted 14 July 2010.

Client: Trust: Purpose: Interest Valued: Basis of Valuation: Registered Proprietor: Land Area: Town Planning: Brief Description:

Tenancy Profile: Lease Condition: Annual Land Rent (pa):

The building is multi-tenanted with 15 tenancies currently in occupation under formal tenancy agreements. The building is currently fully leased and has an average weighted remaining lease term of 2.2 years. Multi-tenanted with lease terms generally between 3 and 5 years. $1,185,393 JTC has advised that the transfer of the property will not require an upfront premium to be paid and as such the annual land rental scheme applies.

Annual Value: NLA (sqft) - incl. private compound GFA (sqft) Valuation Approaches: Date of Inspection: Date of Valuation: Assessed Value: Analysis: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of NLA: Value psf of GFA: Assumptions, Disclaimers, Limitations & Qualifications

$9,745,000 651,072 607,994 Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $125,000,000 (One Hundred Twenty Five Million Dollars) 6.50% 6.75% 8.25% $192 $206 This valuation summary letter is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this letter which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located within this letter. Reliance on this letter 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. This valuation is exclusive of GST.

Prepared By:

CBRE Pte. Ltd.

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - International Valuation, Asia

D-15

Valuation Certificate
P r ope r t y : C l i e nt : 2 Pioneer Sector 1 Singapore 628414 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 30+30 years commencing from 1-10-1986. Balance term 33.4 years. Market Value subject to existing tenancy and occupational arrangements. DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) 53,189.7 square metres "Business 2" with a plot ratio of 1.0 according to Master Plan 2008 Edition The property comprises 7 main blocks of industrial buildings. The main buildings generally accommodate warehouse, production, laboratory and ancillary office areas. Our valuation excludes plant and machinery. Loading/unloading bays, surface lorry and car parking lots are provided within the development. The property was completed in two phases. The Certificate of Statutory Completion (CSC) for Phase 1 was obtained on 15 July 1991 whilst the CSC for the Phase 2 warehouse blocks was obtained on 1 August 2007. The building is in an average condition, having regard to its age and use. T e nancy P r ofi l e : The building is leased by NK Ingredients Pte Ltd as Head Lessee for a period of 15 years commencing on 15 Feburary 2013. There are 3 consecutive options to renew of 5 years each at a revised rent and on such other terms as mutually agreed between the parties. The Head Lease is subject to fixed rental escalations of 4.5% every two years. The tenant bears the property outgoing expenses for land rent, property maintenance and repairs including property tax whilst the Client as landlord is responsible for property management fee. $1,051,029 (Tenant's liability) $3,001,000 (Tenant's liability) 312,375 (subject to survey) Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $ 60,000,000 ( S i x t y Mi l l i on Dol l ar s) 7.00% 7.25% 8.25% $192 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 this 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. CBRE P t e . Lt d. This valuation is exclusive of GST.

T r ust : P ur pose : I nt e r e st Val ue d: Basi s of Val uat i on: Re gi st e r e d P r opr i e t or : Land A r e a: T ow n P l anni ng: B r i e f De scr i pt i on:

L e ase Condi t i on:

A nnual Land Re nt (pa): A nnual Val ue : GF A (sqft ): Val uat i on A ppr oache s: Dat e of I nspe ct i on: Dat e of Val uat i on: A sse sse d Val ue : A nal y si s: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of GFA: A ssumpt i ons, Di scl ai me r s, Li mi t at i ons & Q ual i fi cat i ons

P r e par e d By :

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - Interntional Valuation, Asia

D-16

Valuation Certificate
P r ope r t y : C l i e nt : T r ust : P ur pose : I nt e r e st Val ue d: Basi s of Val uat i on: Re gi st e r e d P r opr i e t or : Land A r e a: T ow n P l anni ng: B r i e f De scr i pt i on: 9 Kian Teck Crescent Singapore 628875 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 30+19 years commencing from 1-8-1993. Balance term 29.3 years. Market Value subject to existing tenancy and occupational arrangements. DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) 5,274.5 square metres "Business 2" with a plot ratio of 2.5 according to Master Plan 2008 Edition The property is a 3-storey industrial building. The building generally accommodates production, warehouse and ancillary office areas. Surface lorry and car parking lots are provided within the development. The Certificate of Statutory Completion (CSC) was obtained on 13 January 1995. The building is in an average condition having regard to its age and use. T e nancy P r ofi l e : The building is leased by C.O.S. Printers Pte Ltd as Head Lessee for a period of 10 years commencing on 19 March 2013. There is an option to renew for 5 years, with a 100% floor and 120% cap of the last contracted rent on market rent review. The Head Lease is subject to fixed rental escalations of 4% at the beginning of Year 3, Year 5, Year 7 and Year 9. The tenant has borne the upfront land premium and is to bear the property outgoing expenses for property maintenance and repairs including property tax whilst the Client as landlord is responsible for property management fee. Land Premium has been paid for the first lease term. $759,000 (Tenant's liability) 58,752 (subject to survey) Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $ 10,800,000 ( T e n Mi l l i on E i ght Hundr e d T housand Dol l ar s) 7.00% 7.25% 8.25% $184 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 this 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. CBRE P t e . Lt d. This valuation is exclusive of GST.

L e ase Condi t i on:

A nnual Land Re nt (pa): A nnual Val ue : GF A (sqft ): Val uat i on A ppr oache s: Dat e of I nspe ct i on: Dat e of Val uat i on: A sse sse d Val ue : A nal y si s: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of GFA: A ssumpt i ons, Di scl ai me r s, Li mi t at i ons & Q ual i fi cat i ons

P r e par e d By :

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - Interntional Valuation, Asia

D-17

Valuation Certificate
P r ope r t y : C l i e nt : T r ust : P ur pose : I nt e r e st Val ue d: Basi s of Val uat i on: R e gi st e r e d P r opr i e t or : Land A r e a: T ow n P l anni ng: B r i e f De scr i pt i on: 38 Tuas View Square Singapore 637770 DBS Trustee Limited (in its capacity as trustee of Soilbuild Business Space REIT) Soilbuild Business Space REIT Initial Public Offering, Corporate Reporting and Mortgage Security Leasehold for a term of 60 years commencing from 30-10-1996. Balance term 43.5 years. Market Value subject to existing tenancy and occupational arrangements. Picco Enterprise Pte. Ltd. 4,905.3 square metres "Business 2" with a plot ratio of 1.4 according to Master Plan 2008 Edition. The property is a part 3-storey and part 4-storey industrial building. The building generally accommodates warehouse, production and ancillary office areas. In addition, part of the building is approved for dormitory use. Surface lorry and car parking lots are provided within the development. The Certificate of Statutory Completion (CSC) was obtained on 16 November 1998. The building is in an average condition having regard to its age and use. T e nancy P r ofi l e : The building will be leased by Picco Enterprise Pte. Ltd. as Head Lessee for a period of 7 years commencing upon completion of sale and purchase. Upon written notice to the Client not later than 12 months before the end of the initial lease term and if the tenant is not in default of the lease, the Client shall grant to the tenant a lease for a further term of 5 years at a revised rent and on such other terms as mutually agreed between the parties.
The Head Lease will be xed rental The bears the property outgoing expenses Lease will be subject subject to to fixed rentalescalations escalationsof of2% 2%annually. annually. Thetenant tenant bears the property outgoing expenses for property maintenance and repairsand including property tax property whilst the Client asthe landlord isas responsible for land rent, property maintenance repairs including tax whilst Client landlord is responsible for property management managementfee. fee. property

L e ase Condi t i on:

A nnual Land R e nt (pa): A nnual Val ue : G F A (sqft ): Val uat i on A ppr oache s: Dat e of I nspe ct i on: Dat e of Val uat i on: A sse sse d Val ue : A nal y si s: Capitalisation Rate: Terminal Yield: IRR (10 years): Value psf of GFA: A ssumpt i ons, Di scl ai me r s, Li mi t at i ons & Q ual i fi cat i ons

Upfront land premium has been paid up for the entire lease term $799,200 (Tenant's liability) 73,737 (subject to survey) Capitalisation Approach, Discounted Cash Flow Analysis & Direct Comparison Method 19 April 2013 30 April 2013 $ 14,500,000 ( F our t e e n Mi l l i on F i ve Hundr e d T housand Dol l ar s) 6.75% 7.00% 8.25% $197 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 this 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. CBR E P t e . Lt d. This valuation is exclusive of GST.

P r e par e d By :

Per:

Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Appraiser's Licence, No. AD041-2445 Executive Director - Valuation & Advisory Services

James Crawford AAPI MRICS Registered Valuer Director - International Valuation, Asia

D-18

Colliers International Consultancy & Valuation (Singapore) Pte Ltd 1 Raffles Place #45-00, One Raffles Place Singapore 048616
RCB No. 198105965E

MAIN FAX URL

+65 6223 2323 +65 6222 4901 www.colliers.com

Our Ref: 30 April 2013

2013/70

SB REIT Management Pte Ltd 25 Changi South Street1 SB Building Singapore 486059 Dear Sirs, PROPERTY VALUATION OF:1) 2) 3) 4) 5) 6) 7) 1 FUSIONOPOLIS WALK, SOLARIS 15A CHANGI BUSINESS PARK CENTRAL 1, EIGHTRIUM @ CHANGI BUSINESS PARK 20 TO 32 (EVEN NOS. ONLY) PIONEER CRESCENT, WEST PARK BIZCENTRAL 1 TO 9 (ODD NOS.) & 2 TO 20 (EVEN NOS.) TUAS LOOP, TUAS CONNECTION 2 PIONEER SECTOR 1 9 KIAN TECK CRESCENT 38 TUAS VIEW SQUARE

SINGAPORE Instructions We refer to your instructions to carry out a valuation in respect of the abovementioned properties for initial public offering purpose. Our instructions are to provide our opinion of the current market value on as is basis and subject to the pre-arranged master lease arrangement and/or existing tenancies. We confirmed that we have inspected the properties and conducted relevant enquiries and investigations as we consider necessary for the purposes of providing you with our opinion of the value of the properties. The valuation has been carried out in accordance with The Singapore Institute of Surveyors And Valuers Valuation Standards and Guidelines. Our valuation is on the basis of Market Value which is intended to mean the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In adopting this definition of value, we are of the opinion that it is consistent with the international definition of Market Value as advocated by the Royal Institution of Chartered Surveyors (RICS) and the International Valuation Standards (IVS) Our valuation has been made on the assumption that the properties are sold in the open market without the benefit of a deferred term contract or any similar arrangement which could serve to affect the value of the properties. No allowance has been made in our valuation for any changes, mortgages or amounts owing on the properties nor for any expenses or taxation which may be incurred in affecting a sale. It is assumed that the properties are free from major or material encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

D-19

Reliance on This Letter For the purpose of this Prospectus, we have prepared this letter and the enclosed valuation certificates which summarise our Reports and outline key factors which we have considered in arriving at our opinion of our values. This letter and the valuation certificates do not contain all the necessary data and information included in our Reports. For further information, reference should be made to the Reports. The valuation and market information are not guarantees or predictions and must be read in consideration of the following:x The estimated value is based upon the factual information provided by the owner/Trust Manager. Property data/information provided is assumed to be correct. Whilst Colliers International has endeavoured to ensure the accuracy of the information, it has not independently verified all information provided by the owner. Colliers International also accepts no responsibility for subsequent changes in information as to areas, income, expenses or market conditions. The methodologies adopted in valuing the properties are based upon estimates of future results and are no predictions. Each methodology is based on a set of assumptions as to income and expenses of the properties and future economic conditions in the local market.

Summary of Property Information No. 1 2 3 4 5 6 7 Property Address 1 Fusionopolis Walk, SOLARIS 15A Changi Business Park Central 1, EIGHTRIUM @ CHANGI BUSINESS PARK 20 to 32 (Even Nos.) Pioneer Crescent, WEST PARK BIZCENTRAL 1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop, TUAS CONNECTION 2 Pioneer Sector 1 9 Kian Teck Crescent 38 Tuas View Square Balance Lease Term (Years) 55.1 52.8 55.3 37.4 33.4 29.3 43.5 Land Area (sm) 7,734.9 7,956.2 52,563.7 68,918.2 53,189.7 5,274.5 4,905.3 Gross Floor Area (sm) 51,264.49 19,866.00 131,419.50 56,485.00 29,020.30 5,458.20 6,850.40

Valuation Rationale In determining the market value of the properties, we have considered relevant general and economic factors and examined available market evidence. We have used the Income Capitalisation Method and the Discounted Cash Flow Analysis as the primary methods and the Direct Comparison Method as a cross check. In the Income Capitalisation Method, the estimated annual net income of the property after deducting all necessary outgoings is capitalized at an appropriate rate of return for the balance term of the lease tenure to arrive at the market value. The adopted rate reflects the nature, location, tenure, tenancy profile of the property together with the prevailing property market condition.

D-20

We have carried out a 10-year Discounted Cash Flow (DCF) Analysis with respect to Net Present Value Method on the properties. Briefly, this method entails comparison of all future receipts from an investment with all future outgoings and the application of an appropriate discounted rate to this flow of net income to determine the net present value (NPV) of this income stream. The property is hypothetically assumed to be sold after the end of the tenth year. In undertaking this method, a wide range of assumptions are made including rental growth and outgoings escalation throughout the cash flow period as well as sale price (or terminal value) of the property at the end of the investment horizon. The future estimates adopted for rents and costs are projections only formed on the basis of information currently available to us and are not representations of what the value of the property will be as at a future date. These assumptions have been based on the current market conditions and current expectations as to property values, income and yield. In the Direct Comparison Method, a comparison is made with recent sales of comparable properties in the vicinity and other comparable locations. Adjustments, where necessary, are made for differences in location, size, tenure, design and layout, standard of building finishes, services and facilities provided, age/condition, tenancy profile, date of sale, etc., before arriving at the values of the subject properties.

Summary of Values Summarised below are our opinion of values:

No. 1 2 3 4 5 6 7 Property Address 1 Fusionopolis Walk, SOLARIS 15A Changi Business Park Central 1, EIGHTRIUM @ CHANGI BUSINESS PARK 20 to 32 (Even Nos.) Pioneer Crescent, WEST PARK BIZCENTRAL 1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop, TUAS CONNECTION 2 Pioneer Sector 1 Jurong 9 Kian Teck Crescent 38 Tuas View Square Total Note: Capitalisatio n Rate 5.75% 6.00% 6.25% 6.25% 6.50% 6.50% 6.25% Discoun t Rate 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Market Value As at 30 Apr 2013 S$300,000,000/- or S$544/- psf over GFA S$101,000,000/- or S$472/- psf over GFA S$319,000,000/- or S$226/- psf over GFA S$125,000,000/- or S$206/- psf over GFA S$ 61,000,000/- or S$195/- psf over GFA S$ 11,000,000/- or S$187/- psf over GFA S$ 15,000,000/- or S$203/- psf over GFA S$932,000,000/-

The Road Line Plan/Drainage Reserve/Railway Plans/Legal Requisitions have all been taken into account and we confirm that there is no impact on the valuation.

Disclaimer We have prepared this Valuation Summary Letter and the enclosed Valuation Certificates for inclusion in the prospectus and specifically disclaim liability to any person in the event of any omission from or false or misleading statement included in the prospectus, other than in respect of the information provided within the Reports and this Valuation Summary Letter.

D-21

The reported analysis, opinion and conclusion are limited only by the reported assumptions and limiting conditions and is our personal, unbiased professional analyses, opinions and conclusions. The valuers compensation is not contingent upon the reporting of a predetermined value or direction in value that favours the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. Colliers International Consultancy and Valuation (Singapore) Pte Ltd has relied upon the property data supplied by the owner/manager which we assume to be true and accurate. Colliers International Consultancy and Valuation (Singapore) Pte Ltd takes no responsibility for inaccurate data supplied by the owner/manager and subsequent conclusions related to such data. We also confirm that we do not have a pecuniary interest that would conflict with a proper valuation of the property and the valuers undertaking the valuation are authorised to practise as valuers and have at least 15 years continuous experience in valuation. Our Valuation Certificates are appended.

Yours faithfully Colliers International Consultancy & Valuation (Singapore) Pte Ltd

Cynthia Ng B Sc (Est Mgt), FSISV Appraisers Licence No. AD041-2003388A Deputy Managing Director

Enc.

D-22

VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70(A) SB REIT Management Pte Ltd as the Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security 18 April 2013 1 Fusionopolis Walk SOLARIS Singapore 138628 A part 9-/ part 15-storey green mark platinum award business park development with basement carpark within Fusionopolis Phase 2B. Subject property is located at the north-eastern junction of Fusionopolis Walk and One North Crescent, off North Buona Vista Road, within Fusionopolis Phase 2B, and some 9 km from the city centre. Fusionopolis is located within One-North, near Biopolis and Science Park, surrounded by research, media and laboratory uses, educational institutions and residential estates/ developments. The National University of Singapore and National University Hospital are just within 5 minutes drive away. The property comprises two wings of research and development/ th office units which are linked from the basement to the 9 storey. st There are 3 cafes and an office unit on the 1 storey. Besides the standard facilities, the property is equipped with sustainable energy-efficient and multiple green features. Vertical movement within the building is via passenger/ fireman/ carpark lifts, and supplemented by r.c. staircases. District cooling system, docklevellers, modern fire protection and security services are provided. All essential public services and tele-communication services are available for connection. Legal Description Tenure : : Lots 4535A [with sub-terranean space Pte Lot A2561802)] Mukim 3 30 + 30 years w.e.f. 1 June 2008 (We are instructed to value based on the balance lease term of about 55.1 years to run.)

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

D-23

Registered Proprietor(s) Land Area*

: :

SB (Solaris) Investment Pte Ltd Approximately 7,734.9 sm (83,258 sf), excludes sub-terranean space of some 280 sm
* Subject to Governments re-survey

Gross Floor Area (GFA)

Approximately 51,264.49 sm (551,806 sf), as provided and subject to final survey Approximately 41,019.41 sm (441,533 sf), as provided and subject to final survey Circa October 2010 Good Business Park at gross plot ratio 6.6 [with white component of 15%)

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use

: : :

For the purpose of info-communications, media, science and engineering, research and development companies and underground vehicular connection only S$17,935,000/S$405.10 psm per annum and subterranean S$23.48 psm (per annum) The subject property is currently about 95% let out to multi-tenants on 3- to 10- years term, with/ without option for further renewal. We understand that it will be leased back to Soilbuild Group Holdings Limited for 5 years from the date of listing of Soilbuild Business Space Trust at an initial triple net rent of S$16,650,000/- per annum, with 3% increase per annum.

Annual Value Land Rent

: :

Tenancy Brief

Basis of Valuation

Based on 5-year master lease back arrangement

1 Fusionopolis Walk SOLARIS Singapore 138628 Our Ref : 2013/70(A)

Page 2

D-24

Valuation Approaches

Income Capitalisation Method/ Direct Comparison Method/ Discounted Cash Flow Analysis 5.75% 8.00% 6.25% In view of the foregoing and having taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to pre-arranged master lease back arrangement, but free from all other encumbrances, is as follows:Date Of Valuation Market Value 30 April 2013 S$300,000,000/Or S$544/- psf over GFA

Capitalisation Rate Discount Rate Terminal Cap Rate Valuation

: : : :

(Singapore Dollars Three Hundred Million Only)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

CN/SS/ct

This valuation certificate is subject to the attached Limiting Conditions.

1 Fusionopolis Walk SOLARIS Singapore 138628 Our Ref : 2013/70(A)

Page 3

D-25

VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70 (B) SB REIT Management Pte Ltd as Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security 17 April 2013 15A Changi Business Park Central 1 EIGHTRIUM @ CHANGI BUSINESS PARK Singapore 486035 A part 5-/ part 8-storey business park development with basement carpark The subject property is located at a round-about of Changi Business Park Central 1, off Changi South Avenue 1/Changi Business Park Vista, within Changi Business Park. Changi Business Park is located on the eastern part of Singapore. near Singapore Expo and Changi Airport, some 16.5 km from the City Centre. The building comprises two wings (namely East and West Wings) st th which are linked on the 1 to 5 storeys. It is designated for research and development industries. Vertical movement within the building is via 5 passenger lifts, 1 fireman lift, 1 service lift and 2 cargo lifts and supplemented by r.c. staircases. Car parking facilities are provided at the basement. Loading and unloading bays with docklevellers, modern fire protection and security services are also provided. Besides the standard facilities, the property is designed with landscaped roof gardens and sustainable energy-efficient and multiple green features. All essential public services and tele-communication services are connected.

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

D-26

Legal Description Tenure

: :

Lot 10384X Mukim 27 30 + 30 years commencing 16 February 2006 (we are instructed to value based on the balance lease term of about 52.8 years) SB (Eightrium) Investment Pte Ltd 7,956.2 sm (85,640 sf) or thereabouts Approximately 19,866.0 sm, (213,835 sf), as provided and subject to final survey Approximately 16,470.4 sm, (177,286 sf) as provided and subject to final survey Circa April 2007 Good Business Park at gross plot ratio of 2.5

Registered Proprietor(s) Land Area Gross Floor Area (GFA)

: : :

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use Annual Value Land Rent Tenancy Brief

: : :

: : : :

For the purpose of a multi-tenanted business park only S$6,926,000/S$87.39 psm per annum The subject property is multi-tenanted and the current occupancy is about 95%. Lease terms range from 2 to 5 years with/ without option to renew. Major tenants include Nestle Singapore (Pte) Ltd, Barclays Capital Services Ltd and Ku Singapore Pte Ltd. We understand that the monthly gross rental as at 31 March 2013 is about S$674,700.15. This includes a monthly service charge of some S$169,124.17.

15A Changi Business Park Central 1 EIGHTRIUM @ CHANGI BUSINESS PARK Singapore 486035 Our Ref: 2013/70 (B)

Page 2

D-27

Basis of Valuation Valuation Approaches

: :

As-Is basis and subject to existing tenancies Income Capitalisation Method/ Discounted Cash Flow Analysis 6.00% 8.00% 6.50% In view of the foregoing and having taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property; subject to existing tenancies, but free from all other encumbrances, is as follows:DATE OF VALUATION MARKET VALUE 30 APRIL 2013 S$101,000,000/or S$472/- psf over GFA Direct Comparison Method/

Capitalisation Rate Discount Rate Terminal Cap Rate Valuation

: : : :

(SINGAPORE DOLLARS ONE HUNDRED AND ONE MILLION ONLY)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

GSL/CN/ha

This valuation certificate is subject to the attached Limiting Conditions.

15A Changi Business Park Central 1 EIGHTRIUM @ CHANGI BUSINESS PARK Singapore 486035 Our Ref: 2013/70 (B)

Page 3

D-28

VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70 (C) SB REIT Management Pte Ltd as Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security 17 April 2013 20 to 32 (Even Nos.) Pioneer Crescent WEST PARK BIZCENTRAL Singapore 628555/56/57/58/59/60/61 A part 6-storey stack-up factory/ part 11-storey flatted factory of a ramp-up light industrial development WEST PARK BIZCENTRAL is located at the north-western junction of Pioneer Crescent and Tanjong Kling Road, off Jalan Buroh and Pioneer Road, within Jurong Industrial Estate, and some 20.5 km from the City Centre. The immediate vicinity comprises mainly standard factories built by JTC and purpose-built factory/ warehouse buildings and logistics facilities. Prominent developments in the vicinities include Keppel Logistics Benoi Districentre, Showa Denko, Wieland Building and Goldin Logistics Hub, amongst others. Labour supply, social and recreational amenities are readily available within the nearby Jurong and Boon Lay HDB estates. Accessibility to other parts of Singapore is enhanced by its close proximity to the Ayer Rajah Expressway and West Coast Highway, all are within a short drive away. The subject development comprises five stack-up factory blocks of 6-storey with mezzanine floor on each storey, two 11-storey flatted factory blocks and two ancillary canteens. Vertical movement within the buildings is via passenger lifts and supplemented by reinforced concrete staircases, with the ramp up facilities for heavy vehicles only. Surface & covered car parking lots st are available on the 1 storey. Modern fire protection equipments, security services and CCTV are provided.

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

D-29

Brief Description (Contd)

The subject property has obtained BCA Green Mark Certification Gold. Besides the standard facilities, the property is equipped with sustainable energy-efficient and multiple green features. All essential public services and telecommunication services are connected.

Legal Description Tenure

: :

Lot 4404M Mukim 6 Leasehold 30+30 years commencing 1 August 2008 (we are instructed to value based on the balance lease term of about 55.3 years to run) SB (Westpark) Investment Pte Ltd 52,563.7 sm (565,790 sf) or thereabouts Approximately 131,421 sm (1,414,600 sf), as provided and subject to final survey Approximately 115,254.1 sm (1,240,583 sf), as extracted from tenancy schedule provided and subject to final survey 30 December 2011 Good Business 2 at gross plot ratio 2.5

Registered Proprietor(s) Land Area Gross Floor Area (GFA)

: : :

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use Annual Value

: : :

: :

For the purpose of industrial activities as per JTC approved list S$19,527,100/-

20 to 32 (Even Nos.) Pioneer Crescent WEST PARK BIZCENTRAL Singapore 628555/56/57/58/59/60/61 Our Ref : 2013/70 (C)

Page 2

D-30

Land Rent

Upfront premium of S$28,793,596.32 for the balance of 30 years commencing 1 August 2008, is to be paid by Soilbuild Group Holdings Limited. Further term of land premium based on the market price for the property, excluding the buildings and other structures erected on it, which shall be determined by JTC on or about the commencement of the further term. Annual rent of S$12/- is due and payable in st advance on 1 January each year.

Tenancy Brief

We understand that the subject property is currently 100% multitenanted at a total monthly gross rent of S$1,828,878/-. The tenancies are generally on 2- to 5-years term with/ without option for further renewal. The monthly service charge is S$0.20 psf. The Sponsor to enter into a comprehensive service and maintenance contract of S$75,000/- per month for 5 years with 3% escalation per annum. Sponsor will also enter into contract of S$40,000/- per month as the carpark operator for 5 years with 5% escalation per annum.

Basis of Valuation Valuation Approaches

: :

As-Is Basis and subject to existing lease arrangement Income Capitalisation Method/ Discounted Cash Flow Analysis 6.25% 8.00% 6.50% Direct Comparison Method/

Capitalisation Rate Discount Rate Terminal Cap Rate

: : :

20 to 32 (Even Nos.) Pioneer Crescent WEST PARK BIZCENTRAL Singapore 628555/56/57/58/59/60/61 Our Ref : 2013/70 (C)

Page 3

D-31

Valuation

In view of the foregoing and taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to existing lease arrangement, but free from all other encumbrances, is as follows :Date Of Valuation Market Value 30 April 2013 S$319,000,000/Or S$226/- psf over GFA

(Singapore Dollars Three Hundred And Nineteen Million Only)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

DA/CN/ds This valuation certificate is subject to the attached Limiting Conditions.

20 to 32 (Even Nos.) Pioneer Crescent WEST PARK BIZCENTRAL Singapore 628555/56/57/58/59/60/61 Our Ref : 2013/70 (C)

Page 4

D-32

VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70 (D) SB REIT Management Pte Ltd as Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security 17 April 2013 1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop TUAS CONNECTION Singapore 637336 To 637350 A premium purpose-built industrial development comprising 12 units of 2-storey semi-detached factory and 3 units of 2-storey detached factory The subject property is bounded by Tuas Loop, Tuas Crescent and Tuas South Avenue 5, within Jurong Industrial Estate and some 28 km from the City Centre. The immediate locality comprises mainly JTC standard and purposebuilt factories, container yards, utilities installation and engineering/ fabricating yards. Prominent developments in the vicinity include Raffles Marina & Raffles Country Club, Tuas Amenity Centre, Tuas Point Bizhub, Panasonic Building and Tuas Incineration Plant, amongst others. Accessibility to other parts of Singapore is facilitated by its proximity to the Ayer Rajah/ Pan Island/ Kranji Expressways and Joo Koon/ Tuas West Road MRT Stations (the latter is currently underconstruction). The Second Link at Tuas is just 10 minutes drive away. The whole development comprises 12 units of 2-storey semidetached factory and 3 units of 2-storey detached factory. Vertical movement within each unit is via reinforced concrete staircases. Each unit is provided with car/lorry parking lots, substation, guardhouse, manual fire alarm and hosereel/hydrant systems. All essential public services and tele-com services are available for connection.

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

D-33

Legal Description

No. 1 3 5 7 9 2 4 6 8 10 12 14 16 18 20 Road

Strata Lot No. (All of Mukim 7) 4109T 4110V 4111P 4112T 4113A 4118C 4117L 4116X 4115N 4114K 4123W 4122M 4121C 4120L 4119M 4124V

Tenure

43 years with effect from 1 October 2007 (we are instructed to value based on the balance lease term of about 37.4 years to run) SB (Tuaslinc) Investment Pte. Ltd. Land Area (sm) 3,686.5 3,819.8 3,822.6 3,821.5 4,197.2 3,727.3 3,640.7 3,639.3 3,641.4 3,802.6 3,802.4 3,640.0 3,639.3 3,640.7 3,727.7 12,669.2 68,918.2 (741,829 sf)

Registered Proprietor(s) Land Area

: :

No. 1 3 5 7 9 2 4 6 8 10 12 14 16 18 20 Road Total

1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop TUAS CONNECTION Singapore 637336 To 637350 Our Ref: 2013/70 (D)

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Gross Floor Area (GFA)

Approximately 56,485.00 sm (607,994 sf), as provided and subject to final survey Approximately 60,486.63 sm (651,072 sf), as extracted for the tenancy provided and subject to final survey Temporary Occupation Permit was issued on 4 September 2008 Good Business 2 at gross plot ratio 1.4

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use

: : :

For the purpose of industrial activities listed as Authorised Use by JTC S$9,745,000/S$21.71 psm per annum (Market) The subject property is currently about 100% let out to multi tenants on 3 to 7-year term, with/without option for further renewal. As at 31 March 2013, the monthly net rent is S$724,356.27 excluding monthly service charge of S$130,214.48. As-Is Basis and subject to existing tenancies Income Capitalisation Method/ Discounted Cash Flow Analysis 6.25% 8.00% 6.50% Direct Comparison Method/

Annual Value Land Rent Tenancy Brief

: : :

Basis of Valuation Valuation Approaches

: :

Capitalisation Rate Discount Rate Terminal Cap Rate

: : :

1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop TUAS CONNECTION Singapore 637336 To 637350 Our Ref: 2013/70 (D)

Page 3

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Valuation

In view of the foregoing and having taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to existing tenancies but free from all other encumbrances, is as follows :Date Of Valuation Market Value 30 April 2013 S$125,000,000/Or S$206/- psf over GFA

(Singapore Dollars One Hundred And Twenty-Five Million Only)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

CT/CN/k

This valuation certificate is subject to the attached Limiting Conditions.

1 To 9 (Odd Nos.) & 2 To 20 (Even Nos.) Tuas Loop TUAS CONNECTION Singapore 637336 To 637350 Our Ref: 2013/70 (D)

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VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70(E) SB REIT Management Pte Ltd as the Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security. 17 April 2013 2 Pioneer Sector 1 Singapore 628414 A purpose-built industrial complex comprising low-rise warehouses, production area, plant areas, ancillary structures, administration building and laboratory building with offices. Subject property is located on the north-western side of Pioneer Sector 1, at its junction with Pioneer Road, within Jurong Industrial Estate and about 24.5 km from the city centre. The property comprises 1-storey purpose built detached buildings used as warehouses, plant/storage tanks/boiler and M & E structures, a 2-storey laboratory cum office and a 2-storey administration building. It is erected on a rectangular flat land. Vertical access to the buildings is via reinforced concrete staircases. Modern fire fighting equipment is provided whilst the office areas are air-conditioned generally. All essential public services and tele-communication services are available for connection. Legal Description Tenure : : Lot 3432M Mukim 7 30+30 years w.e.f. 1 October 1986 (we are instructed to value based on the balance lease term of about 33.4years to run) DBS Trustee Limited (in capacity of trust)

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

Registered Proprietor(s)

D-37

Land Area

53,189.7 sm (572,534 sf) or thereabouts, subject to Governments re-survey Approximately 29,020.3 sm (312,375 sf), as provided and subject to final survey Approximately 29,020.3 sm (312,375 sf), as provided and subject to final survey Circa 1980s with addition & alteration works carried out in mid 2000s. Average Business 2 at gross plot ratio 1.0

Gross Floor Area (GFA)

Lettable Floor Area

Year of Completion

Condition Master Plan Zoning (2008 Edition) Permitted Use

: :

For the purpose of manufacture of lanolin, liquid lanolin, lanolin fatty acid, lanolin alcohol, cholesterol, scored wool and wool top, fat liquoring agents for leather industry and non-ionic surfactants, compounds intermediates, derivatives and by-products of wool scouring only S$3,001,000/S$19.76 psm per annum (Market) The subject property will be lease back to NK Ingredients Pte Ltd for 15 years, with option for three further 5-year terms at an initial rent of S$4,680,000/-p.a. (triple net) with rental escalation of 4.5% p.a. at the beginning of Year 3,5,7, 9, 11, 13 and 15. Based on 15-year master lease back arrangement Income Capitalisation Method/ Direct Comparison Method/ Discounted Cash Flow Analysis

Annual Value Land Rent Tenancy Brief

: : :

Basis of Valuation Valuation Approaches

: :

2 Pioneer Sector 1 Singapore 628414 Our Ref : 2013/70 (E)

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Capitalisation Rate Discount Rate Terminal Cap Rate Valuation

: : : :

6.50% 8.00% 6.75% In view of the foregoing and taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to pre-arranged master lease back arrangement, but free from all other encumbrances, is as follows:Date Of Valuation Market value 30 April 2013 S$61,000,000/Or S$195/- psf over GFA

(Singapore Dollars Sixty-One Million Only)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

SS/CN/tc

This valuation certificate is subject to the attached Limiting Conditions.

2 Pioneer Sector 1 Singapore 628414 Our Ref : 2013/70 (E)

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VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70(F) SB REIT Management Pte Ltd as the Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security. 17 April 2013 9 Kian Teck Crescent Singapore 628875 A 3-storey purpose built detached factory. Subject property is located on the north-western side of Kian Teck Crescent, off Pioneer Road North, within Jurong Industrial Estate and about 21 km from the city centre. The property comprises a 3-storey purpose-built detached factory on a near rectangular flat land. The building is equipped with 2 cargo lifts (each of 2 tonnes capacity) and supplemented by reinforced concrete staircases. Modern fire fighting equipment and mechanical st ventilation are provided to the 1 storeys production area whilst the nd 2 storeys production and office areas are air-conditioned. All essential public services and tele-communication services are available for connection. Legal Description Tenure : : Lot 2711C Mukim 6 30+19 years w.e.f. 1 August 1993 (we are instructed to value based on the balance lease term of about 29.3years to run) DBS Trustee Limited (in capacity of trust)

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property Brief Description

: :

Registered Proprietor(s)

D-40

Land Area

5,274.5 sm (56,775 sf) or thereabouts, subject to Governments resurvey Approximately 5,458.2 sm (58,752 sf), as provided and subject to final survey Approximately 5,458.2sm (58,752 sf), as provided and subject to final survey Circa 1990s Average Business 2 at gross plot ratio of 2.5

Gross Floor Area (GFA)

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use Annual Value Land Rent

: : :

: : :

For the purpose of printing & allied products only S$759,000/We understand that upfront land premium has been paid for the balance of the first 30 years term. We understand that the subject property will be 100% leased back to C.O.S Printers Pte Ltd for a 10 years term, with 5-year option for further renewal at a starting rent of S$894,000 pa (triple net) with rental escalation of 4%pa at the beginning of Year 3, 5, 7 and 9. Based on 10-year master lease back arrangement Income Capitalisation Method/ Discounted Cash Flow Analysis 6.50% 8.00% 7.00% Direct Comparison Method/

Tenancy Brief

Basis of Valuation Valuation Approaches

: :

Capitalisation Rate Discount Rate Terminal Cap Rate

: : :

9 Kian Teck Crescent Singapore 628875 Our Ref: 2013/70 (F)

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Valuation

In view of the foregoing and taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to pre-arranged master lease back arrangement, but free from all other encumbrances, is as follows :Date Of Valuation Market value 30 April 2013 S$11,000,000/Or S$187/- psf over GFA

(Singapore Dollars Eleven Million Only )

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

SS/CN/tc

This valuation certificate is subject to the attached Limiting Conditions.

9 Kian Teck Crescent Singapore 628875 Our Ref: 2013/70 (F)

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VALUATION CERTIFICATE Our Reference Valuation Prepared for : : 2013/70 (G) SB REIT Management Pte Ltd as Manager of Soilbuild Business Space REIT For initial public offering, corporate reporting and mortgage security 17 April 2013 38 Tuas View Square Singapore 637770 A part 3-/part 4-storey detached factory and warehouse building with dormitory The subject property is located on the eastern side of Tuas View Square, between its junction with Tuas View Walk 1 and Tuas View Walk 2. It is approximately 30.5 km from the City Centre. The immediate vicinity comprises a mixture of JTC standard, purpose-built factories and detached/terrace factories on URA land. Prominent developments in the locality include Westlink Techpark, Westlink One/Two, Linkpoint Place, Enterprise Logistics Centre, Tuas Biomedical Park I/II and Raffles Marina & Country Club. Accessibility to other parts of Singapore is facilitated by its proximity to the Pan-Island/Kranji/Ayer Rajah Expressways and Joo Koon/Tuas West Road MRT Stations (the latter is currently underconstruction). The Second Link at Tuas is just 10 minutes drive away. The property comprises a part 3-/part 4-storey detached rd th factory/warehouse building with dormitory on 3 and 4 storey. Vertical movement within the building is via 2 cargo lifts and supplemented by reinforced concrete/metal staircases. CCTV cameras at strategic locations, guard post and manual fire alarm and fire extinguishers/hosereel are provided. All essential public services and tele-communication services are available for connection.

Purpose of Valuation Date of Inspection Address of Property

: : :

Type of Property

Brief Description

D-43

Legal Description

Lots 2815W and 2816V Both of Mukim 7 60 years w.e.f. 30 October 1996 (we are instructed to value based on the balance lease term of about 43.5 years to run.) Picco Enterprise Pte. Ltd.

Tenure

Registered Proprietor(s) Land Area

: :

Lot No. 2815W 2816V Total

Land Area (sm) 2,452.6 2,452.7 4,905.3 (52,800 sf)

Gross Floor Area (GFA)

Approximately 6,850.40 sm (73,737 sf), as provided and subject to final survey Approximately 6,850.40 sm (73,737 sf), as provided and subject to final survey Temporary Occupation Permit was issued on 16 November 1998 Average Business 2 at gross plot ratio 1.4

Lettable Floor Area

Year of Completion Condition Master Plan Zoning (2008 Edition) Permitted Use Annual Value Land Rent Tenancy Brief

: : :

: : : :

For the purpose of General Industrial Use with workers dormitory S$799,200/Nil We understand that the subject property will be 100% leased back to Picco Enterprise Pte. Ltd. for a 7 years term, with 5-year option for further renewal, at an initial rent of S$1,061,800/- per annum (double net) with rental escalation of 2% per annum.

38 Tuas View Square Singapore 637770 Our Ref : 2013/70 (G)

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Basis of Valuation Valuation Approaches

: :

Based on 7-year master lease back arrangement Income Capitalisation Method/ Discounted Cash Flow Analysis 6.25% 8.00% 6.50% In view of the foregoing and having taken into consideration the prevailing market conditions, we are of the opinion that the market value of the subject property, subject to pre-arranged master lease back arrangement, but free from all other encumbrances, is as follows:Date Of Valuation Market Value 30 April 2013 S$15,000,000/Or S$203/- psf over GFA Direct Comparison Method/

Capitalisation Rate Discount Rate Terminal Cap Rate Valuation

: : : :

(Singapore Dollars Fifteen Million Only)

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

CT/CN/k

This valuation certificate is subject to the attached Limiting Conditions.

38 Tuas View Square Singapore 637770 Our Ref : 2013/70 (G)

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LIMITING CONDITIONS
1. 2. Values are reported in Singapore currency unless otherwise stated. In our valuation it is presumed that the property as currently used is not in contravention of any planning or similar regulations. We shall not be responsible if it is otherwise. For obvious reasons, we do not and cannot provide information relating to government acquisitions unless the land has already been gazetted for acquisition. No requisition on road, MRT, LRT, drainage and other government proposals has been made. Such information will not be tendered unless specifically requested for and we be properly reimbursed. While due care is exercised in the course of our inspection to note any serious defects, we will not (and are not qualified to) carry out a structural, geotechnical or environmental survey. We will not inspect those parts of the property that are unexposed or inaccessible. Further, we will not be able to report that the building is free from rot, infestations or other defects. The building services will not be tested but will be presumed to be in good working order. We recommend that appropriately qualified persons be engaged to undertake investigations excluded from our scope of work. Neither the whole nor any part of this valuation report or any reference to it may be included in any document, circular or statement or be published in any way without our prior written consent to the form and context in which it may appear. We shall bear no responsibility for any unauthorised inclusion or publication and reserve the right to claim for any loss, liability, costs or expenses (including but not limited to professional or executive time) we may suffer or reasonably incur, directly or indirectly, as a result of a breach of this clause. In accordance with our usual practice, we must state that this valuation report is restricted to the client or person to whom this valuation report is specifically addressed to and for the specific purpose stated therein and to be used within a reasonable time. We disclaim any liability should it be used by any other person or for any other purpose(s) or beyond a reasonable time. Where it is stated in the valuation report that information has been supplied to us by another party, the information is presumed to be reliable and we do not accept any responsibility should it be proven otherwise. The study of possible alternative development options and the related economics are not within the scope of this report unless expressly stated. Our opinion of the market value of the property is free from any influence and/or point of views of any other parties.

3.

4.

5.

6.

7.

8.

9.

10. Any market projections incorporated within our services including but not limited to, income, expenditure, associated growth rates and other variables are projections only and may prove to be inaccurate. Accordingly, such market projections should be interpreted as an indicative assessment of potentialities only, as opposed to certainties. 11. No allowance will be made in our valuation report for any charges, mortgages or other claims affecting the property nor for any costs, expenses, taxation or outgoings which may be involved in any transaction of the property. 12. The title to the property is presumed to be good and marketable and, unless mentioned in this valuation report, be free from any encumbrances, restrictions and other legal impediments. We accept no responsibility for investigations into title, searches and requisitions and other such legal matters. 13. Any plans included in this report are for identification purposes only and should not be treated as certified copies of areas or other particulars contained therein. 14. All Location Plans are obtained from Streetdirectory.com. Whilst we do make every endeavour to update the maps as far as it is possible, we do not vouch for the accuracy of the maps and shall not be responsible if it is otherwise. 15. We shall not be required to give testimony or to appear in court or any other tribunal or to any government agency by reason of this valuation report or with reference to the property in question unless prior arrangements have been made and we be properly reimbursed. For the avoidance of doubt, our directors and employees shall have no liability in respect of their private assets. The amount of aggregate liability of Colliers is limited to the fee for this service.

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APPENDIX E

INDEPENDENT BUSINESS SPACE PROPERTY MARKET RESEARCH REPORT

PRIVATE & CONFIDENTIAL www.dtz.com

Independent Review of the Industrial Property Market

Prepared for SB REIT Management Pte. Ltd. (the Manager) DBS Trustee Ltd as trustee of Soilbuild Business Space REIT (the Trustee) 22 April 2013

DTZ, a UGL company

E-1

100 Beach Road, Shaw Tower #35-00 Singapore 189702

SB REIT Management Pte. Ltd. (the Manager) DBS Trustee Ltd as trustee of Soilbuild Business Space REIT (the Trustee)

Telephone : +65 6293 3228 Facsimile: +65 6298 9328 www.dtz.com

22 April 2013

Dear Sirs INDEPENDENT REVIEW OF THE INDUSTRIAL PROPERTY MARKET Thank you for appointing DTZ to conduct a market study of the industrial property market in Singapore. Our terms of reference are: x To provide an overview of Singapores economy; x To review Singapores industrial property market, highlighting key demand drivers and analyse how the supply pipeline may impact the industrial property market. A review of rental trends with a 2-year forecast of market rental values of the property type; and x To review the portfolio of properties. It has been a pleasure working with you and your team and we look forward to working with you again in the future. Yours faithfully,

Ho Tian Lam Director Chief Executive Officer Salesperson Reg. No: R027899A

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Table of Contents
1 Overview of Singapore Economy ..................................................................................................... 1 1.1 GDP Growth and Inflation ................................................................................................................... 1 1.2 Industrial Production........................................................................................................................... 1 1.3 Investment Commitments .................................................................................................................. 2 1.4 Economic Outlook ............................................................................................................................... 3 2 Industrial Property Market Overview ............................................................................................... 6 2.1 Introduction ........................................................................................................................................ 6 2.2 Government Plans and Policies ........................................................................................................... 9 2.2.1 Property Measures .................................................................................................................... 9 2.2.2 Plans and Policies..................................................................................................................... 10 2.2.3 Industrial Market Trends ......................................................................................................... 12 2.2.4 Impact on the Industrial Property Market .............................................................................. 14 2.3 Business Park ..................................................................................................................................... 15 2.3.1 Background ............................................................................................................................. 15 2.3.2 Supply and Demand ................................................................................................................ 19 2.3.3 Potential Supply ...................................................................................................................... 21 2.3.4 Median Rents .......................................................................................................................... 22 2.4 Single-User Factory ........................................................................................................................... 25 2.4.1 Supply and Demand ................................................................................................................ 25 2.4.2 Potential Supply ...................................................................................................................... 26 2.4.3 Median Rents .......................................................................................................................... 28 2.5 Multiple-User Factory ....................................................................................................................... 29 2.5.1 Supply and Demand ................................................................................................................ 29 2.5.2 Potential Supply ...................................................................................................................... 30 2.5.3 Median Rents .......................................................................................................................... 31 2.5.4 Stack-Up Factories .................................................................................................................. 32 2.6 Warehouse ........................................................................................................................................ 34 2.6.1 Supply and Demand ................................................................................................................ 34 2.6.2 Potential Supply ...................................................................................................................... 35 2.6.3 Median Rents .......................................................................................................................... 36 2.7 Outlook .............................................................................................................................................. 37

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2.7.1 Business Park .......................................................................................................................... 37 2.7.2 Factory .................................................................................................................................... 37 2.7.3 Warehouse .............................................................................................................................. 38 2.7.4 Rental Growth Forecasts ......................................................................................................... 38 3 Review of Portfolio ....................................................................................................................... 39 3.1 Introduction ....................................................................................................................................... 39 3.2 Review of Portfolio ............................................................................................................................ 42 3.3 Site and Micro-Market Analyses ....................................................................................................... 44 3.3.1 Solaris, one-north ..................................................................................................................... 44 3.3.2 Eightrium, Changi Business Park............................................................................................... 47 3.3.3 WestPark BizCentral, COS Printer, NK Ingredients, Tuas Connection and Beng Kuang Marine, West Region .............................................................................................................................. 51 3.3.3.1 WestPark BizCentral, Boon Lay Planning Area ............................................................. 54 3.3.3.2 COS Printer, Jurong West Planning Area ...................................................................... 55 3.3.3.3 NK Ingredients, Pioneer Planning Area......................................................................... 57 3.3.3.4 Tuas Connection and Beng Kuang Marine, Tuas Planning Area ................................... 59 3.4 SWOT Analysis .................................................................................................................................... 62 4 Conclusion .................................................................................................................................... 65

Appendix A - Industrial Government Land Sales List for H1 2013 Appendix B - Map of Central Area and Outside Central Area

LIMITING CONDITIONS

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Overview of the Singapore Economy

1.1 GDP Growth and Inflation

The Singapore economy enjoyed a healthy annual growth of about 6% in the last decade. After significant growth in 2010 (14.8%) and 2011 (5.2%), GDP growth slowed to 1.5% in 2012 amidst global economic slowdown. Inflation was also relatively high in 2012 at 4.6%, although overall unemployment rate remained at a low of 2.0% (Table 1.1). Table 1.1: Key Economic Indicators Economic Indicator Real GDP Growth (%) Inflation (%) Total Unemployment (%) 2003 4.6 0.5 4.0 2004 9.2 1.7 3.4 2005 7.4 0.5 3.1 2006 8.6 1.0 2.7 2007 9.0 2.1 2.1 2008 1.7 6.6 2.2 2009 -0.8 0.6 3.0 2010 14.8 2.8 2.2 2011 5.2 5.2 2.0 2012 1.5 4.6 2.0

Source: Department of Statistics (DOS), DTZ Consulting & Research, April 2013

The two main economic pillars in Singapore are manufacturing and financial & business services, contributing to 26% and 23% respectively of the total GDP in 2012. Singapore continues to position itself as a global financial hub. The World Economic Forum has ranked Singapore 2nd worldwide for financial market development.

1.2 Industrial Production

The manufacturing sector remains one of the key economic pillars to Singapores economy, contributing to 27% of the total GDP in 2012, while that from the finance & insurance and business services sectors was 23%. While the overall growth of manufacturing production remained stagnant in 2012, some manufacturing clusters performed better compared to the others (Figure 1.1). For instance, the transport engineering cluster grew by 11.2% and the biomedical manufacturing cluster by 9.9%.

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Figure 1.1: Index of Industrial Production

140.0

120.0

100.0

80.0

60.0

40.0

20.0

0.0 2009 2010

Electronics Biomedical Manufacturing Transport Engineering Total Manufacturing

2011

2012p

Chemicals Precision Engineering General Manufacturing Industries

Source: DOS, DTZ Consulting & Research, April 2013

1.3 Investment Commitments

Despite slowdown in the economy, total investment commitments in the manufacturing sector increased by 27% to $16,007.8 million1 in 2012, while that for the services clusters decreased by 31% to $1,708.4 million. The bulk of the investment commitments in the manufacturing sector were for the electronics and chemicals clusters (Figure 1.2). Figure 1.2: Investment Commitments in Manufacturing and Services by Industry Cluster (2012)

Services Clusters 11%

Manufacturing 89%

General Manufacturing Industries 1% Biomedical Manufacturing 2% Precision Engineering 2%

Chemicals 42%
Electronics 39%

Transport Engineering 3%

Source: DOS, DTZ Consulting & Research, April 2013

All currencies in this report are in SGD, unless stated otherwise.

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While the electronics cluster continued to receive significant investment commitments, the manufacturing sector is diversifying towards other higher productivity sectors e.g., chemicals and biomedical manufacturing. There was a significant increase in investment commitments in the chemicals (165% YOY) and biomedical manufacturing (61% YOY) in 2012, in contrast with that for precision engineering which fell by 46% YOY (Figure 1.3). Significant investments included Sumitomo Chemicals new styrene -butadiene rubber (S-SBR) manufacturing plant (over $3 billion) and Lanxesss new rubber (NdsPBR) plant ($317 million) on Jurong Island. Figure 1.3: Investment Commitments in Manufacturing Cluster
million

$8,000

$7,000

$6,000

$5,000

$4,000

$3,000

$2,000

$1,000

$0
Chemicals Electronics Transport Engineering Precision Engineering Biomedical Manufacturing General Manufacturing Industries

2010

2011

2012p

Source: DOS, DTZ Consulting & Research, April 2013

1.4 Economic Outlook

Oxford Economics forecasted the Singapore GDP to grow by 3% in 2013, 5.5% in 2014 and 5.3% in 2015 and inflation to decline to 2.7% in 2013, 1.5% in 2014 and 1.3% in 2015. According to the Economic Development Board (EDB), business expectations for the manufacturing sector for H1 2013 remain negative. The slowdown in the economy, rising production costs and crunch in labour supply are likely to be the main contributors to the negative sentiments. However, with economic growth expected to pick up in 2014 and beyond, Oxford Economics forecasts Singapores Industrial Production Index to improve in 2013 in tandem and continue to grow in a steady pace in the next few years (Figure 1.4).

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Figure 1.4: GDP and Industrial Production Index Outlook

%

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0.0 2003 -5.0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 F 2014 F 2015 F

-10.0

Real GDP Growth

Source: DOS, Oxford Economics, DTZ Consulting & Research, April 2013

Industrial Production Index

While manufacturing will continue to be the key economic driver for Singapore, the sector is expected to restructure and focus on higher productivity. With the labour crunch and increasing cost in Singapore, some industrialists may relocate to alternative overseas locations e.g., Iskandar Malaysia. Nevertheless, Singapore will continue to be the Global-Asia Hub and EDBs Host to Home strategy, which aims to move Singapore from being a host to companies to become a home where business, innovation and talent are nurtured, will continue to resonate strongly with companies looking for a strategic base in Asia to drive their business, innovation and talent activities. The industrial market in Singapore will continue to receive strong support from the Government. For instance, to support the economic restructuring and boost productivity, the Government is setting up a $90 million initiative to encourage Small- and Medium-sized Enterprises (SMEs) to increase productivity and strengthen the manufacturing eco-system. These apply to firms in the traditionally lower value industries e.g., food services, food manufacturing and printing & packaging. JTC Corporation (JTC) has also designed and built industrial spaces with smaller footprint to support the growth of SMEs in Singapore. The Government sees opportunities for Singapore to further develop higher value industries like the pharmaceutical industry and high-end logistics services. Singapore will move away from traditional manufacturing to more R&D, higher-value added industrial activities. For instance, the Home for Innovation is a strategy aims to leverage Singapores strengths in systems integration and shift the focus from sourcing solutions to co-creating solutions with industry partners and encourage R&D activities in Singapore. Emerging industries e.g. companies in nanotechnology and production of lifestyle products and services e.g., arts logistics, will require new and highly specified industrial spaces. Amid the changes in industry directions, there will also be a change in the types of SMEs which offer support to these new industries.

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With the potential increase in demand for better and quality industrial spaces, the industrial property market is likely to see a refocus on supply of quality industrial spaces with higher specifications and flexible use to meet changing needs.

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2
2.1

Industrial Property Market Overview

Introduction

The Urban Redevelopment Authority (URA) classifies industrial space into the following categories (Table 2.1): Table 2.1: URA Industrial Real Estate Classification Classification Description Factory Space used or intended to be used for industrial purposes, comprising buildings or part of the buildings used for the manufacturing, altering, repairing, ornamenting, finishing, cleaning, washing, packing, canning, breaking-up or demolition of any article or its parts and the processing and treatment of minerals
Factory developments are further classified into: x Single-user Factory building that has a single occupier and is used for a purpose solely related to that occupier x Multiple-user Factory building that is capable of being strata subdivided and thus could be used by multiple users Covered space used or intended to be used predominantly as storage area for raw materials, semi-finished or finished goods Areas for non-pollutive industries and businesses that engage in high-technology, Research and Development (R&D), high value-added and knowledge-intensive activities. Science parks are also classified as business parks, though their primary activity is R&D

Warehouse Business Park1

Source: URA, DTZ Consulting & Research, April 2013

As at Q4 2012, there was 424.4 million sq ft of industrial space in Singapore, of which 87% (369.5 million sq ft) are privately owned2, while the remaining is owned by the public sector 3, primarily JTC Corporation (JTC) and Housing Development Board (HDB). Majority of the industrial stock in Singapore is single-user factory (231.3 million sq ft; 54%), followed by multiple-user factory (97.1 million sq ft; 23%) and warehouse (79.4 million sq ft 19%) (Figure 2.1). Business park stock is comparatively limited at 16.7 million sq ft (4%).

According to the URA, business park space is a sub-classification of factory space. For the purpose of this report, business park space is regarded as an industrial segment on its own. 2 Refers to individuals, organisations or companies registered with Accounting and Corporate Regulatory Authority (ACRA). It includes clan associations and other organisations registered under the Societies Act, Charities Act, Cooperative Societies Act, etc. 3 Refers to the public authorities, which are government ministries, departments or statutory boards created by an Act of Parliament.

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Figure 2.1: Breakdown of Industrial Stock (Q4 2012)4

% of Total Industrial Stock

50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0%

46% 194.6 million sq ft

19% 82.3 million sq ft

19% 78.9 million sq ft

9% 36.7 million sq ft
3% 14.7 million sq ft

0.1% 0.5 million sq ft

3% 13.7 million sq ft 1% 3.0 million sq ft

Single-user Factory 231.3 million sq ft (54%)

Multiple-user Factory 97.1 million sq ft (23%) Private

Warehouse 79.3 million sq ft (19%) Public

Business Park 16.7 million sq ft (4%)

Source: URA, DTZ Consulting & Research, April 2013

In terms of geographical distribution, most industrial space in Singapore is located in the West Region (191.9 million sq ft; 45%), notably in Jurong, Tuas and Jurong Island, mainly single-user factories and warehouses (Map 2.1). The industrial landscape in the West Region is diverse, ranging from general manufacturing industries to more specialised clusters such as biomedical/ pharmaceutical (Tuas Biomedical Park) and petrochemical (Jurong Island) as well as knowledge-based activities at the 37 ha International Business Park and 50 ha Cleantech Park. There is also a significant concentration of manufacturing companies in the offshore and marine as well as oil and gas industry clusters in the West Region.

Figures in this report may not add up due to rounding off.

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Map 2.1: Key Industrial Locations in Singapore by Planning Region5

NORTH REGION 59.6 million sq ft (14%) WEST REGION 191.9 million sq ft (45%)

NORTH EAST REGION 31.3 million sq ft (7%)

EAST REGION 58.1 million sq ft (14%) CENTRAL REGION 83.5 million sq ft (20%)

Source: JTC, URA, DTZ Consulting & Research, April 2013

The Central Region (83.5 million sq ft; 20%) also has a considerable amount of industrial stock, mainly multiple-user factories for higher value activities e.g., data centres, R&D and media services. The region also accounts for majority of business park space in Singapore, hosting two major business parks, namely one-north and Mapletree Business City. The Singapore Science Park, a R&D and technology hub, is also located in this region. Other major industrial estates/ clusters in Singapore include the Woodlands East Industrial Park (e.g., food industries), Woodlands Wafer Fab Park, Sungei Kadut Industrial Park (e.g., furniture manufacturing industries) in the North Region and Seletar Aerospace Park in the North East Region. The East Region (58.1 million sq ft; 14%) also features electronics and aviation-related industries as well as major logistics clusters such as the Airport Logistics Park, Changi International LogisPark (North/South) and Tampines LogisPark. In addition, the 71 ha Changi Business Park is also located in the East Region.

Planning region boundaries are not drawn to scale.

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2.2

Government Policies and Plans

2.2.1 Property Measures

The government has been pro-active in ensuring a stable and sustainable property market since the aftermath of the global financial crisis in 2008/09. While property measures implemented from 2009 to 2011 were focused on the residential sector, there was increased focus in the industrial property market in 2012. Table 2.2 highlights the major industrial property measures implemented by the government in 2012 and 2013 Year to Date (YTD). Table 2.2: Major Industrial Property Market Measures Property Measure (Month of Announcement) Conditions for New Developments Under Industrial Government Land Sales (IGLS) Programme (January 2012) Shorter Tenure for Sites in the Industrial GLS Programme for H2 2012 (June 2012) Description x Development control-related measures were passed to ensure that building specifications of future industrial developments would better meet industrialists needs x Apart from measures related to building specifications, other key measures include the disallowing of strata subdivision for selective industrial GLS sites e.g., near Mass Rapid Transit (MRT) as well as a cap on the minimum size for strata-titled industrial units x Shorter tenure for all sites in the H2 2012 IGLS programme from 60 years to a maximum term of 30 years x Industrial sites released are also mostly smaller in size to increase the governments flexibility for land redevelopment and to improve affordability for industrialists

Guidelines on Non-Exclusive x Religious groups are only allowed to make use of industrial premises and Limited Use for Religious zoned Business 1 (B1) on a non-exclusive and limited basis Activities x These industrial premises cannot be used exclusively for religious purposes at the expense of industrial activities (June 2012) x Usage is limited to certain days in a week and will occupy only the ancillary use quantum of the industrial premises zoned B1 x Religious groups will be able to conduct some religious activities in industrial space, without compromising the primary function and character of industrial developments x Existing religious organisations that are using factory units for religious uses on an exclusive basis will be granted a three-year grace period with effect from 12 June 2012 to comply with the conditions Continued Cap on the Tenure x Ample land supply through the IGLS programme to meet the needs of for Sites in the Industrial GLS industrialists and to moderate land prices Programme for H1 2013 x The government continued to cap the land tenure for sites on the IGLS programme. Sites with shorter land tenures of about 22 years, targeted (December 2012) at SMEs, were also released x Successful bidders of selected sites will be required to build a minimum Refer to Appendix A for H1 number of large factory units to cater to needs of SMEs who need larger 2013 IGLS List industrial spaces x The set of conditions for all B1 and B2 sites in the IGLS Programme announced in January 2012 continued to be effective in its H1 2013 list

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Property Measure (Month of Announcement)

Description

Imposition of Sellers Stamp x With effect from 12 January 2013, the government imposed a Sellers Duty on Industrial Properties Stamp Duty (SSD) on industrial properties and land sold within three and Land years of the date of purchase: o SSD at 15% if the property is sold in the 1st year of purchase i.e., the (January 2013) property is held for one year or less from the date of purchase; o SSD at 10% if the property is sold in the 2nd year of purchase i.e., the property is held for more than one year and up to two years from the date of purchase; and o SSD at 5% if the property is sold in the 3rd year of purchase i.e, the property is held for more than two years and up to three years from the date of purchase Revision of Payment Scheme x Wef 1 January 2013, the payment scheme for new assignment6 contracts for New Assignment for industrial buildings on JTC sites involving third party facility providers, Contracts for Third Party such as property funds and Real Estate Investment Trusts (REITs), has Facility Providers for JTCbeen revised to upfront land premium only for the remaining part of the leased Sites lease term x Prior to this policy change, JTC allowed third party facility providers to (January 2013) pay based on a monthly land rental, if that was what the seller (assignor) was doing x The revision impacted directly on third party facility providers under the Sales and Leaseback Scheme7 x Third party facility providers under JTCs Third Party Build and Lease Scheme8 continues to have the option to pay either an upfront land premium or monthly land rental, although subsequent buyers of their industrial development are only limited to the upfront land premium scheme
Source: MTI, URA, DTZ Consulting & Research, April 2013

2.2.2 Plans and Policies

Apart from the abovementioned property measures, other major government plans and policies which are likely to impact on the industrial market and its drivers are summarised in Table 2.3.

According to JTC, assignment or transfer of lease refers to the transfer of estates, rights, title and interests in the property from the "Assignor or Transferor" (seller) to the "Assignee or Transferee" (buyer). 7 A Sale and Leaseback Scheme by JTC allows an industrialist to sell its industrial development, e.g., which it completed under the JTC Land Allocation scheme, to a third party, which in turn leases it back to the industrialist. 8 The Third Party Build and Lease Scheme by JTC enables industrialists to appoint a qualifying third party facility provider to undertake the development of a customised facility according to the industrialist's specifications. In return, the industrialist undertakes to lease the facility from the third party facility provider under a set of negotiated terms and conditions agreed between them. This scheme also provides companies the option of operating in customised facilities without having to pay the development costs upfront.

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Table 2.3: Major Government Plans and Policies Plan/ Policy Budget 2013 Key Highlights x Budget 2013 continued to focus on restructuring Singapores economy to achieve productivity growth as well as building a more inclusive society x Cornerstones of the Quality Growth Programme, which aims to help businesses upgrade, create better jobs and raise wages, include: o Tightening foreign worker policies to moderate the growth of the foreign workforce as well as making policy adjustments to reflect the circumstances in each sector by: Raising foreign worker levies for all sectors; Further selective Dependency Ratio Ceilings cuts; and Tightening eligibility requirements for S Pass and Employment Pass o Providing a $5.3 billion 3-year Transition Support Package to businesses to help them restructure and share productivity gains with employees in the form of higher wages; o Strengthening productivity incentives, which included a land productivity grants, costing a total of $60 million, to support companies that intensify land use in Singapore or those that choose to move some operations offshore, while keeping core functions in Singapore o Developing capabilities for future growth industries by setting aside: $500 million to support a Future of Manufacturing Plan that envisages to deepen Singapores leadership position in established clusters and build new clusters e.g., Robotics and 3D printing; and $90 million for a Satellite Industry Development Fund to support satellite manufacturing and services in Singapore x Provides a roadmap for Singapores population and land use policies till 2030 x Projection of about 6.5 to 6.9 million population by 2030 x Number of Singaporeans in Professional, Managerial, Executive and Technical (PMET) jobs increasing from 850,000 in 2011 to 1.25 million in 2030; and x New manufacturing areas designated at Woodlands, Sengkang West, Seletar, Lorong Halus, Pasir Ris as well as new reclamation areas at Tuas x Recent updates to LTAs Masterplan 2008 are as follows: o Tuas West MRT Extension, which will extend the East-West Line from Joo Koon MRT station, is expected to complete in 2016 o Rail alignment and MRT station locations for the 30 km Thomson Line as well as full road alignment of the North South Expressway o Doubling of Singapores MRT network from 178 km to 360 km by 2030 via two new MRT lines (Cross Island Line and Jurong Region Line) and extension of three existing lines (Circle Line, North East Line and Downtown Line) o Exploring the addition of a new MRT station between Yishun and Sembawang on the North-South Line

Population White Paper and Land Use Paper

Land Transport Authority (LTA) Masterplan

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Plan/ Policy Development of a Mega-Port at Tuas

Key Highlights x All port container activities in Singapore will be consolidated at Tuas via a mega-port x The first set of berths at the new mega-port is expected to be operational around 2022 x HDB will transform Defu Industrial Estate into A Green and Sustainable Industrial Park of Tomorrow and be renamed as Defu Industrial Park x Phase 1, completing in 2017, involves 219 out of 1,046 factories and will see the development of Defu Industrial City on the former Kim Chuan Water Reclamation Plant x A new Bedok Food City will be developed at Bedok North Avenue 4 to accommodate rehoused factories from Defu Industrial Park x Subsequent two phases include the development of a new Defu City Centre (beside Defu Industrial City), a focal point of commercial activities x JTC continued to drive innovations on land use methods for industrial facilities as well as new industrial clusters such as: o Launch of the 13-ha Offshore Marine Centre at Tuas View, which aims to attract high value marine and oil & gas equipment activities; it was fully operational in 2012; o Launch of the 7.4-ha MedTech hub at Tukang Innovation Park at Jurong in April 2012; o Development of an underground science city near Kent Ridge; o Development of the 24-ha Tampines LogisPark ; o Development of the Surface Engineering Hub at Tanjong Kling; and o Building of Small Footprint standard factories at Jalan Buroh to cater to SMEs.

Redevelopment of Defu Industrial Estate

JTC Initiatives

Source: Ministry of Finance, Ministry of National Development, HDB, DTZ Consulting & Research, April 2013

2.2.3 Industrial Market Trends

The following are some of the notable industrial market trends: x Run-up in industrial property prices Industrial property prices have been increasing rapidly since 2009, driven by the low interest rate environment, abundant liquidity as well as a shift of investor interest from the residential sector to non-residential sectors. According to DTZ Research, freehold industrial capital values increased by about 13% to 14% YOY in Q1 2013, while average gross rental values remained stable over the same period. The strong buyer demand for industrial properties also led to more developers building strata-titled industrial developments for sale. Consequently, there were more multiple-user factories completing over the past two years which were for sale. x Smaller multiple-user factory units A significant proportion of the industrial developments that were launched for sale since 2009 were designed as high-rise industrial developments with typical unit sizes up to 2,000 sq ft. There were more limited unit offerings with sizes from 10,000 to 30,000 sq ft. Notably, the smaller unit sizes helped attract buyers due to the lower quantum required. While the purchaser demand has been healthy, the leasing demand for these small high-rise units have yet to be seen, despite some completions in 2012 e.g., One Pemimpin, Westlink One and 9@Tagore. There will be greater clarity when more of such developments complete in 2013 and 2014.

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Evolving industrial development concepts and specifications Alongside increased competition among developers, particularly those developing strata-titled industrial buildings, as well as the rise of investor interest in industrial properties, there are now more developments offering unique facilities and amenities. These include ramp-up facilities which allow vehicular access to upper storeys as well as features not commonly found in conventional factories such as swimming pools, gymnasiums and landscaped/ rooftop gardens. Notwithstanding, some of these newly launched/ completed developments lack the specifications e.g., cargo lifts, floor loading and ceiling heights to support industrialists. Figure 2.2 highlights the various industrial space types in Singapore, broadly transposed against each other based on rents and quality of specifications. Amid the evolving industrial landscape, business parks remain at the apex, in terms of its rents and specifications compared with the other industrial space types.

Figure 2.2: Industrial Space Types9

HIGH

Business Park Science Park Hi-Tech Industrial

SPECIFICATIONS

Ramp-up Factory/ Warehouse

Conventional Factory/ Warehouse

RENTS
Source: DTZ Consulting & Research, April 2013

HIGH

New source markets for industrial developments Increasingly, there are more companies looking to decouple or relocate from the CBD or Fringe CBD to the decentralised areas. For qualifying users such as those in Information and Communication Technology (ICT), media, R&D activities as well as selected mid- to back-office operations of financial institutions, industrial spaces (particularly business parks) provides a lower-cost alternative. This has opened many new source markets for industrial properties, particularly business parks.

Size of bubble represents the size of stock for the category.

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Growing interest in Iskandar Malaysia With the declining availability of industrial land and labour as well as rising business and land costs, more industrialists (mainly SMEs) are considering moving to lower-cost locations. Iskandar Malaysia has garnered growing interest from industrialists, particularly over the past two years due to warming bilateral relations, growing investments by Singapore companies in Iskandar Malaysia, completion of catalytic projects and infrastructure as well as ongoing economic restructuring in Singapore. While this will affect the demand of industrial space in Singapore, the impact is likely to be abated by the expected growth of higher value industries as there are government incentives to encourage companies to retain their core activities in Singapore.

2.2.4 Impact on the Industrial Property Market

The industrial property measures in 2012 and early 2013 are specific towards moderating land and property prices, which were driven mainly by the increased demand from investors. In particular, the government increased industrial land supply by releasing more sites on the H2 2012 and H1 2013 IGLS lists. These sites have shorter tenures from 22 to 30 years to improve affordability for industrialists. With more industrialists able to secure industrial space, it is likely to help steer the industrial property market towards a healthier and more sustainable growth path. The clearer roadmap for Singapores land use and population policies is also expected to mitigate Singapores longstanding concerns over land scarcity and a limited domestic market. This is anticipated to benefit the industrial market on the whole. Nonetheless, the tightening labour immigration regulations in Singapore as well as increasing policy intervention by the government reflects the ongoing transition towards productivity growth and restructuring the economy, which may weigh down on short-term prospects. However, the restructuring will result in a more competitive and sustainable economy which will benefit the industrial property market.

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2.3 Business Park

2.3.1 Background
The business park concept was first developed in the 1980s in response to evolving trends in the industrial market, as Singapore was fast establishing itself as a strategic location for companies headquarters as well as a hub for high-tech and high value-added activities. The development of business parks in the past two decades was also part of the governments decentralisation strategy, as they serv ed as major employment nodes located at the fringes of towns. Apart from their land use zones, key factors distinguishing business parks from conventional industrial estates include (Table 2.4): Table 2.4: Comparison between Business/ Science Park and Factories/ Warehouses Category Zoning Permitted Predominant Uses Business/ Science Park x Business Park x Business Park White x Generally non-production in nature but are characteristic of hightechnology and research-oriented industries x Include test laboratories, R&D, data and computer processing centres as well as product design/development x May include office, leisure and inhouse medical facilities x Some restrictions on commercial uses Factory and Warehouse x Business 110 (B1) or Business 211 (B2) x B1 - White and B2 - White x Predominant uses cater to some nonproduction based industrial activities e.g., e-business and media, x Only Type 1 e-businesses i.e., provision of infocomm infrastructure/ software application are allowed x Varies for single-user and multiple-user; secondary uses like canteens and showrooms must be in common areas x Stringent restrictions on commercial uses - Commercial uses like mini-mart, supermarket, medical clinic, restaurant, clubhouse, ATM rooms and banks are not allowed

Permitted Ancillary/ Secondary Uses

10

Business 1: Areas used or intended to be used for industry, warehouse, utilities and telecommunication uses for which the relevant authority does not impose a nuisance buffer greater than 50 metres. 11 Business 2: Areas used or intended to be used for industry, warehouse, utilities and telecommunication uses, whereby the business uses will impose nuisance buffer of more than 50 metres and within health and safety buffers. Special industries such as the manufacture of industrial machinery , shipbuilding and repairing, may be allowed in selected areas subject to evaluation by the Competent Authority.

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Category Use Control Quantum

Business/ Science Park x A minimum of 85% of overall Gross Floor Area (GFA) will be for business park, of which a minimum of 60% will be catered to predominant uses and a maximum of 40% for ancillary/secondary uses x A maximum of 15% of overall GFA of a business park development will be allowed for White uses, subject to approval from relevant authorities and land owners; White uses include office, retail, residential and hotel x Business Park White zones allow a larger white quantum; more than the 15% allowable in a business park zone x Minimum land area for a business park is 5 ha, to ensure that the land is large enough to landscape and create a park-like environment x Within the business park, individual plots are to be demarcated to be developed x Emphasis on landscaping to ensure an attractive environment, quality building designs and the on-site provision of amenities

Factory and Warehouse x A minimum of 60% of overall GFA will be for predominant uses and a maximum of 40% for ancillary/secondary uses x B1 White and B2 White sites can allow some commercial components for B1 and B2, subject to minimum plot ratio achieved for B1/B2 use and relevant authorities approval

Others

x No restriction on land area x Subject to nuisance as well as health and safety buffers

Source: URA, DTZ Consulting & Research, April 2013

Although business parks and science parks fall under the same land use zoning of Business Park in the URA Master Plan 2008, science parks are primarily for R&D activities. There are currently five business parks located in the Central, East and West Planning Regions (Map 2.2). There is only one science park in Singapore, namely the Singapore Science Park, located in the Central Region near the National University of Singapore and National University Hospital.

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Map 2.2: Major Business and Science Parks12

Cleantech Park (50 ha)

WEST REGION

EAST REGION

International Business Park (37 ha)

one-north (200 ha)

CENTRAL REGION

Changi Business Park (71.07 ha)

Singapore Science Park (65 ha) Mapletree Business City (13.5 ha) Source: JTC, Mapletree Investments Pte Ltd, DTZ Consulting & Research, April 2013

The Singapore Science Park, first conceptualised in the 1980s prior to business parks, focused on R&D and IT space for high-value industrial activities. Currently, it comprises Science Park I13, fronting the Ayer Rajah Expressway and Science Park II along Pasir Panjang Road. The first business park in Singapore, International Business Park (IBP) at Jurong East, was initiated by JTC in 1992. JTC subsequently launched land plots at Changi Business Park (CBP) in 1997. To support growth of the knowledge economy for Biomedical Sciences, Infocomm Technology (ICT), Media, Physical Sciences and Engineering, JTC has progressively launched 200 ha of business park land in the Central Region since early 2000s. This was collectively known as one-north, designed to complement and encourage collaborations with the National University of Singapore and the National University Hospital as well as the Singapore Science Park. With the addition of the privately-owned Mapletree Business City (MBC) in 2010, the Central Region has currently the largest amount of business park space.

12 13

Numbers in parentheses indicate the estimated land areas of the business/ science park. Singapore Science Park I became operational in 1982, while Singapore Science Park II first commenced construction in 1993.

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The latest business park in Singapore is the JTC-owned CleanTech Park, which is being developed over three phases till 2030. It is positioned as a choice location for corporations that have embraced environmental sustainability as a means to differentiate their business. CleanTech Parks location beside Nanyang Technological University is also envisaged to promote cross fertilisation of ideas and knowledge between the industry and academia. Its first development, CleanTech One, was completed in 2012. With the exception of CleanTech Park, existing business/ science parks are strategically located near major transport nodes e.g., MRT station and bus interchanges. In addition, IBP, one-north and CBP are near large residential catchments, reinforcing their value proposition to companies and businesses. There are distinctive industry clusters in each business/science park. Table 2.5 highlights the industry focus and notable tenants at the business and science parks in Singapore. Table 2.5: Industry Clusters and Tenants at Business and Science Parks Business Park Industry Focus Major Tenants x Abbot x Autodesk Asia R&D in Biomedical, Life Sciences, x AFC Network ICT, Media, Science & x A*STAR one-north Engineering, Electronics and x Procter & Gamble* Consumer Business & Lifestyle x John, Wiley & Sons x Lucasfilm* Mapletree Business City Financial institutions, Software Development and Consumer Business & Lifestyle x x x x American Express Deutsche Bank Nike SAP

x Media Development Authority x Mediacorp* x Novartis x Nubee x GSK x Samsung Asia x Toshiba x Unilever x ISP Asia Pacific x MP Biomedicals x TV SD PSB x x x x Honeywell IBM Nestle Standard Chartered Bank x Ultro Technologies x Xilinx x Mobile One x M + W Zander x Sony

Singapore Science Park

R&D in Biomedical, ICT, Electronics, Food Technology

x Det Norske Veritas x DSO National Laboratories x Fuji Xerox x Asus Technology x Barclays Technology Centre Singapore x Citibank x Credit Suisse x DBS Bank x Acer Computer x Creative Technologies x LANXESS

Changi Business Park

Financial institutions, ICT and Consumer Business & Lifestyle

International Business Park

ICT, Chemical, Pharmaceutical and Medical, Engineering

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Business Park

Industry Focus

CleanTech Park

R&D for Environmental technology and Engineering

Major Tenants x CIMA Nanotech x DHI Water & Environment x Diamond Energy x Energy Research Institute @ NTU x Nanyang Environment & Water Research Institute

x Silecs International x Solar Energy Research Institute of Singapore x Toray Water Technology Laboratory x The Sustainable Energy Association of Singapore

Source: URA, DTZ Consulting & Research, April 2013 *Pre-committed tenants.

2.3.2 Supply and Demand14

As at Q4 2012, there was about 16.7 million sq ft of business park space, of which 82% (13.7 million sq ft) is privately owned and 18% (3.0 million sq ft) publicly owned (Figure 2.3). The Central Region constitutes majority of the business park space in Singapore, while the remaining is evenly distributed across the East and West Regions. Figure 2.3: Business Park Stock Breakdown by Planning Region
sq ft 10,000,000 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000
3,000,000
6.6 million sq ft

2.2 million sq ft

0.4 million sq ft

0.4 million sq ft

2,000,000 1,000,000 0
Central Region - one-north, Singapore Science Park and MBC

3.5 million sq ft

3.6 million sq ft

East Region - CBP

West Region - IBP and CleanTech Park

(8.7 million sq ft, 52%) Private

Source: URA, DTZ Consulting & Research, April 2013

(3.9 million sq ft, 24%) Public

(4.0 million sq ft, 24%)

14

All supply and demand figures are in terms of Net Lettable Area (NLA), unless stated otherwise.

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Business park land is mostly made available by JTC under the Land Allocation Scheme as well as the Industrial Government Land Sales (IGLS) Programme. JTCs business parks e.g., one-north and CBP allow the implementation of schemes such as the Third-Party Build & Lease Scheme or Sale & Leaseback scheme. These schemes have encouraged more built-to-suit facilities i.e., those that cater primarily to single-users. Consequently, there were relatively limited multiple-user business park developments from 2003 to 2008. Nevertheless, recent completions since 2010 involved larger and more comprehensive business park developments such as Solaris . While the 5-year15 average annual demand (0.9 million sq ft) for private business park space was lower than that for supply (1.3 million sq ft), this was largely a result of the poorer economic conditions in 200916 (Figure 2.4). Despite a less active office market and cautious sentiments among businesses over the past three years, there was substantial demand for private business park space. Figure 2.4: Annual Supply, Demand and Occupancy for Private Business Park (Islandwide)
sq ft 2,500,000 100%
90% 2,000,000

80% 70%
5-year Average Annual Supply: 1.3 million sq ft
3-year Average Annual Supply (Potential): 1.0 million sq ft

1,500,000

60% 50%

1,000,000
5-year Average Annual Demand: 0.9 million sq ft

40% 500,000 30% 20% 2003

-500,000

0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 F 2014 F 2015 F

10%
0%

Annual Supply (LHS)

Annual Demand (LHS)

Occupancy (RHS)

Source: URA, DTZ Consulting & Research, April 2013

The business park market is supported by the manufacturing sector, a key demand driver for the industrial property market. In particular, it is driven by the high value manufacturing clusters such as biomedical and ICT as well as professional, scientific and technical activities in the services sector. Leasing activity at business parks is also partly driven by the financial and business services sectors, which includes financial institutions such as Credit Suisse, DBS Bank, Deutsche Bank and Standard Chartered Bank, which use the space for mainly their mid- to back-office operations.

15 16

All 5-year averages in this report are based on the period from 2008 to 2012. The market was significantly affected by the external environment in 2009 due to the global financial crisis. Thus, if 2009 was excluded, the annual average demand from 2008 to 2012 will be 1.1 million sq ft, while that for supply will be 1.2 million sq ft.

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Key factors that helped to support the healthy and sustainable demand for private business park space are: x Singapore continues to attract companies in high value industries due to its strong positioning as a global-Asia hub and a gateway to Asia; x Business park space is a lower-cost alternative for qualifying users, which had typically occupied office space; x Rentals for business park space are relatively more stable compared with offices. This is attractive for corporates, as it supports them in their long-term strategic business plans and sustainability objectives; x Increased focus from the government to ensure that there are no non-qualifying users in the factory/ warehouse market; x Business parks generally enjoy excellent connectivity and are in proximity to major transport nodes e.g., MRT station and bus interchange; x Business parks having a holistic live-work-play environment, facilitated by the requirement that the 5ha minimum land area for a business park to ensure that there is sufficient land to landscape and create a park-like environment. This is most evidently seen at one-north, CBP and MBC, where various retail, recreational, educational and residential amenities in their surroundings complement the business park space; x Attractive specifications of business park developments, which are in line with or better than some offices in the CBD; and x The clustering of various established companies raised the profile of business parks as attractive business locations. Demand for business space continued to be relatively high in 2012 at 732,000 sq ft. one-north enjoyed one of the highest occupancies at 83% as at Q4 2012, compared to the islandwide occupancy at 81%.

2.3.3 Potential Supply

About 3.2 million sq ft of private business park space is expected to complete between 2013 and 2015, of which a significant amount is scheduled for completion in 2013 (1.3 million sq ft; 41%) and 2014 (1.2 million sq ft; 39%) (Table 2.6). Majority (2.1 million sq ft; 68%) is located at one-north, while the rest is in the Singapore Science Park and CBP. Table 2.6: Private Business Park Developments in the Supply Pipeline Estimated Year Development/ Developer of Completion 2013 2013 2013 2013 2013 2013 2014 Sandcrawler Ascendas Venture Pte Limited Procter & Gamble International Operations Pte Ltd Nexus@one-north Ascendas (Tuas) Pte Ltd Rohde & Schwarz Property Singapore Pte Ltd Ascendas Land (Singapore) Pte Ltd Planning Region Business Park Central Central Central Central East East Central one-north one-north one-north one-north CBP CBP Singapore Science Park Estimated NLA (sq ft) 190,700 490,400 271,900 135,100 166,400 112,600 696,100

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Estimated Year Development/ Developer of Completion 2014 2015 Ascendas Fusion 5 Pte Ltd MediaCorp Pte Ltd

Planning Region Business Park Central Central one-north one-north

Estimated NLA (sq ft) 516,400 598,900

Source: URA, DTZ Consulting & Research, April 2013

Notwithstanding the significant completions in 2013 and 2014, about 67% (2.1 million sq ft) of the pipeline private supply from 2013 to 2015 is estimated to be pre-committed, of which majority (about 2.0 million sq ft) are single-user built-to-suit facilities (Figure 2.5). Figure 2.5: Potential Supply for Private Business Park
sq ft 1,400,000

1,200,000

1,000,000

800,000

600,000

400,000

61%

57%

100%

200,000

0 2013 F Pre-committed
Source: URA, DTZ Consulting & Research, April 2013

2014 F Available

2015 F

In addition, there are some public business park developments in the pipeline, namely CleanTech Two (198,100 sq ft) at CleanTech Park and Futuris/Synthesis/Kinesis (786,600 sq ft) at one-north, which are expected to complete in 2014 and 2015 respectively.

2.3.4 Median Rents17

Business park space commands higher rents than conventional industrial space as they are more comprehensive, in terms of specifications and amenity provision. Following the office supply crunch and escalation in office rentals in 2007, business parks became a popular alternative business location for many companies due to their lower rentals. Consequently, business park rentals rose significantly by 64% in 2008.

17

All median rents derived from the URA in this report refer to gross rent per month including service charge but excluding Goods and Services Tax (GST).

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Private business park median rentals have trended up since 2009, alongside the completion of better specified and more comprehensive business park developments such as MBC and Solaris in 2010 and UE BizHub EAST and ONE@Changi City in 2012. Notably, rental growth continued to remain firm in 2010, despite the significant influx of business park space from MBC which caused a considerable decline in occupancy. Although islandwide business park median rents fell marginally by 2% to $3.81 per sq ft per month due to the weaker economic performance in 2012, business park rentals in CBP rose by 19% to $5.12 per sq ft over the same period. As at Q1 201318, the monthly median rentals of one-north ($5.10 per sq ft) and CBP ($5.85 per sq ft) were about 25% and 40% higher than islandwide business park rents respectively, reflecting their superior location and quality (Figure 2.6). Figure 2.6: Median Rents for Private Business Park19
$ per sq ft per month 7

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Q1 2013

Islandwide

IBP

CBP

MBC and Singapore Science Park

Source: URA, DTZ Consulting & Research, April 2013

According to DTZ, average monthly gross rentals at one-north, as at Q1 2013, are around $5.00 to $5.50 per sq ft, generally higher than those in CBP at about $4.50 to $5.00 per sq ft. This is significantly higher than that of science parks, which ranges from $3.50 - $4.50 per sq ft. Private business park median rentals are relatively more stable and resilient compared with office space. In particular, business park median rents fell by 22% during the economic downturn in 2009, marginally lower than that for office space in the Central Area (23%) and outside the Central Area (30%).

18 19

Q1 2013 median rentals from the URA in this report are based on data in January and February 2013. All rental trends in this report are based on Q4 rental data. Business parks rents include rents from both science parks and business parks. There is no URA rental trend for one-north as there were very limited rental transactions for its private business parks.

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Median rentals at business parks such as CBP and one-north, where many commercial, hotel and residential developments were recently completed, rising close to or even above the rentals for offices in Outside Central Area (Figure 2.7). Figure 2.7: Comparison of Business Park and Office Median Rentals
$ per sq ft per month 7 6 5 4 3 2 1 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Business Park (Islandwide)

Business Park (CBP)

Office (Central Area)

Office (Outside Central Area)

Source: URA, DTZ Consulting & Research, April 2013

The cost advantage of business park space over offices can be significant: x According to the URA, median rents for private business park in Singapore were 40% and 15% lower than median office rentals in the Central Area and Outside Central Area respectively, as at Q4 2012 (Refer to Appendix B). x This rental gap was the largest in Q4 2007, where median rents for private business park in Singapore were 57% and 37% lower than that for offices in the Central Area and Outside Central Area respectively. Notwithstanding the higher rentals at business parks such as CBP, they continue to appeal to companies due to their attractive business environment and locations. Examples include: x Telecommunications firm Ericsson leased 32,000 sq ft at ONE@Changi City in Q1 2013 and will be relocating from Thomson Road; x CISCO Systems, a networking and communications-based company, leased about 110,000 sq ft at UE BizHub EAST in 2012. It relocated from Robinson Road; x British Telecom, a leading IT service provider in South East Asia, as well as International SOS have also leased about 45,000 sq ft and 20,000 sq ft at UE BizHub EAST respectively in 2012; x IT firm EMC had pre-committed about 106,000 sq ft at ONE@Changi City in 2012; and x Credit Suisse pre-committed 315,000 sq ft at ONE@Changi City in 2011. The capitalisation rates for business parks in Singapore generally range from 5.5% to 6.5%, which varies depending factors such as size, location, tenure and specifications.

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2.4

Single-user Factory

2.4.1 Supply and Demand

Single-user factory mainly encompasses standard factories, which are typically low-rise and meant for a single occupier e.g., terrace and detached factories as well as built-to-suit and specialised industrial facilities. As at Q4 2012, there was 231.3 million sq ft of single-user factory space in Singapore, of which majority (124.2 million sq ft; 54%) is located in the West Region, followed by 19% (43.9 million sq ft) in the North Region and 13% (29.4 million sq ft) in the East Region (Figure 2.8). Figure 2.8: Single-user Factory Breakdown by Planning Region
sq ft 140,000,000 120,000,000
21.3 million sq ft

100,000,000

80,000,000 60,000,000
4.0 million sq ft

102.9 million sq ft

40,000,000 20,000,000 0 Central Region 17.3 million sq ft (7%)

4.7 million sq ft

3.7 million sq ft 3.0 million sq ft

25.7 million sq ft

39.9 million sq ft

12.6 million sq ft

13.5 million sq ft

East Region 29.4 million sq ft (13%) Private

North East Region 16.5 million sq ft (7%)

North Region 43.9 million sq ft (19%) Public

West Region 124.2 million sq ft (54%)

Source: URA, DTZ Consulting & Research, April 2013

Average annual demand for private single-user factory over the past five years was about 6.1 million sq ft, higher than that for supply (5.9 million sq ft) 20 (Figure 2.9).

20

The annual average demand from 2008 to 2012, if excluding 2009, is 5.7 million sq ft, while that for supply is 5.1 million sq ft.

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Figure 2.9: Annual Supply, Demand and Occupancy for Private Single-user Factory (Islandwide)
sq ft 12,000,000 96.0% 95.0%
10,000,000

94.0% 8,000,000
93.0%
5-year Average Annual Demand: 6.1 million sq ft

6,000,000

5-year Average Annual Supply: 5.9 million sq ft

3-year Average Annual Supply (Potential): 4.1 million sq ft

92.0% 91.0% 90.0%

4,000,000

2,000,000 89.0%
0 88.0%

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012 2013 F 2014 F 2015 F

Occupancy (RHS)

Annual Supply (LHS)

Source: URA, DTZ Consulting & Research, April 2013

Annual Demand (LHS)

Most of the single-user factory completions over the past decade were built-to-suit and owner-occupied and those available for lease are relatively limited. Furthermore, single-user factory spaces, which are typically feature a significant proportion of ground floor space, is an attractive attribute for many industrialists. Their limited supply as well as functionality has helped single-user factory sustain occupancy at a healthy level. As at Q4 2012, occupancy for private single-user factory space was 94.7%.

2.4.2 Potential Supply

About 12.4 million sq ft of private single-user factory space, including factory extensions and Additions & Alterations (A&A), is expected to complete from 2013 to 2015, with some 6.7 million sq ft completing in 2013. Majority (9.3 million sq ft; 74%) of this pipeline supply is located in the West Region (Table 2.7). Table 2.7: Major Single-user Factory in the Supply Pipeline Estimated Year Development/ Developer of Completion 2013 2013 2013 2013 ST Electronics (Info-Software Systems) Pte Ltd Manufacture Element Pre Fabricate Pte Ltd Norsun Singapore Pte Ltd Google Asia Pacific Pte Ltd Planning Region Location Estimated NLA (sq ft) 538,200 539,700 470,200 348,600

North East West West West

Ang Mo Kio Street 65 Neythal Road Liu Fang Road/ Wan Shih Road Jurong West Avenue 2/ Jurong West Street 23

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Estimated Year Development/ Developer of Completion 2014 2014 2014 2015 Verdeland Pte Ltd Mead Johnson Nutrition (Asia Pacific) Pte Ltd Evonik Methionine SEA Pte Ltd Jurong Shipyard Pte Ltd

Planning Region Location West West West West Penjuru Road Tuas South Avenue 6 Banyan Avenue Tuas South Boulevard

Estimated NLA (sq ft) 304,700 350,800 316,900 1.1 million

Source: URA, DTZ Consulting & Research, April 2013

However, majority of the single-user factory space in the pipeline are owner-occupied, with limited potential supply of single-user factory space available for lease. Meanwhile, there is about 4.1 million sq ft of industrial space from awarded industrial GLS sites without Provisional Permission/ Written Permission. A considerable proportion is likely to be developed as multipleuser factories. For those which are likely to be single-user factories, many are for owner-occupation (Table 2.8). Table 2.8: Selected IGLS Sites Awarded without PP/ WP Location Mandai Link Bukit Batok Street 23 Plot 3, Tampines Industrial Crescent Sunview Road Plot 7, off Tuas South Avenue 12 Plot 25 and 27, off Tuas South Avenue 12 Plot 26, Tuas South Street 7 Plot 31, Tuas South Street 6 Plot 30, Tuas South Street 6 Zoning (Gross Plot Ratio) B2 (2.5) B1 (2.5) B2 (1.7) B2 (2.5) B2 (1.0) B2 (1.0) B2 (1.0) B2 (1.0) B2 (1.0) Tenure (yrs) 30 30 30 30 23 23 22 22 Successful Tenderer Soilbuild Group Holdings Ltd Soilbuild Group Holdings Ltd Oxley Bliss Pte Ltd Ascendial Pte Ltd Ben Ching Engineering Pte Ltd 800 Super Holdings Ltd 800 Super Holdings Ltd Kwong Lee Holdings Ltd Estimated NLA (sq ft) 494,000 331,000 582,000 622,000 40,000 96,000 89,000 76,000 76,000

Koh Brothers Building 22 yrs and and Civil Engineering 6 months Contractor Pte Ltd 22 yrs and SH Design and Build Pte 6 months Ltd

Plot 32, Tuas South Street 6

B2 (1.0)

77,000

Source: URA, DTZ Consulting & Research, April 2013

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2.4.3 Median Rents

With limited leasable single-user factory stock and overall strong demand and occupancy for single-user factories, annual rental growth rates for private single-user factory averaged 16.3% for the past five years. Notably, islandwide single-user factory rentals remained resilient during the global financial crisis in 2009. As at Q1 2013, islandwide private median rents were $2.30 per sq ft per month, about 26% higher than its previous peak in Q1 2009 (Figure 2.10). Meanwhile, median single-user factory rentals in the West Region for the first two months of Q1 2013 were $1.58 per sq ft per month. Figure 2.10: Median Rents for Private Single-user Factory
$ per sq ft per month 2.50

2.00

1.50

1.00

0.50

0.00 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Q1 2013 Islandwide West Region

Source: URA, DTZ Consulting & Research, April 2013

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2.5

Multiple-user Factory

2.5.1 Supply and Demand

According to the URA, multiple-user factories are factories that are capable of being strata subdivided and can be used by multiple-users. As at Q4 2012, there was a total of 113.7 million sq ft of private multiple-factory space in Singapore. Majority is located in the Central Region (53.1 million sq ft, 47%), followed by the West Region (20.7 million sq ft, 18%), while the rest is relatively well-distributed across the other planning regions (Figure 2.11). Figure 2.11: Multiple-user Factory Breakdown by Planning Region
sq ft 60,000,000

50,000,000

7.0 million sq ft

40,000,000

30,000,000
46.2 million sq ft

20,000,000
4.6 million sq ft

1.8 million sq ft

10,000,000
12.7 million sq ft

2.1 million sq ft
9.1 million sq ft

2.3 million sq ft 9.2 million sq ft

18.9 million sq ft

0 Central Region 53.1 million sq ft (47%) East Region 17.3 million sq ft (15%) Private
Source: URA, DTZ Consulting & Research, April 2013

North East Region 11.1 million sq ft (10%)

North Region 11.5 million sq ft (10%) Public

West Region 20.7 million sq ft (18%)

Supply-demand dynamics for the multiple-user factory market has been relatively healthy over the past five years. The 5-year average annual demand was 4.3 million sq ft, almost equal to that for supply (4.4 million sq ft) 21 (Figure 2.12). Due to the weaker economic conditions, demand for multiple-user factory contracted from 6.9 million sq ft in 2011 to 3.2 million sq ft in 2012. Notwithstanding, the supply in 2012 also came down by a similar degree, from 6.3 million sq ft to 3.8 million sq ft. As such, occupancy for private multipleuser factory remained relatively stable at 89.1%, as at end Q4 2012.

21

The annual average demand from 2008 to 2012, if excluding 2009, is 5.3 million sq ft, while that for supply is 4.7 million sq ft.

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Figure 2.12: Annual Supply, Demand and Occupancy for Private Multiple-user Factory (Islandwide)
sq ft 9,000,000 8,000,000 7,000,000 6,000,000
86.0%

92.0% 90.0% 88.0%

5,000,000 4,000,000 3,000,000 2,000,000 1,000,000

0

5-year Average Annual Supply: 4.4 million sq ft

5-year Average Annual Demand: 4.3 million sq ft

3-year Average Annual Supply (Potential): 3.5 million sq ft

84.0% 82.0% 80.0% 78.0%

76.0%

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012 2013 F 2014 F 2015 F

Occupancy (RHS)

Annual Supply (LHS)

Source: URA, DTZ Consulting & Research, April 2013

Annual Demand (LHS)

There were more private multiple-user factory completions since 2009 that were multi-storey developments22, some of which had ramp-up facilities. In addition, the unit size offerings in high-rise buildings were also small and many were for sale. Examples include Tuas Lot (unit sizes starting from 2,200 sq ft onwards with a ramp-up facility), One Pemimpin (unit sizes averaged 1,200 sq ft), 9@Tagore (units sizes were from 1,800 to 4,800 sq ft) and APosh Bizhub (unit sizes averaged 1,500 sq ft).

2.5.2 Potential Supply

Some 10.5 million sq ft of private multiple-user factory space is expected to complete from 2013 to 2015, of which the Central and North Regions account for about 32% and 25% respectively. There is about 1.5 million sq ft in the West Region, which is about 14% of the pipeline supply. There is about 3.8 million sq ft and 4.9 million sq ft of private multiple-user factory space completing in 2013 and 2014 respectively. However, majority of the potential multiple-user factory space are developments with small-sized industrial strata-titled units for sale. The specifications of these new developments may not be appropriate for industrialists, particularly those that requiring larger spaces and higher floor loading and ceiling heights for their production/ storage activities (Table 2.10).

22

The URA classifies some terrace factories such as Tuas Cove Industrial Centre and West Point BizHub as multiple-user factories.

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Table 2.10: Major Multiple-user Factories in the Supply Pipeline Estimated Year Development/ Developer of Completion 2013 2013 2013 2014 2014 2014 2014 2014 2015 2015 2015 PLC 8 Development Pte Ltd North Spring BizHub Pioneer Centre Oxley BizHub Synergy @ KB Premier @ Kaki Bukit Link@AMK Primz Bizhub CT Hub 2 Ark@Gambas Ispace Planning Region Location Central North West Central East East North East North Central North West Lavender Street Yishun Industrial Street 1/ Yishun Street 23 Pioneer Road North/ Soon Lee Drive Ubi Road 1 Kaki Bukit Road 4 Kaki Bukit Avenue 4 Ang Mo Kio Street 62 Woodlands Avenue 12/ Woodlands Drive 64 Kallang Avenue Gambas Avenue Soon Lee Street Estimated NLA (sq ft) 646,100 1,027,100 334,700 397,800 458,300 661,700 514,000 452,600 315,000 472,700 346,300

Source: URA, DTZ Consulting & Research, April 2013

2.5.3 Median Rents

Median rentals for private multiple-user factory had been increasing steadily over the past decade. Notably, annual rental growth averaged at about 7.9% over the past five years, which is half that of singleuser factory. As at Q1 2013, islandwide median private multiple-user factory rents were $2.00 per sq ft per month, while those in the West Region were higher at $2.26 per sq ft per month, about 11% and 23% higher than their previous peaks in Q3 2008 respectively. The higher multiple-user factory rentals in the West Region are contributed by the West Regions significant clustering of manufacturing industries and proximity to Jurong Port. It may also be partially due to the higher quality multiple-user factory completions since 2009 in the West Region such as Tuas Lot and Westlink One (Figure 2.13).

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Figure 2.13: Median Rents for Private Multiple-user Factory

$ per sq ft per month 2.50

2.00

1.50

1.00

0.50

0.00 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Q1 2013 Islandwide
Source: URA, DTZ Consulting & Research, April 2013

West Region

2.5.4 Stack-up Factories

Multiple-user factories have evolved to include stack-up as well as ramp-up types, so as to optimise land use by going vertical and at the same time allow ground floor convenience for businesses in the stack-up or ramp-up development. Stack-up factory development was introduced and developed by JTC in 2000, as part of its innovative land and space solutions for industrialists. It involved stacking traditional standard factories on top of each other, typically up to six stacks on each block. With the provision of a vehicle ramp to all upper-storey units, business in a stack-up factory could enjoy ground floor convenience. Some characteristics include: x Individual substation for each stack; x Average unit sizes ranging from 15,000 sq ft to around 45,000 to 50,000 sq ft; x Vehicular ramp which provides access to all upper storey units. It should allow for 40-feet container trucks; x High floor-to-ceiling heights e.g., 9.0 metres; x High floor loading from 10 to 15 kN per sq m; and x Dedicated parking and loading/ unloading lots for every unit. While a stack-up factory is similar to a ramp-up factory in that it has a ramp-up facility that allows for vertical vehicular access, a key distinguishing factor stack-up factory possess is that it has an individual substation for each stack. In addition, stack-up factory typically offer larger floor spaces and more flexible space configurations. As at Q4 2012, there are two major stack-up factories in Singapore (Table 2.11).

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Table 2.11: Stack-up Factory Stock Development Woodlands Spectrum I & II West Park BizCentral Area North West Location Woodlands Sector 1/ Woodlands Avenue 9 Pioneer Crescent Year of Completion 2002 & 2004 2012 NLA (sq ft) 3.0 million 1.1 million

Source: Mapletree Industrial Trust, Soilbuild, DTZ Consulting & Research, April 2013

There are no known stack-up factories in the supply pipeline, reflecting the limited potential supply of such an industrial property type. As stack-up factory is not a standard classification by the URA, there are no rental trends for this factory type. According to the URA as at Q4 2012, median monthly multiple-user rentals for West Park BizCentral were $1.70 per sq ft, while that for Woodlands Spectrum I & II ranged from $1.37 to $1.70 per sq ft per month. Similar to business parks, depending factors such as size, location, tenure and specifications, the capitalisation rates for factories (single and multipl-user) generally range from 6.5% to 7.5%.

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2.6

Warehouse

2.6.1 Supply and Demand

As at Q4 2012, there was a total of 79.4 million sq ft of warehouse space in Singapore, of which 99% (78.9 million sq ft) is owned by the private sector. The West Region contains the most warehouse space, accounting for 59% (47.0 million sq ft) of islandwide stock (Figure 2.14). The significant clustering of manufacturing industries, proximity to Jurong Port and Malaysia as well as major expressways (Ayer Rajah and Pan Island Expressways) have contributed to the high concentration of warehouse space in the West Region. Figure 2.14: Warehouse Stock Breakdown by Planning Region
sq ft 50,000,000

45,000,000 40,000,000 35,000,000 30,000,000 25,000,000 20,000,000 15,000,000

10,000,000 47.0 million sq ft

5,000,000 0

12.7 million sq ft

11.3 million sq ft

3.7 million sq ft Central Region 13.1 million sq ft (17%) East Region 11.3 million sq ft (14%) Private North East Region 3.7 million sq ft (5%)

4.2 million sq ft North Region 4.2 million sq ft (5%) Public West Region 47.0 million sq ft (59%)

Source: URA, DTZ Consulting & Research, April 2013

Annual demand in 2010 and 2011 significantly exceeded annual supply for both years due to a pick-up in growth momentum in Asias logistics market. The softened wholesale and retail industry performance, primarily due to a slowdown in trade activities in China as well as continued austerity in the Eurozone in 2012, weighed down on the demand for warehouse space. Nonetheless, the 5-year average annual demand (2.5 million sq ft) for private warehouse space exceeded that for supply (2.4 million sq ft) (Figure 2.15). Private warehouse occupancy ended at 92.9%, down from the 94.3% in 2011.

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Figure 2.15: Annual Supply, Demand and Occupancy for Private Warehouse (Islandwide)
sq ft 6,000,000 96.0% 94.0%
5,000,000

92.0% 4,000,000
3-year Average Annual Supply (Potential): 3.3 million sq ft

90.0%

3,000,000
5-year Average Annual Demand: 2.5 million sq ft 5-year Average Annual Supply: 2.4 million sq ft

88.0% 86.0% 84.0%

2,000,000

1,000,000 82.0%
0 80.0%

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012 2013 F 2014 F 2015 F

Occupancy (RHS)

Annual Supply (LHS)

Source: URA, DTZ Consulting & Research, April 2013

Annual Demand (LHS)

2.6.2 Potential Supply

About 10.0 million sq ft of private warehouse space is expected to complete between 2013 and 2015. Similar to the multiple-user factory and business park segments, there is significant new supply in 2013 (5.2 million sq ft, 52%) and 2014 (4.6 million sq ft) (Table 2.12). 81% of the pipeline supply is located in the West Region. Notwithstanding, a considerable proportion are likely to be owner-occupied. Table 2.12: Major Warehouse Developments in the Supply Pipeline Estimated Year Development/ of Completion Developer 2013 2013 2013 2013 2013 2014 2014 I. Biz Centre LTH Logistics Singapore W. Atelier Industries Tech-Link Storage Engineering Pan Asia Logistics Singapore Link@AMK NTUC Fairprice Cooperative Planning Region Location West West West West West North East West Old Toh Tuck Road Banyan Drive Gul Avenue Jurong West Street 22 Tuas Bay Drive Ang Mo Kio Street 62 Benoi Road/ Joo Koon Circle Estimated NLA (sq ft) 174,000 673,000 232,000 734,000 431,000 126,000 1.01 million

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Estimated Year Development/ of Completion Developer 2014 2015 Gain City Best-Electric Fuji Trading (S) Pte Ltd

Planning Region Location North West Sungei Kadut Drive Chia Ping Road

Estimated NLA (sq ft) 215,000 129,600

Source: URA, DTZ Consulting & Research, April 2013

2.6.3 Median Rents

Monthly median rents of private warehouse space in Singapore grew by 2.8% from $1.80 per sq ft in 2011 to $1.85 per sq ft in 2012, supported by growth in the wholesale and retail trade as well as improving trade conditions with major economies (Figure 2.16). As at Q1 2013, monthly median rents for private warehouse space, at $2.00 per sq ft, were about 19% above its previous peak of $1.68 per sq ft in Q3 2008. Figure 2.16: Median Rents for Private Warehouse
$ per sq ft per month 2.50

2.00

1.50

1.00

0.50

0.00 2003 2004 2005 2006 Islandwide 2007 2008 2009 2010 2011 2012 Q1 2013 West Region

Source: URA, DTZ Consulting & Research, April 2013

The capitalisation rates for warehouses generally follow the range of factory spaces at between 6.5% and 7.5%, subject to factors such as size, location, tenure and specifications of the properties.

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2.7

Outlook

According to Oxford Economics, the growth outlook for Singapores economy remains cautiously positive for 2013 (3.0%) due to the uncertain global economic conditions, although economic prospects are expected to improve to 5.4% in 2014. In addition, Oxford Economics expects Singapores Industrial Production Index to grow by 4.3% in 2013 and 6.9% in 2014, following the 0.1% growth in 2012. The industrial property market, which is highly dependent on externally-oriented sectors, such as the manufacturing and wholesale and retail trade, is expected to trend along with these external conditions.

2.7.1 Business Park

Despite the uncertain business sentiments in 2012, business park developments, particularly those at CBP and one-north, have been able to tap on demand from alternative clusters such as energy, media and technology companies. Private median business parks rentals are expected to grow over the next two years due to the following: x Singapores strong positioning as a knowledge-based economy and high-value manufacturing hub as well as a gateway to Asia; x Although office rentals in the CBD are expected to bottom in 2013, the cost advantage of business parks over offices is expected to remain attractive as the rental gap between these markets remain substantial. In addition, office rentals at decentralised locations have also began to rise, which serves as a stronger case for companies to locate at business parks; x Business parks are well-positioned and are attractive to companies, especially those looking to decouple or decentralise. In addition, business parks offer strong locational advantages as they are typically in close proximity to fast developing regional and sub-regional centres e.g., Jurong Lake District and one-north as well as key transport nodes; x While there is a significant potential supply of business park space in 2013 and 2014, a large proportion (2.0 million sq ft; 66%) of the pipeline supply from 2013 to 2015 are built-to-suit. The pipeline supply for decentralised offices, an alternative to business park space, is also likely to be limited as majority had been pre-committed e.g., Westgate and JEM. As such, there are relatively limited alternatives for business park developments; and x Stronger synergy with newly completed business parks as well as commercial amenities e.g., ONE@ Changi City and Changi City Point at CBP as well as Nexus@one-north and The Metropolis at one-north. Notably, the profile of these areas will be enhanced, as the overall environment at business parks become more comprehensive.

2.7.2 Factory
The impact of rising costs of production and tighter employment conditions are expected to impact on the industrial market. While demand is expected to soften as some industrialists consider relocating overseas, the process is expected to be relatively gradual. The sizeable factory pipeline supply in 2013 and 2014 is expected to impact on the factory market, especially the multiple-user factory segment. Notwithstanding, many of the upcoming factories are likely to be owner-occupied. This is despite the government making more land available through its IGLS in H1 2013 (Refer to Appendix A). In addition, there are areas of strength in some manufacturing clusters e.g., biomedical and transport engineering that will provide support to the factory segment. As such, average annual median rents for private factory space are expected to remain relatively stable in 2013, with a potential upside of about 2.0%. Factory rental growth is expected to be more significant in 2014 at 3.0%, as the economy improves.

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2.7.3 Warehouse
The outlook for private warehouse rents is expected to be positive as Singapores position as a regional logistics hub remains strong. According to the World Bank, Singapore has been ranked the No. 1 Logistics Hub among 155 countries in its 2012 Logistics Performance Index. In terms of investment commitments, logistics is one of the industries which saw a sizeable gain in 2012, reflecting the strong growth potential of the industry. The recent development of the Tampines LogisPark by JTC, which has already been allocated to three logistics companies23 reflects the positive prospects for the segment.

2.7.4 Rental Growth Forecasts

Taking into account the abovementioned economic and property market conditions, average annual median rental growth forecasts for the islandwide industrial segments are summarised in Table 2.13. Table 2.13: Average Annual Median Rental Growth Forecast (Islandwide) Segment Private Business Park Private Factory Private Warehouse
Source: DTZ Consulting & Research, April 2013

2013 F 3.0% 2.0% 3.0%

2014 F 4.0% 3.0% 3.0%

23

These companies are Kerry Logistics, Tampines Distrihub (which has entered a build and lease agreement with Ceva Logistics) as well as Tee Hai Chem.

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3 Review of Portfolio
3.1 Introduction
The subject portfolio comprises a total of seven properties located in the West Region (Jurong Industrial Estate), Central Region (one-north) and East Region (Changi Business Park (CBP)) of Singapore. Two of the properties are zoned business park, whereas the other five are zoned Business 2 (B2) (Map 3.1). Map 3.1: Location of Properties in Portfolio

Beng Kuang Marine

Tuas Connection COS Printers Eightrium

NK Ingredients

West Park BizCentral

Solaris

Master Plan 2008 Zoning Business Park Business 2

Source: Soilbuild, DTZ Consulting & Research, April 2013

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Table 3.1 summarises the property particulars of the portfolio.

Table 3.1: Information of Portfolio

Single-user Factory/ Warehouse Tuas Connection 1 to 10, 12, 14, 16, 18 & 20 Tuas 1 Loop 2 Pioneer Sector 1 9 Kian Teck Crescent JTC leasehold 43 years wef 1 October 2007 B2 741,829 1.4 1.0 572,432 B2 JTC leasehold 30 + 30 years wef 1 October 1986 JTC leasehold 30 + 19 years wef 1 August 1993 B2 56,774 2.5 NK Ingredients COS Printers Beng Kuang Marine 38 Tuas View Square NA Total

Business Park Eightrium 15A Changi Business Park Central 1 JTC leasehold 30 + 30 years wef 15 February 2006 Business Park 85,640 2.5 2.5 565,837 B2 JTC leasehold 30+ 30 years wef 1 August 2008

Property

Solaris

Address

1 Fusionopolis Walk

Multiple-user Factory West Park BizCentral 20, 22, 24, 26, 28, 30, 32 Pioneer Crescent

Land Tenure

Leasehold for 60 years wef 30 October 1996 B2 52,800 1.4

Na

Zoning

JTC leasehold 30+ 30 years wef 1 June 2008 Business Park 2 White 15

NA 2,158,559 NA

E-44
213,835 1,414,600 607,994 312,375 177,286 1,240,583 651,072 312,375

Land Area (sq ft)

83,258

Maximum Allowable 4 Plot Ratio

6.5

Existing GFA (sq ft)

551,811

58,752

73,737 (includes 22% for dormitory use) 58,752 73,737

3,233,104

Existing NLA (sq ft)

441,533

2,955,930

Consists of a series of single-user factory.

Business Park White Sites are areas used or intended to be used mainly for business park operations and uses permissible under White zone as a mixed use development. The quantum for the uses permissible under White zone shall not exceed the percentage of the total floor area specified in the Amendment Plan. In this instance, the total quantum of permissible White use shall not exceed 15% of the total floor area of the development. 4 Based on the URA Master Plan 2008. Additional 2% GFA granted due to achievement of Greenmark Platinum Status

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Business Park Total Beng Kuang Marine Eightrium Tuas Connection NK Ingredients COS Printers

Single-user Factory/ Warehouse

Property

Solaris

Multiple-user Factory West Park BizCentral

Description

Award winning business park development in one-north, with 9-storey North Tower & 15storey South Tower Business park development with 8-storey East and 5-storey West Wings interlinked by a distinctive 5storey high atrium 15 exclusive 2storey detached modern factory units with dedicated private compound 3-storey temperature controlled factory with warehouse 6-storey stack-up direct access and 11-storey airconditioned facility with exclusive individual substations 7 building blocks comprising office, laboratory, warehouse, production areas, refinery and Plant & Machinery structures Part 3-/ part 4storey detached factory with inhouse dormitory facility

NA

Floor to Ceiling Height Up to 6 m Up to 12 m Up to 10.0 m

Up to 6 m

Up to 4.8 m

Up to 7 m

NA

E-45
2

Floor Loading

2.5kN/m To 2 16kN/m 20.0kN/m

2

5kN/m To 2 10kN/m

Stack-up Factory: Approx 3.9 to 9.0 m Mezzanine: Approx 3.5 m Flatted Factory: Approx 3.8 to 5.0 m Stack-up Factory: 2 15kN/m 2 Mezzanine: 5kN/m Flatted Factory: 2 10kN/m Warehouse 2 20kN/m

Up to 2 15.0kN/m

10.0kN/m to 2 20.0kN/m

NA

Source: Soilbuild Group Holdings Limited (Soilbuild), DTZ Consulting, April 2013

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3.2 Review of Portfolio

The current portfolio comprises a total land area of 2,158,569 sq ft and has a total GFA of 3,233,104 sq ft and total NLA of 2,955,338 sq ft. Currently, there are three industrial REITs in Singapore which own business park space. With over 42% of the value of the subject portfolio (based on valuation dated 31 March 20135) being business park space (Figure 3.1), the portfolio has the highest percentage of business park space (in terms of valuation) among the three REITS, which has 8-21% of the value of the portfolio being business park spaces. 35% of the portfolio is multiple-user factories (Figure 3.2). While 58% of the portfolio is located in the West Region (Tuas), 31% are in the Central Region (Buona Vista) and another 11% in the East Region (Changi) (Figure 3.3). Figure 3.1: Breakdown by Land Use Zoning (by value) Figure 3.2: Breakdown by Type of Industrial Space (by value)

Business 2 58%

Multiple-user factory 35%

Business Park 42%

Business Park 42%

Single-User Factory 23%

Source: Soilbuild, DTZ Consulting & Research, April 2013

Source: Soilbuild, DTZ Consulting & Research, April 2013

Figure 3.3: Figure 3.3: Breakdown by Location (by value)

East Region 11%

Central Region 31%

West Region 58%

Source: Soilbuild, DTZ Consulting & Research, April 2013

Source: Soilbuild, April 2013

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The current occupancy of the portfolio is above 90%. Some of the prominent tenants include AutoDesk Asia, DB Schenker, Dyson, Hitachi and Nestle. Given the business park locations and setting, as well as quality specifications, Solaris and Eightrium command the highest rents compared to the other properties in the portfolio. West Park BizCentral, being the unique stack-up industrial space with green features, commands the third highest rents (Figure 3.4). Figure 3.4: Summary of Portfolio
HIGH

Solaris

Eightrium
SPECIFICATIONS
West Park BizCentral

Tuas Connection Con Beng Kuang Marine COS Printe Printer NK Ingre Ingredients RENTS
Source: Soilbuild, DTZ Consulting & Research, April 2013

HIGH

Majority of the buildings in the portfolio are relatively new. The weighted average age of the seed assets, comprising Solaris, Eightrium, West Park BizCentral and Tuas Connection, is only 1.8 years. The subject portfolio also enjoys relatively longer unexpired land tenure with weighted average of remaining land tenure at 50.6 years (or 52.2 years for the four seed assets). In general, existing industrial REITS in Singapore have remaining land tenures ranging from 34 to 48 years and new developments on the IGLS sites have land tenures of between 22 and 30 years. Two of the seven properties - sites occupied by NK Ingredients and COS Printers - have not maximised the plot ratio and have potential6 for redevelopment/ A&A to further utilise the site

Subject to confirmation and approval by JTC and other relevant authorities.

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3.3 Site and Micro-Market Analyses

3.3.1 Solaris, one-north
one-north, a 200-ha development located in Buona Vista, is master-planned by JTC. Conceptualised by Pritzer Architecture Prize winner Zaha Hadid, one-north is envisaged to be a world-class business park for research and development in the areas of Biomedical & Life Sciences, Infocomm Technology & Media and Science & Engineering. Subsequent phases will include developments to deepen Electronics R&D and seed the growth of the Consumer Business & Lifestyle cluster. one-north is also home to a number of government agencies, including Agency for Science, Technology and Research (A*STAR) (Connexis), Media Development Authority (MDA) (Symbiosis) and SPRING Singapore (Solaris). Divided into five zones, the 200-ha one-north is supported by District Cooling System. The five zones are: Fusionopolis, Biopolis, Vista Xchange, Mediapolis, Nepal Hill and Wessex Estate (Map 3.2). Map 3.2: one-north

Solaris

Source: JTC, DTZ Consulting & Research, April 2013

Each of the zones is themed differently: x Fusionopolis where Solaris is located, is the centre for Infocomm Technology, Science and Engineering; x Biopolis - focuses on biomedical and life sciences; x Mediapolis - focuses on the media industry; x Vista Xchange - the business & lifestyle hub of one-north. Developments in Vista Xchange include Rochester Park (mainly F&B), The Rochester and Park Avenue Rochester (mixed-use development with residential, retail, hotel and serviced apartment) and Star Vista (mainly retail); and x Nepal Hill and Wessex Estate - mainly for lifestyle and learning.

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one-north is served by two MRT stations. The Buona Vista MRT station is located in Vista Xchange along the East West Line and is the interchange station for the Circle Line and East West Line. The one-north MRT station, located in the basement of Connexis and Symbiosis in Fusionopolis, is along the Circle Line (Figure 3.5). Figure 3.5: Singapores MRT Network

one-north

Notes: Circle Line East West Line

Source: LTA, DTZ Consulting & Research, April 2013

Supply As at Q4 2012, there was a total of 2.9 million sq ft of business park space completed in one-north. Of these, 40% (1.14 million sq ft) is privately owned (Table 3.2) and the rest (1.75 million sq ft, 60%) is owned by the public sector. Table 3.2: Major Private Business Park Developments in one-north Year of Name of Development Location Completion 2006 Neuros & Immunos Biopolis 2010 2012 Solaris Infinite Studios Fusionopolis Mediapolis

NLA (sq ft) 305,103

441,533 259,410 (excluding 18,299 sq ft of office space)

Source: URA, DTZ Consulting & Research, April 2013

While Neuros and Immunos are mainly for biomedical research institutes and organisations, the Infinite Studios mainly caters to companies in the media industry.

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Other completed buildings in Fusionopolis include JTC-owned Connexis and Symbiosis, the iconic twotower-cum-podium under Phase 1, as well as PIXEL (Place of Interaction, Exchange, Education and Learning), which caters to specialised schools that support the infocomm technology and digital media industries. PIXELs main tenants include DigiPen Institute of Technology and Germ an Institute of Science and Technology. The One North Residences at Fusionopolis, a 405-unit leasehold residential development, has also been completed. Solaris Previously known as Fusionopolis Phase 2B, SoilBuild won a Concept and Fixed Price Tender by JTC in 2007 and completed the development of Solaris in Q4 2010 (Photo 3.1). Located within 5-minutes walk to one-north MRT station and amenities within Fusionopolis Phase 1 (Connexis & Symbiosis), Solaris is one of the few completed buildings in Fusionopolis and currently the only business park development completed by a private developer in Fusionopolis. Its unique landscaping and architecture has won many awards, including Building & Construction Authority (BCA) GreenMark Platinum certification and First Prize at the Skyrise Greenery Awards 2009. Key tenants in Solaris include AutoDesk Asia, John, Wiley & Sons and SPRING Singapore. About 84% of the NLA (371,525 sq ft) is business park space and another 15% is office space. There is also a total of 3,454 sq ft retail space located on the first level of Solaris, mainly for F&B outlets. Photo 3.1: Solaris

Source: DTZ Consulting & Research, April 2013

Demand The unique positioning as a hub for science and technology, as well as research and development at onenorth has attracted many MNCs to set up their R&D centres. Fusionopolis, which promotes the growth in ICT, media, physical sciences and engineering industries, has attracted the likes of Autodesk, AFC Network and Nubee. Established pharmaceutical companies such as Abbott, GSK and Novartis are located in Biopolis. Procter & Gamble (P&G) is also setting up their research centre there. As at Q4 2012, overall occupancy at one-north was 83%. Majority of the publicly-owned space, which accounts for most of the business park space at one-north, enjoy almost 100% occupancy and the newly completed Infinite Studios is also leasing well. Rents Average rents in one-north have performed better than the average for business parks islandwide. As at Q1 2013, median private business park rents in one-north was $5.10 per sq ft, almost 25% higher than islandwide median rents of $4.10 per sq ft per month. The current monthly gross rents for business park in Connexis and Symbiosis (which are JTC-owned) in Fusionopolis are $4.64 per sq ft, lower than the average transacted rent of $5.00 - 5.30 per sq ft in Solaris in the last six months (Oct 2012 to March 2013). Potential Supply Land plots in one-north are made available by JTC, mainly via the IGLS programme. A number of developments in one-north are currently under construction (Table 3.4). These include Sandcrawler, the Singapore headquarters for LucasFilm, as well as Procter & Gamble (P&G) Singapore Innovation Centre. The Metropolis, an office development in Vista Xchange, is expected to complete in 2013. Its tenants will include Shell, Neptune Orient Lines (NOL) and P&G. The current asking rent for Metropolis is around $7.00 7.50 per sq ft.

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Table 3.3: Selected Potential Supply in one-north Estimated Year of Name of Development/ Developer Completion Biopolis 2013 Ascendas Venture Pte Ltd P&G Singapore Innovation Centre 2013 Procter & Gamble International Fusionopolis Sandcrawler 2013 Lucas Real Estate Singapore Pte Ltd Nexus @ one-north 2013 HSBC Institutional Trust 2014 Ascendas Fusion 5 Pte Ltd Mediapolis Mediacorp Pte Ltd Futuris/ Synthesis/ Kinesis JTC Corporation

Location

GFA (sq ft)

Biopolis Road Biopolis Road

Business Park: 490,400 Business Park: 331,530

Portsdown Road Fusionopolis Link Fusionopolis Place Ayer Rajah Avenue Ayer Rajah Avenue/ Fusionopolis Walk North Buona Vista Drive

Business Park: 232,610 Business Park: 164,800 Office: 106,780 Business Park: 629,800 Office: 50,806 Shop: 60,385 Business Park: 730,330 Office: 112,375 Retail: 1,076 Business Park: 959,280 Office: 115,930 Shop: 1,076

2015

2015 Vista Xchange 2013

The Metropolis Ho Bee (One North) Pte Ltd

Office: 1,242,046

Source: JTC, URA, DTZ Consulting & Research, April 2013

The pre-commitment rate of the business park space at Nexus @ one-north and The Metropolis are about 30% and 60% respectively. In addition to the business park spaces, Unilever is developing its new global leadership development centre at Nepal Hill. Named Unilever Four Acres Singapore, it is scheduled to complete in 2013. ESSEC Business School is also constructing their new campus (70,000 sq ft) on Nepal Hill. When completed in 2014, the campus will accommodate 1,500 students. one-north is expected to grow organically, as it is developed progressively in several phases. Its comprehensive combination of educational, residential, commercial and recreational amenities with research facilities and business park space has created a work-live-play-learn environment. Solaris is expected to benefit from the improving profile of one-north.

3.3.2

Eightrium, Changi Business Park

Launched in 1997, CBP, the 70 ha business park located in the East Region, offers a new and highlyconducive work environment for businesses. The landscaped business park is supported by District Cooling System. Today, CBP is one of the most sort after business parks in Singapore and is popular with hightechnology businesses, data and software enterprise, research and development divisions of multinational companies and knowledge-intensive enterprises. There is also a significant cluster of financial institutions, mainly their mid- and back-end operations.

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Shuttle bus services are provided during weekdays between CBP and MRT stations (Expo and Tanah Merah), as well as major commercial hubs, e.g. Changi Airport, Bedok Central, Simei East Point and Tampines. Two newly completed mixed-use developments at CBP: ONE@Changi City/ Changi City Point and UE BizHub EAST, comprising retail, hotel, serviced apartments and office space, are located adjacent to the Expo MRT station along the East-West Line, serving not only workers in CBP, but also residents and businesses in the area. Expo MRT Station will become an interchange station when the new Downtown Line completes in 2017 (Figures 3.6a and 3.6b). The Downtown Line will also be extended to the Eastern Region Line by 2025. CBP is expected to benefit from the enhanced accessibility between the MRT rail lines. Figure 3.6a: Downtown Line

Changi Business Park

Source: LTA, DTZ Consulting & Research, April 2013

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Figure 3.6b: Downtown Line

Changi Business Park

Source: LTA, DTZ Consulting & Research, April 2013

Supply As at Q4 2012, a total of 3.9 million sq ft of business park space is available at CBP. Of this, 89% (3.5 million sq ft) is privately owned and majority of the buildings have 60-years lease (Table 3.4). Table 3.4: Selected Private Business Park Space in Changi Business Park Year of Completion 2012 2012 2009 2009 2009 2009 2008 2007 2007 Name of Development UE BizHub EAST ONE@Changi City DBS Asia Hub Standard Chartered @ Changi Plaza 8 @ CBP Plaza 8 @ CBP - Citibank HansaPoint@CBP Eightrium@ CBP Xillinx Asia Pacific Pte Ltd Location Changi Business Park Avenue 1 Changi Business Park Central 1 Changi Business Park Crescent Changi Business Park Crescent Changi Business Park Crescent Changi Business Park Crescent Changi Business Park Central 2 Changi Business Park Central 1 Changi Business Park Vista Total GFA (sq ft) 783,610 766,390 417,639 291,702 804,063 208,820 214,202 221,736 Business Park NLA (sq ft) 407,952 651,216 329,375 234,653 232,500 191,597 178,681 176,528 185,139

Source: JTC, URA, DTZ Consulting & Research, April 2013

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Eightrium Eightrium is located on Plot 53 along Changi Business Park Central 1. Completed in 2007, it enjoys direct access from Changi South Avenue and Changi Business Park Central 1. It is located adjacent to IBM, Honeywell and Invensys. Expo MRT Station, as well as retail amenities e.g. Changi City Point and UB BizHub which are within 10-minutes walk. There is also a small cafe (Photo 3.2) at Eightrium which is popular with workers in the nearby developments. Key tenants include Nestle, Barclays Capital and KU Singapore.

Photo 3.2 : Teh Tarik Store at Eightrium

Demand Demand for the land plots in CBP has been high and majority of plots released in the first phase have all been taken up. Most of the business park developments in CBP are built-to-suit and owner-occupied. These include Nestle, IBM, Source: DTZ Consulting & Research, April 2013 Honeywell, Ivensys, Ultro Technologies and Xilinx. There is also a cluster of financial institutions including Citibank, Credit Suisse, DBS Bank and Standard Chartered Bank (Figure 3.3), where they have set up their mid- and back-end operations. Map 3.3: Changi Business Park

A.S.A.T

Zilinx Asia Pacific

Applied Materials SEA

Eightrium
Invensys

Honeywell

IBM

Hansapoint

Standard Chartered Ph 2

The Signature

Standard Chartered @ CBP

UE BizHub EAST Expo MRT Station ONE@Changi City/ Changi City Point
Source: JTC, DTZ Consulting & Research, April 2013

Citibank Campus Plaza 8 @ CBP DBS Asia Hub

In view of the healthy demand, JTC has released more land at CBP. However, the tenure of the land plots is reduced from the original 60-years to for 30-years. Plot ratios at CBP range from 1.0 to 2.5. As at Q4 2012, the overall occupancy at CBP was 74%. Publicly-owned business park space was fully occupied, while that for privately-owned space was around 71%. Although the older buildings e.g., Eightrium is almost fully occupied, there is business park space available in the newly completed developments.

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Rents Median monthly rents recorded for CBP in Q4 2012 and Q1 2013 were higher than that of islandwide (Q4 2012: $3.81 per sq ft, Q1 2013: $4.10 per sq ft) at above $5.12 and $5.85 per sq ft respectively. The quality buildings, convenient location, strong clustering of established companies as well as diverse amenities give CBP an edge over other business parks in Singapore. Potential Supply Two single-user business park developments are currently under construction in CBP: One is Phase 2 of Standard Chartered Bank building and Rohde & Schwarzs first global hub outside of Germany. Both are expected to complete by 2013 (Table 3.5). Table 3.5: Selected Potential Supply in Changi Business Park Estimated Year of Name of Development Location Completion 2013 Standard Chartered Bank (Phase 2) Changi Business Park Crescent 2013 Rohde & Schwarz Property Singapore Changi Business Park Vista
Source: URA, DTZ Consulting & Research, April 2013

GFA (sq ft) 202,900 137,350

In addition to commercial and business park developments, Singapores fourth university, the nearby Singapore University of Technology and Design, a driver of technological innovation, is scheduled to complete in 2014. It will complement the R&D activities in CBP. Eightrium is expected to benefit from the increased accessibility of CBP, upon the completion of the Downtown Line and the extension to the Eastern Region Line in 2017 and 2025 respectively. The comprehensive amenities and environment in CBP will also bring up the profile of the property.

3.3.3

West Park BizCentral, COS Printers, NK Ingredients, Tuas Connection and Beng Kuang Marine, West Region

Five of the properties in the portfolio West Park BizCentral, COS Printers, NK Ingredients, Tuas Connection and Beng Kuang Marine are located in the West Region of Singapore, where there is a concentration of manufacturing and logistics developments. Around 42% (13.5 million sq ft) of factory and 59% (4.4 million sq ft) of warehouse in Singapore is located in the West Region. The five properties are located in four different planning areas (Map 3.4): x West Park BizCentral Boon Lay Planning Area; x COS Printers Jurong West Planning Area; x NK Ingredients Pioneer Planning Area; and x Tuas Connection and Beng Kuang Marine Tuas Planning Area.

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Map 3.4: Portfolio in the West Region

WEST REGION
Jurong West

COS Printers
Tuas Connection
Pioneer Boon Lay

Beng Kuang Marine

West Park BizCentral

NK Ingredients

Tuas

Source: URA, DTZ Consulting & Research, April 2013

While West Park BizCentral is a multiple-user factory, the other four properties COS Printers, NK Ingredients, Tuas Connection and Beng Kuang Marine comprise standalone and a series of single-user factories/ warehouses. The four planning areas where the properties are located contribute to 73% of total factory and 50% warehouse spaces in the West Region and as much as 31% of islandwide factory and 30% warehouse spaces in Singapore. Majority of the industrial space in the area is single-user factory space (77%) (Figure 3.7). Figure 3.7: Industrial Space in Micro-Market (Boon Lay, Jurong West, Pioneer and Tuas Planning Areas)

Warehouse 18%

Factory 82% Multiple-user Factory 5%

Single-user Factory 77%

Source: URA, DTZ Consulting & Research, April 2013

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Median rents for single-user, multiple-user and warehouses have been trending upwards. The rentals for these property types are relatively more resilient compared with the office sector. Despite the economic slowdown in 2010, median rents for multiple-user factory and single-user factory were not adversely affected. Only that for warehouses fell by 10% in 2010, though rentals recovered speedily in 2011. As at Q1 20137, median monthly rent for single-user factory was $1.58 per sq ft, $2.26 per sq per ft for multiple-user factory and $1.84 for warehouses in the West Region (Figure 3.8). Figure 3.8: Median Rents of Factory and Warehouse Spaces in the West Region
$ per sq ft per

2.50

2.00

1.50

1.00

0.50

0.00
Q4 2003 Q4 2004 Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q1 2013

Warehouse
Source: URA, DTZ Consulting & Research, April 2013

Single-user Factory

Multiple-user Factory

The West Region will continue to grow and remains an important industrial hub for Singapore. Many new projects are currently under development and being planned by both the private and public sectors. The West Region will also be the location for Tuas Port, the mega container port able to handle up to 65 million TEUs per annum. This is a long term project to consolidate the existing five container terminals in Tanjong Pagar, Keppel, Brani, Pasir Panjang Terminals 1 and 2. The first set of berths is expected to be operational in 2022.

January and February only.

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3.3.3.1

West Park BizCentral, Boon Lay Planning Area

Supply There is a total of 2.98 million sq ft of multiple-user factory in the Boon Lay Planning Area. 93% is owned by the private sector and 45% of the private stock is contributed by Photo 3.3: West Park BizCentral West Park BizCentral. West Park BizCentral Located in Pioneer Crescent, West Park BizCentral (Photo 3.3), the first privately built stack-up factory, enjoys road frontages from both Pioneer Road and Tanjong Kling. West Park BizCentral is currently the only and largest multiple-user industrial space in the location. While about 9% of its NLA (110,589 sq ft) is flatted factory space, some 91% of its NLA (1.1m sq ft) comprises stack-up factory space.
Source: DTZ Consulting & Research, April 2013

The unique design of this multiple-user facility has made it a landmark in the area. The two food centres are also popular with workers nearby. Key tenants include DB Schenker, Hitachi Asia Limited, Gain City Best Electric Pte Ltd, National-Oilwell Pte Ltd and Dyson. Dyson has set up a $100m new factory in West Park BizCentral for the production of their digital motors. Being close to factories, Jurong Port, major expressways as well as Malaysia makes the area an ideal location for logistics facilities. There are a number of logistics warehouses in the proximity of West Park BizCentral, including Pioneer Hub, Golden Logistics Hub and Keppel Logistics Benoi Hub. Cogent Logistics Hub is also being built nearby (Map 3.5). Demand The overall occupancy for multiple-user factory in the Boon Lay Planning area was 81% as at Q4 2012. The occupancy for privately owned space was 10%-point higher than that of public stock at 82% and 72% respectively. Map 3.5: Location Map for West Park BizCentral
Ayer Rajah Expressway (AYE)
Jln Ahmad Ibrahim

Pioneer Hub
Benoi Crescent

Mapletree Benoi Logistics Hub

Golden Logistics Hub

Keppel Logistics Benoi Hub

West Park BizCentral

Cogent Logistics Hub (U/C)

Toll Logistics

Rents There were limited rental transactions in the Boon Lay Planning Area. The median rental in the Boon Lay Planning Area for multiple-user factory in Q4 2012 was $1.70 per sq ft, which is on par with that for the West Region. Potential Supply A number of developments are currently under construction in the Tanjong Kling area. A number are constructed by JTC, as part of its initiative to introduce new and innovative industrial spaces. These include the Surface Engineering Hub, on a 1.88 ha site along Tanjong Kling. The objective of the hub is to cluster companies across the value chain of the surface finishing industry, which is dominated by Small and Medium Enterprises (SMEs). It will have shared facilities such as centralised wastewater treatment plant which will help reduce space requirements and capital investments by the tenants.

Source: DTZ Consulting & Research, April 2013

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Across at Jalan Buroh, JTC has just completed the construction of 18 Small Footprint (SFP) Standard factories (Photo 3.4). The three storey factories are targeted to support the SMEs and have floor areas ranging from 7,500 to 15,100 sq ft. The units come equipped with structural provisions that allow companies to install their preferred material handling system of up to two tons, to enable movement of goods and machinery between levels easily and conveniently. Also on Jalan Buroh, JTC is developing a new food zone. In 2011, 1.42 ha site at Jalan Buroh was allocated for the development of a four-storey ramp-up factory. The fully integrated food factory will include processing and manufacturing facilities and warehousing capabilities. Table 3.6 is a selection of private supply in the Boon Lay Planning Area. Majority of them are likely to be single-user factories. Table 3.6: Selected Private Potential Supply in the Boon Lay Planning Area
Name Of Development 2013 Single-user factory Single-user factory Single-user factory 2014 Single-user factory Warehouse development 2015 Single-user factory Single-user factory Single-user industrial development Single-user factory Warehouse development Location Liu Fang Road/Wan Shih Road Pioneer Road Tembusu Avenue Jalan Buroh Tanjong Kling Road Tukang Innovation Drive Jalan Boon Lay/Jalan Tukang Benoi Road Pioneer Turn Chia Ping Road

Photo 3.4: JTCs Small Footprint Factories

Source: DTZ Consulting & Research, April 2013

Developer Norsun Singapore Pte Ltd Takasago International (S) Pte Ltd CCD (Singapore) Pte Ltd OCWS Logistics Pte Ltd SH Cogent Logistics Pte Ltd Parker Hannifin Singapore Pte Ltd Biosensors Interventional Technologies Pte Ltd COSL-Oil-Tech (Singapore) Pte Ltd Givaudan Singapore Pte Ltd Fuji Trading (S) Pte Ltd

GFA (sq ft) 470,167 230,993 112,483 106,670 1,632,668 202,684 322,917 287,181 239,927 150,695

Source: URA, DTZ Consulting & Research, April 2013

3.3.3.2

COS Printers, Jurong West Planning Area

Supply As at Q4 2012, a total of 11.3 million sq ft of single-user factory was located in the Jurong West Planning Area. Of this, 78% (8.8 million sq ft), including COS Printers, was privately owned and another 22% (2.4 million sq ft) owned by the public sector. COS Printers COS Printers, a single-user factory cum warehouse property, is located at 9 Kian Teck Crescent, a tree lined road connected to Kian Teck Drive and Kian Teck Avenue, connected to International Road, a main arterial road in Jurong West area (Map 3.6). Although located on Kian Teck Crescent, accessibility to the site is convenient as the bus stop along Jurong Road is within 5-minutes walk. Travelling time from Boon Lay MRT station and other amenities including Jurong Point are about five to 10 minutes by bus.

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Map 3.6: Location of COS Printer

Kian Teck Crescent
Bus Stop

COS Printer

Kian Teck Way

Bus Stop

Bus Stop

Kian Teck Drive

Kian Teck Road

Kian Teck Road

Kian Teck Avenue

Bus Stop

International Road

Bus Stop

Bus Stop

Bus Stop

Bus Stop

Bus Stop

Source: DTZ Consulting & Research, April 2013

Photos 3.5: COS Printers

Photos 3.6: Surrounding Developments

Source: DTZ Consulting & Research, April 2013

The site at COS Printers is currently under-utilised. The current plot ratio is 1.0 but the maximum plot ratio, according to the URA Master Plan 2008, is 2.5. Thus the site has potential for expansion and redevelopment, subject to confirmation and approval by JTC and other relevant authorities. Rents As at Q1 2013, median monthly rent for single-user factory in the Jurong West Planning Area was $1.43 per sq ft, which is slightly lower than that for the West Region. Potential Supply Majority of the potential supply in the Jurong West Planning Area are A&A works to existing factory facilities. Googles first South-east Asia data centre is expected to complete in 2013. KNG Group is developing a 5-storey ramp-up B2 facility at Soon Lee Street named iSpace. The 30-years leasehold multiple-user strata-titled factory is for sale (Table 3.7).

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Table 3.7: Selected Potential Supply in Jurong West Planning Area

Name Of Development 2013 Single-user factory Warehouse development 2015 iSpace Jurong West Avenue 2/ Jurong West Street 23 Jurong West Street 22 Soon Lee Street Google Asia Pacific Pte Ltd Tech-Link Storage Engineering Pte Ltd KNG Group Pte Ltd 425,066 733,990 422,375 Location Developer GFA (sq ft)

Source: URA, DTZ Consulting & Research, April 2013

3.3.3.3

NK Ingredients, Pioneer Planning Area

Supply As at Q4 2012, majority (82%, 27.5 million sq ft) of the 33.5 million sq ft of single-user factory space in the Pioneer Planning area is owned by the private sector. These are mostly large facilities. These include Glaxo Smith Kline, GE Keppel Energy, NK Ingredients and Tetra Pak. Tenants adjacent to Southern Tuas Basin are mainly shipyards and industries that are closely related to the marine sector, e.g. Ocean Tankers, Marinteknik Shipbuilders and JP Nelson. Another 6.0 million sq ft of single-user factory space was owned by the public sector. Currently there is no land available in the Pioneer Sector from the public sector. NK Ingredients Located along Pioneer Road at 2 Pioneer Sector 1, NK Ingredients is close to Southern Tuas Basin. There are a number of buildings on site (Photos 3.7). Currently, 35.6% (111,346 sq ft) of the total GFA (312,375 sq ft) is rented out to third parties for warehouse and other uses (Photos 3.8). Photos 3.7: Existing Buildings on Site Occupied by NK Ingredients

Source: DTZ Consulting & Research, April 2013

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Photos 3.8: Buildings Used for Third Party

Source: DTZ Consulting & Research, April 2013

Demand As single-user factories are usually owner-occupied, the occupancy of these facilities is usually high. As at Q4 2012, the occupancy for the single-user factory space in the Pioneer Sector was 98%. Rents The median monthly rent for single-user factory in the Pioneer Planning Area as at Q4 2012 was $1.80 per sq ft. This is 14% higher than that of average in the West Region ($1.58 per sq ft). This may be contributed by the waterfront locations and near port locations of the Pioneer Planning Area. Potential Supply With large land plots available and being close to the sea port, the Pioneer Planning Area will see a number of warehouse developments completing in 2013. Most significantly, NTUC Fairprice (the largest grocery retailer in Singapore), will be completing their 1 million sq ft warehouse facility in 2014 (Table 3.8). Table 3.8: Selected Potential Supply in Pioneer Planning Area
Name Of Development 2013 Pioneer Junction Warehouse development Warehouse development Warehouse development Warehouse development 2014 Single-user factory Single-user factory Warehouse development Pioneer Road North/ Soon Lee Street Gul Avenue Benoi Sector Lok Yang Way Gul Way Penjuru Road Gul Circle Benoi Road/Joo Koon Circle KNG Land Pte Ltd W.Atelier Industries Pte Ltd HSBC Institutional Trust Services (S) Ltd As Trustee Of MLT Stamford Tyres International Pte Ltd HTSG as trustee for AACIREIT Mencast Marine Pte Ltd SNL Logistics Pte Ltd NTUC Fairprice Cooperative 310,086 231,854 995,230 219,476 488,251 153,816 82,129 1,007,286 Location Developer GFA (sq ft)

Source: URA, DTZ Consulting & Research, April 2013

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3.3.3.4

Tuas Connection and Beng Kuang Marine, Tuas Planning Area

Supply Both Tuas Connection and Beng Kuang Marine comprise standalone and a series of single-user factories/ warehouses. There is a significant amount of single-user stock in the Tuas Planning Area. As at Q4 2012, a total of 41.4 million sq ft of single-user space is available in this planning area, contributing to 33% of total single-user space in the West Region. Similar to Pioneer Sector, majority of the space users in the Tuas Planning Area are large. There is limited landed single-user space similar to Tuas Connection available in the area. Tuas Connection Tuas Connection, located at Tuas Loop, comprises 15 single-user 2-storey detached and semi-detached factories with dedicated private compound. The development was well received and was fully committed when it was completed in 2008. Tenants include mainly those in the engineering, supporting the oil & gas and marine industries as well as petrochemical and energy sectors, e.g. Daehan Steel, East Asia Power and Owens Corning. Tenants can make use of the factory space as well as the private compound, which forms part of the leasable area (Photo 3.9). Photo 3.9: Tuas Connection

Source: DTZ Consulting & Research, April 2013

While accessibility to site is currently mainly limited to private cars, connectivity to Tuas Connection will be greatly improved by 2016 when the Tuas West Extension completes. The new station at Tuas Crescent is likely to be in close proximity to the development. It will connect to the existing East West Line, all the way to Changi Airport (Map 3.7). Map 3.7: Tuas West Extension

Tuas Connection

Source: LTA, DTZ Consulting & Research, April 2013

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Beng Kuang Marine Located in Tuas View Square, Beng Kuang Marine is a warehouse facility with workers dormitory (Map 3.8). Currently, the first and part of the second storey of the property are for warehouse use. Part of the second, third and whole of fourth storey are used as dormitory, which can house up to 500 workers. Map 3.8: Location of Beng Kuang Marine

Beng Kuang Marine

Source: DTZ Consulting & Research, April 2013

In addition to the dormitory facility at Beng Kuang Marine, there are a number of similar dormitory conversions along Tuas View Square. Under JTCs and URAs regulations, such conversions are only allowed for the purpose of housing the tenants own workers either working on-site or off-site in the tenants facilities. Demand As at Q4 2012, about 93% of the single-user factory space in the Tuas Planning Area is occupied. Rents As at Q4 2012, median monthly rent for single-user factory in the Tuas Planning Area was $1.45 per sq ft. This is 8% lower than that of the West Region. However, as majority of the space users in this planning area is likely to be large space users, the unit rent that the space users paid is expected to be lower than the average space users. Potential Supply The future mega port will be located at Tuas. It will become the main logistics hub in Singapore. With the vast amount of reclaimed land towards the south of Tuas Planning Area, this area offers new opportunities for industrial developments. A number of new industrial clusters have been planned by JTC for this area and a number of IGLS sites have also been launched here:

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a) New Industrial Clusters Tuas Biomedical Park this 312 ha park aims to be a world-class manufacturing hub, hosting process development and manufacturing operations of major pharmaceutical, biotechnology and medical technology companies. Some 20 facilities have already been developed in the Tuas Biomedical Park by international pharmaceutical companies, including GlaxoSmithKline, Lonza, MSD, Novartis, Pifzer, Mersk and Roche. Tuas Bay Walk new generation food factories by JTC terrace factories designed to meet the production and research requirements of food companies. These factories are equipped with electrical provisions, mechanical ventilation, flues, external hoist opening and goods hoists. Each factory has a total gross floor area of 15,100 sq ft spread over two production floors and a mezzanine office for business and management functions. It also has a dedicated kitchen hood shaft, a goods hoist facility and a sheltered loading area. As mentioned, the Tuas South area is experiencing rapid growth. Many land sites have been put up for sale in the IGLS program and responses have been good. All 11 plots located at Tuas South in the 2H2012 Confirmed List have been sold. The latest tender for Tuas South Avenue 10 saw eight bidders and it was awarded in March 2013 for almost $61m ($110 per sq ft per plot ratio) for a 30-year lease, which is one of the highest unit price for that area. Table 3.9 lists some of the potential supply of private single-user factory and warehouse spaces in the Tuas Planning Area. Majority of the potential supply in the Tuas Planning Area are single-user factories. There is only one multiple-user factory, Westlink 2, which is being developed in Tuas View Place. It is expected to complete in 2014. Table 3.9: Selected Potential Supply in The Tuas Planning Area Name Of Location Developer Development 2013 Manufacture Element Pre Fabricate Single-user factory Neythal Road Pte Ltd Single-user factory Tuas South Avenue 8 Rotating Offshore Solutions Pte Ltd Single-user factory Tuas South Street 12 Straits Construction Singapore Pte Ltd Warehouse Tuas View Circuit Container Connections Pte Ltd development Warehouse Tuas Bay Drive Pan Asia Logistics Singapore Pte Ltd development 2014 Westlink Two Single-user factory Mead Johnson (Singapore) Supply Center 2015 Single-user factory Tuas South Avenue 7/ Tuas View Place Tuas South Avenue 8 Tuas South Avenue 6 Ace Industrial Pte Ltd (Far East Organization) Cameron (Singapore) Pte Ltd Mead Johnson Nutrition (Asia Pacific) Pte Ltd

GFA (sq ft)

539,702 151,233 134,441 92,031 430,556

Multiple-user: 218,830 Warehouse: 218,830 127,983 427,757

Tuas South Boulevard

Jurong Shipyard Pte Ltd

1,296,296

Source: URA, DTZ Consulting & Research, April 2013

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In the Confirmed List for H1 2013 of the IGLS Programme, seven more land plots in Tuas South and another in Tuas Bay Walk were put up for tender. The land sizes range from 0.30 3.94 ha with plot ratios ranging from 1.0 to 2.5 and all are for B2 uses. The plot at Tuas Bay Walk is for B2 Food only. In addition to the Confirmed List, there are also five addition sites on the Reserve List for 1H2013 located in Tuas South 8. Majority of these sites have a leasehold tenure of 22 years.

3.4 SWOT Analysis

The property portfolio possesses several competitive advantages: x Diversified portfolio with quality buildings spread across various types of industrial space; x Highest percentage of business park space (42% by valuation) compared with other industrial REITs; x With weighted average age of the four seed properties at 1.8 years, properties in the portfolio are relatively new compared with other industrial REITs; x Comprises award winning properties with innovative designs; x Relatively longer land tenure with weighted length of remaining land tenure of 50.6 years compared with other industrial REITs and new sites on the IGLS programme; x Strong anchor tenants, e.g. Autodesk Asia, DB Schenker, Dyson, Nestle and Hitachi; and x Two of the properties have potential for further optimisation or redevelopment. Table 3.10 provides a Strengths, Weaknesses, Opportunities and Threats (SWOT) analysis for the properties in the portfolio. Table 3.10: SWOT Analysis Property Business Park Space Solaris

Strengths and Opportunities x Part of the one-north development which is conceived to be a hub for the growth of information, communication technologies (ICT), media, physical sciences and engineering industries Iconic award winning building designed by TR Hamzah & Yeang with continuous landscaping around the entire building Green Mark Platinum Award Lubetkin Prize shortlisted building Strong tenant base Within five minutes walk from the one-north MRT station

Weaknesses and Threats x Existing and new supply in Fusionopolis and other business parks

x x x x

Refer to Appendix A.

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Property Eightrium

Strengths and Opportunities x Located in the established Changi Business Park x Within walking distance to Expo MRT station and amenities, including Changi City Point and UE BizHub x Roof top gardens and terraces create unique business spaces for tenants x One of the few multiple-user business park developments in CBP x Potential improvement in the car parking system will increase efficiency of car park x Award winning design with safety features including traffic segregated system Large development provides for economies of scale in terms of property management Attractive building facade Flexible configuration allows innovative use of space One of the few stack-up factories in Singapore Ramp-up direct access to units Quality industrial space with individual sub-station for every stack-up unit with exclusive incoming power supply Large column-free space on the top level of the stack-up block Variety of industrial space options and flexible configuration Ample car parking spaces Adequate amenities including two canteens and roof top garden Strong anchor tenants

Weaknesses and Threats x Competition from newly completed multiple-user business park developments

Multiple-user Factory West Park BizCentral

Competition with other ramp-up facilities with similar specifications Some large spaces, which may fetch lower average unit rents

x x x x x

x x

x x

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Property Single-user Factory Tuas Connection

Strengths and Opportunities x x x One of the few privately owned landed factory spaces Popular with users seeking exclusive use of compound Private compound offers additional and flexible space for tenants Will benefit from increased accessibility due to the future Tuas West Extension along the East West MRT Line Large site in proximity to Tuas Basin Potential for optimisation/ redevelopment There are a number of food centres nearby and the Tuas Amenity Centre is also nearby, along Pioneer Road. Opportunity for redevelopment and to optimise GFA Good accessibility due to its proximity to Joo Koon and Pioneer MRT stations, as well as Ayer Rajah Expressway (AYE) and Pan Island Expressway (PIE)

Weaknesses and Threats x Competition from other similar factories spaces in the area

NK Ingredients

x x x

Possibility of decontamination of premises may be required if redevelopment is to take place

COS Printers

x x

Limited loading and unloading area

Beng Kuang Marine

x x

Located near the future mega port at Tuas With the shortage of worker dormitories in Singapore, the subject property will appeal to companies with the need for workers dormitories

Limited parking, loading and unloading area

Source: DTZ Consulting & Research, April 2013

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Conclusion

With the continuous restructuring of Singapores economy as well as the decentralisation of companies from the city centre, the demand for quality business park and industrial space will continue to improve. While some traditional industries are likely to relocate overseas where there is a higher availability of land and labour as well as lower business costs, the demand of industrial space in Singapore will continue to be supported by the growing value-adding industries, e.g. ICT, R&D, energy and logistics clusters. The subject portfolio is one of the most diversified among the industrial REITS in Singapore, with the highest percentage of business park space. It caters to a wide spectrum of industries and business space users. The diversified geographical locations and property types, from business parks in one-north and Changi Business Park, stack-up factories at West Park BizCentral, warehouse cum dormitory (Beng Kuang Marine) to standard factories at Tuas Connection and single-user factory/ warehouses (COS Printer and NK Ingredients), enhances the resilience of the portfolio, which is a key competitive advantage. The quality of the portfolio is also reflected by its strong tenant base and almost full occupancy. Established and high-profile tenants like Dyson and Nestl not only take up large spaces in the buildings and offer steady stream of income, they also enhance and help build the profile of the property, attracting other companies to lease space and set up operations there. The tenure of the portfolio is relatively long. While majority of the new IGLS sites have tenures between 22 and 30 years, the average weighted length of remaining land tenure for the portfolio is 50.6 years. There is also potential for intensification for some of the sites by utilising the unused GFA. The diversification of the subject portfolio allows it to be more resilient and helps better manage the risks due to market changes. While rental growth for factories is expected to be moderate in 2013 and increase in 2014, the rental growth for business parks and warehouses are expected to continue to be healthy for the next two years. Notably, business park rentals are likely to increase more significantly, especially for CBP and one-north, where there are major activity nodes with a diverse range of offerings from hotels, offices to retail and entertainment. Although the more attractive business parks such as CBP and one-north have seen their rentals reaching on par with offices in some decentralised locations, the limited supply of office space in the Outside Central Region and multiple-user business park space over the next few years, coupled with their superior locations and quality, will continue to support rental growths in these locations.

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APPENDIXA:IndustrialGovernmentLandSalesListforH12013
 Location ConfirmedList BurohCrescent TuasBayWalk TuasBayDrive LoyangWay Plot1,TuasSouthStreet6 Plot3,TuasSouthStreet6 Plot5,TuasSouthStreet6 WoodlandsIndustrialParkE9 MandaiLink TuasSouthAvenue3 Plot19,TuasSouthStreet8 Plot21,TuasSouthStreet8 Plot23,TuasSouthStreet8 ReserveList TaiSengStreet (PreviouslyonH22012list) WoodlandsAvenue12 (Parcel4) (PreviouslyonH22012list) Plot2,TuasSouthStreet6 Plot4,TuasSouthStreet6 Plot6,TuasSouthStreet6 Plot22,TuasSouthStreet8 Plot24,TuasSouthStreet8 GambasAvenue/ WoodlandsAvenue10 GambasAvenue  1.17 B2White B22.5; White1.0 2.5 1.0 1.0 1.0 1.0 1.0 2.5 2.5 30 JTC/Available 1.77 0.57 2.40 2.10 0.46 0.30 0.30 1.67 0.70 3.94 0.46 0.30 0.30 B2 B2 B2 B2 B2 B2 B2 B2 B2 B2 B2 B2 B2 2.5 1.7 1.7 2.5 1.0 1.0 1.0 2.5 2.5 1.4 1.0 1.0 1.0 30 30 30 30 22 22 22 30 30 30 22 22 22 JTC/June2013 URA/May2013 JTC/May2013 JTC/Apr2013 JTC/Available SiteArea(ha) Zoning GrossPlot Ratio Tenure(years) Agent/ Estimated AvailableDate

4.03 0.30 0.30 0.46 0.30 0.46 1.23 1.32

B1 B2 B2 B2 B2 B2 B1 B1

30 22 22 22 22 22 30 30

URA/Available

JTC/Apr2013

JTC/May2013

URA/Jun2013

Source: MTI, DTZ Consulting & Research, April 2013

 

AppendixA

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APPENDIXB:MapofCentralAreaandOutsideCentralArea


OUTSIDE CENTRAL AREA

Source: URA, DTZ Consulting & Research, April 2013

 

AppendixB

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Limiting Conditions
Where it is stated in the report that information has been supplied to us in the preparation of this report by the sources listed, this information is believed to be reliable and we will accept no responsibility if this should be otherwise. All other information stated without being attributed directly to another party is obtained from our searches of records, examination of documents or enquiries with relevant government authorities. The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our forecasts. Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents are accurate and our professional opinion and advice are based on prevailing market conditions as at the date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts based on the latest market conditions. DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue reliance should not be placed on them.

Limiting Conditions

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DTZDebenhamTieLeung(SEA)PteLtd100BeachRoad#3500ShawTowerSingapore189702 Tel(65)62933228Fax(65)62989328/62921633www.dtz.com.sg

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This page has been intentionally left blank.

APPENDIX F

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE
Applications are invited for the subscription of the Units at the Offering Price per Unit on the terms and conditions set out below and in the printed application forms to be used for the purpose of the Offering and which forms part of the prospectus (the Application Forms ) or, as the case may be, the Electronic Applications (as defined below). Investors applying for the Units in the Offering by way of Application Forms or Electronic Applications are required to pay in Singapore dollars, the Offering Price of S$0.78 per Unit, subject to a refund of the full amount or, as the case may be, the balance of the applications monies (in each case without interest or any share of revenue or other benefit arising therefrom) where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason. (1) Your application must be made in lots of 1,000 Units or integral multiples thereof. Your application for any other number of Units will be rejected. You may apply for the Units only during the period commencing at 6.00 p.m. on 7 August 2013 and expiring at 12.00 noon on 14 August 2013. The Offering period may be extended or shortened to such date and/or time as the Manager may agree with the Joint Bookrunners, subject to all applicable laws and regulations and the rules of the SGX-ST. (a) Your application for the Units offered in the Public Offer (the Public Offer Units ) may be made by way of the printed WHITE Public Offer Units Application Forms or by way of Automated Teller Machines ( ATM ) belonging to the Participating Banks ( ATM Electronic Applications ), the Internet Banking ( IB ) website of the relevant Participating Banks ( Internet Electronic Applications ) or the DBS Bank Ltd. ( DBS Bank ) mobile banking interface ( mBanking Applications , which together with the ATM Electronic Applications and Internet Electronic Applications, shall be referred to as Electronic Applications ). Your application for the Units offered in the Placement Tranche (the Placement Units ) may be made by way of the printed BLUE Placement Units Application Forms (or in such other manner as the Joint Bookrunners may in their absolute discretion deem appropriate).

(2)

(3)

(b)

(4)

You may use up to 35.0 per cent. of your CPF Investible Savings (CPF Funds) to apply for the Units under the Public Offer . Approval has been obtained from the Central Provident Fund Board ( CPF Board ) for the use of such CPF Funds pursuant to the Central Provident Fund (Investment Schemes) Regulations, as may be amended from time to time, for the subscription of the Units. You may also use up to 35.0 per cent. of your CPF Funds for the purchase of the Units in the secondary market. If you are using CPF Funds to apply for the Units, you must have a CPF Investment Account maintained with a CPF agent bank (i.e. DBS Bank, Oversea-Chinese Banking Corporation Limited or United Overseas Bank Limited) (the CPF Agent Bank ). You do not need to instruct the CPF Board to transfer CPF Funds from your CPF Ordinary Account to your CPF Investment Account. The use of CPF Funds to apply for the Units is further subject to the terms and conditions set out in the section on Terms and Conditions for Use of CPF Funds on page F-25 of this Prospectus.

(5)

F-1

(6)

Only one application may be made for the benefit of one person for the Public Offer Units in his own name. Multiple applications for the Public Offer Units will be rejected, except in the case of applications by approved nominee companies where each application is made on behalf of a different beneficiary . You may not submit multiple applications for the Public Offer Units via the Public Offer Units Application Form, or Electronic Applications. A person who is submitting an application for the Public Offer Units by way of the Public Offer Units Application Form may not submit another application for the Public Offer Units by way of Electronic Applications and vice versa. A person, other than an approved nominee company, who is submitting an application for the Public Offer Units in his own name should not submit any other applications for the Public Offer Units, whether on a printed Application Form or by way of Electronic Application, for any other person. Such separate applications will be deemed to be multiple applications and shall be rejected. Joint or multiple applications for the Public Offer Units shall be rejected. Persons submitting or procuring submissions of multiple applications for the Public Offer Units may be deemed to have committed an offence under the Penal Code, Chapter 224 of Singapore and the Securities and Futures Act, and such applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications (other than as provided herein) will be liable to be rejected at our discretion.

(7)

Multiple applications may be made in the case of applications by any person for (i) the Placement Units only (via Placement Units Application Forms or such other form of application as the Joint Bookrunners may in their absolute discretion deem appropriate) or (ii) the Placement Units together with a single application for the Public Offer Units . Applications from any person under the age of 18 years, undischarged bankrupts, sole proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account holders of CDP will be rejected. Applications from any person whose addresses (furnished in their printed Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Bank, as the case may be) bear post office box numbers will be rejected. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the deceaseds name at the time of the application.

(8)

(9)

(10) The existence of a trust will not be recognised. Any application by a trustee or trustees must be made in his/her or their own name(s) and without qualification or, where the application is made by way of a printed Application Form by a nominee, in the name(s) of an approved nominee company or approved nominee companies after complying with paragraph 11 below. (11) Nominee applications may only be made by approved nominee companies . Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by nominees other than approved nominee companies will be rejected. (12) If you are not an approved nominee company, you must maintain a Securities Account with CDP in your own name at the time of your application . If you do not have an existing Securities Account with the CDP in your own name at the time of application, your application will be rejected (if you apply by way of an Application Form) or you will not be able to complete your application (if you apply by way of an Electronic Application). If you have an F-2

existing Securities Account with CDP but fail to provide your CDP Securities Account number or provide an incorrect CDP Securities Account number in your Application Form or in your Electronic Application, as the case may be, your application is liable to be rejected. (13) Subject to paragraphs 16 and 17 below, your application is liable to be rejected if your particulars such as name, National Registration Identity Card ( NRIC ) or passport number or company registration number, nationality and permanent residence status, and CDP Securities Account number provided in your Application Form, or in the case of an Electronic Application, contained in the records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained by CDP. If you have more than one individual direct Securities Account with the CDP, your application shall be rejected. (14) If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allocation from CDP will be sent to your address last registered with CDP . (15) This Prospectus and its accompanying documents (including the Application Forms) have not been registered in any jurisdiction other than in Singapore. The distribution of this Prospectus and its accompanying documents (including the Application Forms) may be prohibited or restricted (either absolutely or unless various securities requirements, whether legal or administrative, are complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. Without limiting the generality of the foregoing, neither this Prospectus and its accompanying documents (including the Application Forms) nor any copy thereof may be taken, transmitted, published or distributed, whether directly or indirectly, in whole or in part in or into the United States or any other jurisdiction (other than Singapore) and they do not constitute an offer of securities for sale into the United States or any jurisdiction in which such offer is not authorised or to any person to whom it is unlawful to make such an offer. The Units have not been and will not be registered under the Securities Act and may not be offered or sold within the United States (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The Units are being offered and sold outside the United States (including institutional and other investors in Singapore) in reliance on Regulation S. There will be no public offer of Units in the United States. Any failure to comply with this restriction may constitute a violation of securities laws in the United States and in other jurisdictions. The Manager reserves the right to reject any application for Units where the Manager believes or has reason to believe that such applications may violate the securities laws or any applicable legal or regulatory requirements of any jurisdiction. No person in any jurisdiction outside Singapore receiving this Prospectus or its accompanying documents (including the Application Form) may treat the same as an offer or invitation to subscribe for any Units unless such an offer or invitation could lawfully be made without compliance with any regulatory or legal requirements in those jurisdictions. (16) The Manager reserves the right to reject any application which does not conform strictly to the instructions or with the terms and conditions set out in this Prospectus (including the instructions set out in the accompanying Application Forms, in the ATMs and IB websites of the relevant Participating Banks and the mobile banking interface ( mBanking Interface ) of DBS Bank) or, in the case of an application by way of an Application Form, the contents of which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn up or improper form of remittance.

F-3

(17) The Manager further reserves the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions and terms and conditions set out in this Prospectus (including the instructions set out in the accompanying Application Forms and in the ATMs and IB websites of the relevant Participating Banks and the mBanking Interface of DBS Bank), and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof. Without prejudice to the rights of the Manager, each of the Joint Bookrunners as agents of the Manager, has been authorised to accept, for and on behalf of the Manager, such other forms of application as the Joint Bookrunners may, in consultation with the Manager, deem appropriate. (18) The Manager reserves the right to reject or to accept, in whole or in part, or to scale down or to ballot, any application, without assigning any reason therefor, and none of the Manager, nor any of the Joint Bookrunners will entertain any enquiry and/or correspondence on the decision of the Manager. This right applies to applications made by way of Application Forms and by way of Electronic Applications and by such other forms of application as the Joint Bookrunners may, in consultation with the Manager, deem appropriate. In deciding the basis of allocation, the Manager, in consultation with the Joint Bookrunners, will give due consideration to the desirability of allocating the Units to a reasonable number of applicants with a view to establishing an adequate market for the Units. (19) In the event that the Manager lodges a supplementary or replacement prospectus ( Relevant Document ) pursuant to the Securities and Futures Act or any applicable legislation in force from time to time prior to the close of the Offering, and the Units have not been issued, the Manager will (as required by law) at the Managers sole and absolute discretion either: (a) within two days (excluding any Saturday, Sunday or public holiday) from the date of the lodgment of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to withdraw your application and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; or within seven days of the lodgment of the Relevant Document, give you a copy of the Relevant Document and provide you with an option to withdraw your application; or deem your application as withdrawn and cancelled and refund your application monies (without interest or any share of revenue or other benefit arising therefrom) to you within seven days from the lodgment of the Relevant Document.

(b)

(c)

Any applicant who wishes to exercise his option under paragraphs 19(a) and (b) above to withdraw his application shall, within 14 days from the date of lodgment of the Relevant Document, notify the Manager whereupon the Manager shall, within seven days from the receipt of such notification, return all monies in respect of such application (without interest or any share of revenue or other benefit arising therefrom). In the event that the Units have already been issued at the time of the lodgment of the Relevant Document but trading has not commenced, the Manager will (as required by law) either: (i) within two days (excluding any Saturday, Sunday or public holiday) from the date of the lodgment of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to the Manager the Units which you do not wish to retain title in and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; or F-4

(ii)

within seven days from the lodgment of the Relevant Document, give you a copy of the Relevant Document and provide you with an option to return the Units which you do not wish to retain title in; or

(iii) deem the issue as void and refund your payment for the Units (without interest or any share of revenue or other benefit arising therefrom) within seven days from the lodgment of the Relevant Document. Any applicant who wishes to exercise his option under paragraphs 19(i) and (ii) above to return the Units issued to him shall, within 14 days from the date of lodgment of the Relevant Document, notify the Manager of this and return all documents, if any, purporting to be evidence of title of those Units, whereupon the Manager shall, within seven days from the receipt of such notification and documents, pay to him all monies paid by him for the Units without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the Units issued to him shall be deemed to be void. Additional terms and instructions applicable upon the lodgment of the Relevant Document, including instructions on how you can exercise the option to withdraw, may be found in such Relevant Document. (20) The Units may be reallocated between the Placement Tranche and the Public Offer for any reason, including in the event of excess applications in one and a deficit of applications in the other at the discretion of the Joint Bookrunners, in consultation with the Manager subject to any applicable laws. (21) There will not be any physical security certificates representing the Units. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Offering, and subject to the submission of valid applications and payment for the Units, a statement of account stating that your Securities Account has been credited with the number of Units allocated to you. This will be the only acknowledgement of application monies received and is not an acknowledgement by the Manager. You irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the issue or transfer of the Units allocated to you. This authorisation applies to applications made both by way of Application Forms and by way of Electronic Applications. (22) You irrevocably authorise CDP to disclose the outcome of your application, including the number of Units allocated to you pursuant to your application, to the Manager, the Joint Bookrunners and any other parties so authorised by CDP, the Manager and/or the Joint Bookrunners. (23) Any reference to you or the Applicant in this section shall include an individual, a corporation, an approved nominee company and trustee applying for the Units by way of an Application Form or by way of Electronic Application or by such other manner as the Joint Bookrunners may, in their absolute discretion, deem appropriate. (24) By completing and delivering an Application Form and, in the case of: (i) an ATM Electronic Application, by pressing the Enter or OK or Confirm or Yes key or any other relevant key on the ATM, (ii) in the case of an Internet Electronic Application, by clicking Submit or Continue or Yes or Confirm or any other button on the IB website screen, or (iii) in the case of an mBanking Application, by transmitting Submit or Continue or Yes or Confirm or any other icon via the mBanking Interface in accordance with the provisions herein, you: (a) irrevocably agree and undertake to purchase the number of Units specified in your application (or such smaller number for which the application is accepted) at the Offering Price and agree that you will accept such number of Units as may be allocated

F-5

to you, in each case on the terms of, and subject to the conditions set out in, the Prospectus and its accompanying documents (including the Application Forms) and the Trust Deed; (b) agree that, in the event of any inconsistency between the terms and conditions for application set out in this Prospectus and its accompanying documents (including the Application Form) and those set out in the IB websites, mBanking Interface or ATMs of the relevant Participating Banks, the terms and conditions set out in the Prospectus and its accompanying documents (including the Application Forms) shall prevail; in the case of an application by way of a Public Offer Units Application Form or an Electronic Application, agree that the Offering Price for the Public Offer Units applied for is due and payable to the Manager upon application; in the case of an application by way of a Placement Units Application Form or such other forms of application as the Joint Bookrunners may in their absolute discretion deem appropriate, agree that the Offering Price for the Placement Units applied for is due and payable to the Manager upon application; warrant the truth and accuracy of the information contained, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by the Manager in determining whether to accept your application and/or whether to allocate any Units to you; agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of the Manager nor any of the Joint Bookrunners will infringe any such laws as a result of the acceptance of your application; agree and confirm that you are outside the United States; and understand that the Units have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the Units in the United States. Any failure to comply with this restriction may constitute a violation of the United States securities laws.

(c)

(d)

(e)

(f)

(g) (h)

(25) Acceptance of applications will be conditional upon, among others, the Manager being satisfied that: (a) permission has been granted by the SGX-ST to deal in and for the quotation of all of the (i) Units comprised in the Offering, (ii) the Relevant Units, (iii) Units which will be issued to the Manager from time to time in full or part payment of the Managers fees and (iv) Units which may be issued to the Property Manager from time to time in full or part payment of the Property Managers fees on the Main Board of the SGX-ST; the Underwriting Agreement, referred to in the section on Plan of Distribution in this Prospectus, has become unconditional and has not been terminated; and the Authority has not served a stop order which directs that no or no further Units to which this Prospectus relates be allotted or issued (Stop Order). The Securities and Futures Act provides that the Authority shall not serve a Stop Order if all the Units have been issued, sold, and listed for quotation on the SGX-ST and trading in them has commenced. F-6

(b)

(c)

(26) In the event that a Stop Order in respect of the Units is served by the Authority or other competent authority, and: (a) the Units have not been issued (as required by law), all applications shall be deemed to be withdrawn and cancelled and the Manager shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days of the date of the Stop Order; or if the Units have already been issued but trading has not commenced, the issue will (as required by law) be deemed void and the Manager shall refund your payment for the Units (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days from the date of the Stop Order.

(b)

This shall not apply where only an interim Stop Order has been served. (27) In the event that an interim Stop Order in respect of the Units is served by the Authority or other competent authority, no Units shall be issued to you until the Authority revokes the interim Stop Order. The Authority is not able to serve a Stop Order in respect of the Units if the Units have been issued and listed on the SGX-ST and trading in them has commenced. (28) Additional terms and conditions for applications by way of Application Forms are set out in the section Additional Terms and Conditions for Applications using Printed Application Forms on pages F-8 to F-10 of this Prospectus. (29) Additional terms and conditions for applications by way of Electronic Applications are set out in the section Additional Terms and Conditions for Electronic Applications on pages F-13 to F-18 of this Prospectus. (30) All payments in respect of any application for Public Offer Units, and all refunds where (a) an application is rejected or accepted in part only or (b) the Offering does not proceed for any reason, shall be made in Singapore dollars. (31) All payments in respect of any application for Placement Units, and all refunds where (a) an application is rejected or accepted in part only or (b) the Offering does not proceed for any reason, shall be made in Singapore dollars. (32) All refunds where (a) an application is rejected or accepted in part only or (b) the Offering does not proceed for any reason, shall be made in Singapore dollars. (33) No application will be held in reserve. (34) This Prospectus is dated 7 August 2013. No Units shall be allotted or allocated on the basis of this Prospectus later than 12 months after the date of this Prospectus.

F-7

Additional Terms and Conditions for Applications using Printed Application Forms Applications by way of an Application Form shall be made on, and subject to the terms and conditions of this Prospectus, including but not limited to the terms and conditions set out below, as well as those set out under the section entitled Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore on pages F-1 and F-25 of this Prospectus and the Trust Deed. (1) Applications for the Public Offer Units must be made using the printed WHITE Public Offer Units Application Forms and printed WHITE official envelopes A and B, accompanying and forming part of this Prospectus. Applications for the Placement Units must be made using the printed BLUE Placement Units Application Forms (or in such manner as the Joint Bookrunners may in their absolute discretion deem appropriate), accompanying and forming part of this Prospectus. Without prejudice to the rights of the Manager and the Joint Bookrunners, the Joint Bookrunners, as agents of the Manager, have been authorised to accept, for and on behalf of the Manager, such other forms of application, as the Joint Bookrunners may (in consultation with the Manager) deem appropriate. Your attention is drawn to the detailed instructions contained in the Application Forms and this Prospectus for the completion of the Application Forms, which must be carefully followed. The Manager reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Prospectus (or, in the case of applications for the Placement Units, followed) which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittances. (2) You must complete your Application Forms in English. Please type or write clearly in ink using BLOCK LETTERS . You must complete all spaces in your Application Forms except those under the heading FOR OFFICIAL USE ONLY and you must write the words NOT APPLICABLE or N.A. in any space that is not applicable. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full name as it appears on your NRIC (if you have such an identification document) or in your passport and, in the case of a corporation, in your full name as registered with a competent authority. If you are not an individual, you must complete the Application Form under the hand of an official who must state the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to affix your common seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with Soilbuild REITs Unit Registrar. The Manager reserves the right to require you to produce documentary proof of identification for verification purposes.

(3)

(4)

F-8

(5)

(a) (b)

You must complete Sections A and B and sign page 1 of the Application Form. You are required to delete either paragraph 7(c) or 7(d) on page 1 of the Application Form. Where paragraph 7(c) is deleted, you must also complete Section C of the Application Form with particulars of the beneficial owner(s). If you fail to make the required declaration in paragraph 7(c) or 7(d), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

(c) (6)

You (whether an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore have an interest in the aggregate of more than 50 per cent. of the issued share capital of or interests in such corporation. If you are an approved nominee company, you are required to declare whether the beneficial owner of the Units is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50 per cent. of the issued share capital of or interests in such corporation. You may apply and make payment for your application for the Units in Singapore currency in the following manner: (a) Cash only You may apply for the Units using only cash. Each application must be accompanied by a cash remittance in Singapore currency for the full amount payable in Singapore dollars of the Offering Price, in respect of the number of Units applied for. The remittance must in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of SBREIT UNIT ISSUE ACCOUNT crossed A/C PAYEE ONLY with your name, CDP Securities Account number and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by any other form of payment will not be accepted. No combined Bankers Draft or Cashiers Order for different CDP Securities Accounts shall be accepted. Remittances bearing NOT TRANSFERABLE or NON-TRANSFERABLE crossings will be rejected. CPF Funds only You may apply for the Units using only CPF Funds. Each application must be accompanied by a remittance in Singapore currency for the full amount payable at the Offering Price, in respect of the number of Units applied for. The remittance must be in the form of a CPF CASHIERS ORDER (available for purchase at the CPF Agent Bank with which you maintain your CPF Investment Account), made out in favour of SBREIT UNIT ISSUE ACCOUNT with your name, Securities Account number and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by any other form of payment will not be accepted. For additional terms and conditions governing the use of CPF Funds, please refer to page F-25 of this Prospectus. Cash and CPF Funds You may apply for the Units using a combination of cash and CPF Funds, PROVIDED THAT the number of Units applied for under each payment method is in lots of 1,000 Units or integral multiples thereof. Such applications must comply with the requirements for applications by cash and by CPF Funds as set out in the preceding paragraphs. In the event that applications for Offer Units are accepted in part only, the cash portion of the application monies will be used in respect of such applications before the CPF Funds are used.

(7)

(b)

(c)

An applicant applying for 1,000 Units must use either cash only or CPF Funds only. No acknowledgement of receipt will be issued for applications and application monies received.

F-9

(8)

Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post, in the event of oversubscription for the Units, within 24 hours of the balloting (or such shorter period as the SGX-ST may require), at your own risk. Where your application is rejected or accepted or in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Market Days after the close of the Offering, PROVIDED THAT the remittance accompanying such application which has been presented for payment or other processes has been honoured and the application monies received in the designated unit issue account. If the Offering does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefit arising therefrom) will be returned to you within three Market Days after the Offering is discontinued. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the meanings assigned to them in this Prospectus.

(9)

(10) By completing and delivering the Application Forms, you agree that: (a) in consideration of the Manager having distributed the Application Form to you and by completing and delivering the Application Form before the close of the Offering: (i) (ii) your application is irrevocable; your remittance will be honoured on first presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom; and

(iii) you represent and agree that you are located outside the United States (within the meaning of Regulation S); (b) all applications, acceptances or contracts resulting therefrom under the Offering shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; in respect of the Units for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification by or on behalf of the Manager and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of the Manager; you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; reliance is placed solely on information contained in this Prospectus and that none of the Manager, the Sponsor, the Joint Bookrunners or any other person involved in the Offering shall have any liability for any information not contained therein; you consent to the disclosure of your name, NRIC/passport number or company registration number, address, nationality, permanent resident status, Securities Account number, and Unit application amount to the Unit Registrar, CDP, CPF Board, Securities Clearing Computer Services (Pte) Ltd ( SCCS ), SGX-ST, the Manager, the Joint Bookrunners (the Relevant Parties ); and you irrevocably agree and undertake to purchase the number of Units applied for as stated in the Application Form or any smaller number of such Units that may be allocated to you in respect of your application. In the event that the Manager decides to allocate any smaller number of Units or not to allocate any Units to you, you agree to accept such decision as final. F-10

(c)

(d)

(e)

(f)

(g)

Procedures Relating to Applications for the Public Offer Units by Way of Printed Application Forms (1) Your application for the Public Offer Units by way of printed Application Forms must be made using the WHITE Public Offer Units Application Forms and WHITE official envelopes A and B . You must: (a) enclose the WHITE Public Offer Units Application Form, duly completed and signed, together with correct remittance for the full amount payable at the Offering Price in Singapore currency in accordance with the terms and conditions of this Prospectus and its accompanying documents, in the WHITE official envelope A provided; in appropriate spaces on the WHITE official envelope A : (i) (ii) write your name and address; state the number of Public Offer Units applied for; and

(2)

(b)

(iii) tick the relevant box to indicate form of payment; (c) (d) SEAL THE WHITE OFFICIAL ENVELOPE A ; write, in the special box provided on the larger WHITE official envelope B addressed to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, the number of Public Offer Units you have applied for; insert the WHITE official envelope A into the WHITE official envelope B and seal the WHITE OFFICIAL ENVELOPE B ; and affix adequate Singapore postage on the WHITE official envelope B (if dispatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND the documents at your own risk to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, so as to arrive by 12.00 noon on 14 August 2013 or such other date(s) and time(s) as the Manager may agree with the Joint Bookrunners. Courier services or Registered Post must NOT be used.

(e)

(f)

(3)

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or which are not honoured upon their first presentation are liable to be rejected. Except for application for the Placement Units where remittance is permitted to be submitted separately, applications for the Public Offer Units not accompanied by any payment or any other form of payment will not be accepted. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued for any application or remittance received.

(4)

F-11

Procedures Relating to Applications for the Placement Units by Way of Printed Application Forms (1) Your application for the Placement Units by way of printed Application Forms must be made using the BLUE Placement Units Application Forms. The completed and signed BLUE Placement Units Application Form and your remittance, in accordance with the terms and conditions of this Prospectus, for the full amount payable at the Offering Price, as the case may be, for each Unit in respect of the number of Placement Units applied for, with your name, Securities Account number and address clearly written on the reverse side, must be enclosed and sealed in an envelope to be provided by you. Your application for Placement Units must be delivered to Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, to arrive by 12.00 noon on 14 August 2013 or such other date(s) and time(s) as the Manager may agree with the Joint Bookrunners. Courier services or Registered Post must NOT be used. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or which are not honoured upon their first presentation are liable to be rejected. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued for any application or remittance received.

(2)

(3)

(4)

F-12

Additional Terms and Conditions for Electronic Applications Electronic Applications shall be made on and subject to the terms and conditions of this Prospectus, including but not limited to the terms and conditions set out below and those under the section Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore on pages F-1 to F-25 of this Prospectus, as well as the Trust Deed. (1) The procedures for Electronic Applications are set out on the ATM screens of the relevant Participating Banks (in the case of ATM Electronic Applications), the IB website screens of the relevant Participating Banks (in the case of Internet Electronic Applications) and the mBanking Interface of DBS Bank (in the case of mBanking Applications). DBS Bank is the only Participating Bank through which mBanking Applications may be made. You should note that from 2.00 a.m. to 1.00 p.m. on 9 August 2013, Electronic Applications through Oversea-Chinese Banking Corporation Limited will be unavailable due to a banking system upgrade. For illustration purposes, the procedures for Electronic Applications for Public Offer Units through ATMs, the IB website of DBS Bank and the mBanking Interface (together the Steps ) are set out in pages F-19 to F-24 of this Prospectus. The Steps set out the actions that you must take at ATMs, the IB website or the mBanking Interface of DBS Bank to complete an Electronic Application. The actions that you must take at the ATMs or the IB websites of the other Participating Banks are set out on the ATM screens, the IB website screens of the respective Participating Banks. Please read carefully the terms and conditions of this Prospectus and its accompanying documents (including the Application Form), the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to you or the Applicant in these Additional Terms and Conditions for Electronic Applications and the Steps shall refer to you making an application for Public Offer Units through an ATM of one of the relevant Participating Banks, the IB website of a relevant Participating Bank or the mBanking Interface of DBS Bank. If you are making an ATM Electronic Application: (a) You must have an existing bank account with and be an ATM cardholder of one of the Participating Banks. An ATM card issued by one Participating Bank cannot be used to apply for Public Offer Units at an ATM belonging to other Participating Banks. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your Electronic Application liable to be rejected. Upon the completion of your ATM Electronic Application, you will receive an ATM transaction slip ( Transaction Record ), confirming the details of your ATM Electronic Application. The Transaction Record is for your retention and should not be submitted with any printed Application Form.

(2)

(3)

(4)

(b)

(c)

(5)

If you are making an Internet Electronic Application or a mBanking Application: (a) You must have an existing bank account with, and a User Identification ( User ID ) as well as a Personal Identification Number ( PIN ) given by, the relevant Participating Bank. F-13

(b)

You must ensure that the mailing address of your account selected for the application is in Singapore and you must declare that the application is being made in Singapore. Otherwise, your application is liable to be rejected. In connection with this, you will be asked to declare that you are in Singapore at the time you make the application. Upon the completion of your Internet Electronic Application through the IB website of the relevant Participating Bank or the mBanking Interface of DBS Bank, there will be an on-screen confirmation ( Confirmation Screen ) of the application which can be printed out or screen captured by you for your record. This printed record or screen capture of the Confirmation Screen is for your retention and should not be submitted with any printed Application Form.

(c)

(6)

In connection with your Electronic Application for Public Offer Units, you are required to confirm statements to the following effect in the course of activating the Electronic Application: (a) that you have received a copy of the Prospectus (in the case of Electronic Applications) and have read, understood and agreed to all the terms and conditions of application for the Public Offer Units and the Prospectus prior to effecting the Electronic Application and agree to be bound by the same; that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, CPF Investment Account number (if applicable) and Public Offer Unit application amount (the Relevant Particulars ) from your account with the relevant Participating Bank to the Relevant Parties; and where you are applying for the Public Offer Units, that this is your only application for the Public Offer Units and it is made in your name and at your own risk. Your application will not be successfully completed and cannot be recorded as a completed transaction unless you press the Enter or OK or Confirm or Yes or any other relevant key in the ATM or click Confirm or OK or Submit or Continue or Yes or any other relevant button on the website screen or the mBanking Interface. By doing so, you shall be treated as signifying your confirmation of each of the three statements above. In respect of statement 6(b) above, your confirmation, by pressing the Enter or OK or Confirm or Yes or any other relevant key in the ATM or clicking Confirm or OK or Submit or Continue or Yes or any other relevant button, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore, including Section 47(2) of the Banking Act, Chapter 19 of Singapore, to the disclosure by that Participating Bank of the Relevant Particulars of your account(s) with that Participating Bank to the Relevant Parties. By making an Electronic Application you confirm that you are not applying for the Public Offer Units as a nominee of any other person and that any Electronic Application that you make is the only application made by you as the beneficial owner. You shall make only one Electronic Application for the Public Offer Units and shall not make any other application for the Public Offer Units whether at the ATMs of any Participating Bank, the IB websites of the relevant Participating Banks or the mBanking Interface of DBS Bank or on the Application Forms. Where you have made an application for the Public Offer Units on an Application Form, you shall not make an Electronic Application for the Public Offer Units and vice versa.

(b)

(c)

(7)

You must have sufficient funds in your bank account and/or your CPF Investment Account with your Participating Bank and/or CPF Agent Bank at the time you make your ATM F-14

Electronic Application, Internet Electronic Application or mBanking Application, failing which such Electronic Application will not be completed. Any Electronic Application which does not conform strictly to the instructions set out in this Prospectus or on the screens of the ATMs or on the IB website of the relevant Participating Bank or the mBanking Interface of DBS Bank, as the case may be, through which your Electronic Application is being made shall be rejected. (8) You may apply and make payment for your application for the Public Offer Units in Singapore currency in the following manner: (a) Cash only You may apply for the Public Offer Units through any ATM or IB website of your Participating Bank or the mBanking Interface of DBS Bank (as the case may be) by authorising your Participating Bank to deduct the full amount payable from your bank account(s) with such Participating Bank. CPF Funds only You may apply for the Public Offer Units through any ATM or IB website of your CPF Agent Bank or the mBanking Interface of DBS Bank (as the case may be) using only CPF Funds by authorising your CPF Agent Bank to deduct the full amount payable from your CPF Investment Account with the respective CPF Agent Bank. For additional terms and conditions governing the use of CPF Funds, please refer to page F-25 of this Prospectus. Cash and CPF Funds You may apply for the Public Offer Units through any ATM or IB website of your Participating Bank and/or CPF Agent Bank or the mBanking Interface of DBS Bank (as the case may be) using a combination of cash and CPF Funds, PROVIDED THAT the number of Offer Units applied for under each payment method is in lots of 1,000 Units or integral multiples thereof. Such applications must comply with the requirements for applications by cash and by CPF Funds as set out in the preceding paragraphs. In the event that such applications are accepted in part only, the cash portion of the application monies will be used in respect of such applications before the CPF Funds are used. An applicant applying for 1,000 Offer Units must use either cash only or CPF Funds only. (9) You irrevocably agree and undertake to subscribe for and to accept the number of Public Offer Units applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number of such Public Offer Units that may be allocated to you in respect of your Electronic Application. In the event that the Manager decides to allocate any lesser number of such Public Offer Units or not to allocate any Public Offer Units to you, you agree to accept such decision as final. If your Electronic Application is successful, your confirmation (by your action of pressing the Enter or OK or Confirm or Yes or any other relevant key in the ATM or clicking Confirm or OK or Submit or Continue or Yes or any other relevant button on the Internet screen or the mBanking Interface of DBS Bank) of the number of Public Offer Units applied for shall signify and shall be treated as your acceptance of the number of Public Offer Units that may be allocated to you and your agreement to be bound by the Trust Deed.

(b)

(c)

(10) The Manager will not keep any application in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be returned (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank or CPF Agent Bank, within 24 hours of the balloting (or such shorter period as the SGX-ST may require) provided that the

F-15

remittance in respect of such application which has been presented for payment or other processes has been honoured and the application monies received in the designated unit issue account. Where your Electronic Application is accepted or rejected in full or in part only, the balance of the application monies, as the case may be, will be returned (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank or CPF Agent Bank, within 14 Market Days after the close of the Offering provided that the remittance in respect of such application which has been presented for payment or other processes has been honoured and the application monies received in the designated unit issue account. If the Offering does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefit arising therefrom) will be returned to you within three Market Days after the Offering is discontinued. Responsibility for timely refund of application monies (whether from unsuccessful or partially successful Electronic Applications or otherwise) lies solely with the respective Participating Banks and/or CPF Agent Banks. Therefore, you are strongly advised to consult your Participating Bank and/or CPF Agent Bank as to the status of your Electronic Application and/or the refund of any money to you from an unsuccessful or partially successful Electronic Application, to determine the exact number of Public Offer Units, if any, allocated to you before trading the Units on the SGX-ST. None of the SGX-ST, CDP, CPF Board, SCCS, the Participating Banks, the CPF Agent Banks, the Manager, the Joint Bookrunners assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST. (11) If your Electronic Application is unsuccessful, no notification will be sent by the relevant Participating Bank. (12) Applicants who make ATM Electronic Applications through the ATMs of the following Participating Banks may check the provisional results of their ATM Electronic Applications as follows:
Bank Telephone Other Channels Operating Hours 24 hours a day Service expected from Evening of the balloting day

DBS Bank Ltd. (including POSB) (DBS Bank)

1800 339 6666 (for POSB account holders) 1800 111 1111 (for DBS account holders) 1800 363 3333

IB http://www.dbs.com(1)

Oversea-Chinese Banking Corporation Limited (OCBC) United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (UOB Group)

Phone Banking/ATM/ IB http://www.ocbc.com(2)

24 hours a day

Evening of the balloting day Evening of the balloting day

1800 222 2121

ATM (Other Transactions IPO Enquiry)/IB http://www.uobgroup.com(3)

24 hours a day

F-16

Notes: (1) Applicants who have made Internet Electronic Applications through the IB websites of DBS Bank or mBanking Applications through the mBanking Interface of DBS Bank may also check the results of their applications through the same channels listed in the table above in relation to ATM Electronic Applications made at the ATMs of DBS Bank. Applicants who have made Electronic Application through the ATMs of OCBC may check the results of their applications through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking services. Applicants who have made Electronic Application through the ATMs or the IB website of the UOB Group may check the results of their applications through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services.

(2) (3)

(13) ATM Electronic Applications shall close at 12.00 noon on 14 August 2013 or such other date(s) and time(s) as the Manager may agree with the Joint Bookrunners. All Internet Electronic Applications and mBanking Applications must be received by 12.00 noon on 14 August 2013, or such other date(s) and time(s) as the Manager may agree with the Joint Bookrunners. Internet Electronic Applications and mBanking Applications are deemed to be received when they enter the designated information system of the relevant Participating Bank. (14) You are deemed to have irrevocably requested and authorised the Manager to: (a) register the Public Offer Units allocated to you in the name of CDP for deposit into your Securities Account or a nominee of CDP for deposit in the special CPF securities sub-account of the nominee company of the CPF Agent Bank; return or refund (without interest or any share of revenue earned or other benefit arising therefrom) the application monies, should your Electronic Application be rejected or if the Offering does not proceed for any reason, by automatically crediting your bank account with your Participating Bank or CPF Agent Bank, with the relevant amount within 24 hours after balloting (or such shorter period as the SGX-ST may require), or within three Market Days if the Offering does not proceed for any reason, after the close or discontinuation (as the case may be) of the Offering, PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated unit issue account; and return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies, should your Electronic Application be rejected or accepted in part only, by automatically crediting your bank account with your Participating Bank or CPF Agent Bank, at your risk, with the relevant amount within 14 Market Days after the close of the Offering, PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated unit issue account.

(b)

(c)

(15) You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God and other events beyond the control of the Participating Banks, the Manager, the Joint Bookrunners, and if, in any such event the Manager, the Joint Bookrunners, and/or the relevant Participating Bank do not receive your Electronic Application, or any data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against the Manager, the Joint Bookrunners and/or the relevant Participating Bank for any Public Offer Units applied for or for any compensation, loss or damage.

F-17

(16) The existence of a trust will not be recognised. Any Electronic Application by a trustee must be made in his own name and without qualification. The Manager shall reject any application by any person acting as nominee (other than approved nominee companies). (17) All your particulars in the records of your Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after making your Electronic Application, you must promptly notify your Participating Bank. (18) You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notification letter on successful allocation will be sent to your address last registered with CDP. (19) By making and completing an Electronic Application, you are deemed to have agreed that: (a) in consideration of the Manager making available the Electronic Application facility, through the Participating Banks acting as agents of the Manager, at the ATMs and IB websites of the relevant Participating Banks and the mBanking Interface of DBS Bank: (i) (ii) your Electronic Application is irrevocable; your Electronic Application, the acceptance by the Manager and the contract resulting therefrom under the Public Offer shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; and

(iii) you represent and agree that you are not located in the United States (within the meaning of Regulations S); (b) none of CDP, the Manager, the Joint Bookrunners, the Participating Banks and the CPF Board shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to the Manager, or CDP or the SGX-ST due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 15 above or to any cause beyond their respective controls; in respect of the Public Offer Units for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of the Manager and not otherwise, notwithstanding any payment received by or on behalf of the Manager; you will not be entitled to exercise any remedy for rescission for misrepresentation at any time after acceptance of your application; reliance is placed solely on information contained in this Prospectus and that none of the Manager, the Sponsor, the Joint Bookrunners or any other person involved in the Offering shall have any liability for any information not contained therein; and you irrevocably agree and undertake to subscribe for the number of Public Offer Units applied for as stated in your Electronic Application or any smaller number of such Public Offer Units that may be allocated to you in respect of your Electronic Application. In the event the Manager decides to allocate any smaller number of such Public Offer Units or not to allocate any Public Offer Units to you, you agree to accept such decision as final.

(c)

(d)

(e)

(f)

F-18

Steps for ATM Electronic Applications for Public Offer Units through ATMs of DBS (including POSB ATMs) Instructions for ATM Electronic Applications will appear on the ATM screens of the respective Participating Bank. For illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank or POSB ATM are shown below. Certain words appearing on the screen are in abbreviated form (A/C, amt, appln, &, I/C, No., SGX and Max refer to Account, amount, application, and, NRIC, Number, SGX-ST and Maximum, respectively). Instructions for ATM Electronic Applications on the ATM screens of Participating Banks (other than DBS (including POSB)), may differ slightly from those represented below. Step 1: 2: 3: 4: 5: 6: 7: Insert your personal DBS Bank or POSB ATM Card. Enter your Personal Identification Number. Select MORE SERVICES. Select language (for customers using multi-language card). Select ESA-IPO SHARE/INVESTMENTS. Select ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/SECURITIES). Read and understand the following statements which will appear on the screen: THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TO AVAILABILITY. (IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO A PROSPECTUS/OFFER INFORMATION/DOCUMENT REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE) ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS. (IN THE CASE OF SECURITIES OFFERING THAT DOES NOT REQUIRE A PROSPECTUS TO BE REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE) THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) MAY BE MADE IN A NOTICE PUBLISHED IN A NEWSPAPER AND/OR A CIRCULAR/DOCUMENT DISTRIBUTED TO SECURITY HOLDERS. ANYONE WISHING TO ACQUIRE SUCH SECURITIES (OR UNITS OF SECURITIES) SHOULD READ THE NOTICE/CIRCULAR/DOCUMENT BEFORE SUBMITTING THIS APPLICATION, WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT IN THE NOTICE/CIRCULAR/DOCUMENT. PRESS THE ENTER KEY TO CONFIRM THAT YOU HAVE READ AND UNDERSTOOD. F-19

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Select SBREIT to display details. Press the ENTER key to acknowledge: YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION AND (WHERE APPLICABLE) THE PROSPECTUS, OFFER INFORMATION STATEMENT, DOCUMENT, PROFILE STATEMENT, REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT/PROFILE STATEMENT NOTICE AND/OR CIRCULAR. YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS, NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. AND SECURITY APPLN AMOUNT FROM YOUR BANK A/C(S) TO SHARE REGISTRARS, SGX, SCCS, CDP, CPF AND THE ISSUER/VENDOR(S). FOR FIXED AND MAX PRICE SECURITIES APPLICATION, THIS IS YOUR ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK. THE MAXIMUM PRICE FOR EACH SECURITY IS PAYABLE IN FULL ON APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER. FOR TENDER SECURITIES APPLICATION, THIS IS YOUR ONLY APPLICATION AT THE SELECTED TENDER PRICE AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK. YOU ARE NOT A US PERSON AS REFERRED TO IN (WHERE APPLICABLE) THE PROSPECTUS, OFFER INFORMATION STATEMENT, DOCUMENT, PROFILE STATEMENT, REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/ DOCUMENT/PROFILE STATEMENT, NOTICE AND/OR CIRCULAR. THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THAT YOU CAN APPLY FOR SUBJECT TO AVAILABILITY. YOU MAY BE ALLOCATED A SMALLER NUMBER OF SECURITIES THAN YOU APPLIED FOR OR (IN THE CASE OF AN EARLIER CLOSURE UPON FULL SUBSCRIPTION) YOUR APPLICATION MAY BE REJECTED IF ALL THE AVAILABLE SECURITIES HAVE BEEN FULLY ALLOCATED TO EARLIER APPLICANTS.

10: Select your nationality. 11: Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB account (Current/Savings) from which to debit your application monies.

12: Enter the number of securities you wish to apply for using cash. 13: Enter or confirm (if your CDP Securities Account number has already been stored in DBSs records) your own 12-digit CDP Securities Account number (Note: This step will be omitted automatically if your Securities Account Number has already been stored in DBSs records). 14: Check the details of your securities application, your CDP Securities Account number, number of securities and application amount on the screen and press the ENTER key to confirm your application. 15: Remove the Transaction Record for your reference and retention only.

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Steps for Internet Electronic Application for Public Offer Units through the IB Website of DBS Bank For illustrative purposes, the steps for making an Internet Electronic Application through the DBS IB website are shown below. Certain words appearing on the screen are in abbreviated form (A/C, &, amt, I/C and No. refer to Account, and, Amount, NRIC and Number, respectively). Step 1: 2: 3: 4: 5: 6: Click on DBS website (www.dbs.com). Login to Internet banking. Enter your User ID and PIN. Enter your DBS iB Secure PIN. Select Electronic Security Application (ESA). Click Yes to proceed and to warrant, among others, that you are currently in Singapore, you have observed and complied with all applicable laws and regulations and that your mailing address for DBS mailing address for DBS Internet Banking is in Singapore and that you are not a U.S. person (as such term is defined in Regulation S under the United States Securities Act of 1933, amended). Select your country of residence and click I confirm. Click on SBREIT and click Submit. Click on I Confirm to confirm, among others: You have read, understood and agreed to all terms of this application and the Prospectus/Document or Profile Statement and if applicable, the Supplementary or Replacement Prospectus/Document or Profile Statement. You consent to disclose your name, I/C or Passport No., address, nationality, CDP Securities A/c No., CPF Investment A/c No. (if applicable) and securities application amount from your DBS/POSB Account(s) to registrars of securities, SGX, SCCS, CDP, CPF Board and issuer/vendor(s). You are not a U.S. Person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended). You understand that the securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of any US person (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. There will be no public offer of the securities mentioned herein in the United States. Any failure to comply with this restriction may constitute a violation of the United States securities laws. This application is made in your own name and at your own risk.

7: 8: 9:

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For FIXED/MAX price securities application, this is your only application. For TENDER price securities application, this is your only application at the selected tender price. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following: the application monies will be debited from your bank account in S$, based on the Banks prevailing board rates at the time of application. Any refund monies will be credited in S$ based on the Banks prevailing board rates at the time of refund. The different prevailing board rates at the time of application and the time of refund of application monies may result in either a foreign exchange profit or loss or application monies may be debited and refund credited in S$ at the same exchange rate. For 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to availability at the point of application.

10: Fill in details for securities application and click Submit. 11: Check the details of your securities application, your CDP Securities A/C No. and click Confirm to confirm your application.

12: Print the Confirmation Screen (optional) for your reference and retention only.

F-22

Steps for mBanking Applications for Public Offer Units through the mBanking Interface of DBS Bank For illustrative purposes, the steps for making an mBanking Application are shown below. Certain words appearing on the screen are in abbreviated from (A/C, &, amt, I/C, SGX and No. refer to Account, and, Amount, NRIC, SGX-ST and Number, respectively). Step 1: 2: 3: 4: Click on DBS Bank mBanking application using your User ID and PIN. Select Investment Services. Select Electronic Securities Application. Select Yes to proceed and to warrant, among others, that you are currently in Singapore, you have observed and complied with all applicable laws and regulations and that your mailing address for DBS Internet Banking is in Singapore and that you are not a U.S. Person (as such term is defined in Regulation S under the United States Securities Act of 1933 as amended). Select your country of residence. Select SBREIT. Select Yes to confirm, among others: You have read, understood and agreed to all terms of this application and the Prospectus/Document or Profile Statement and if applicable, the Supplementary or Replacement Prospectus/Document or Profile Statement. You consent to disclose your name, I/C or Passport No., address, nationality, CDP Securities A/c No. and securities application amount from your DBS/POSB Account(s) to registrars of securities, SGX, SCCS, CDP and issuer/vendor(s). You are not a U.S. Person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended). You understand that the securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of any US person (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from or in a transaction subject to, the registration requirements of the US Securities Act and applicable state securities laws. There will be no public offer of the securities mentioned herein in the United States. Any failure to comply with this restriction may constitute a violation of the United States securities laws. This application is made in your own name and at your own risk. For FIXED/MAX price securities application, this is your only application. For TENDER price securities application, this is your only application at the selected tender price. FOR FOREIGN CURRENCY Securities, subject to the terms of the issue, please note the following: the application monies will be debited from your bank account in S$, based on the Banks prevailing board rates at the time of application. Any refund monies will be credited in S$ based on the Banks prevailing board rates at F-23

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the time of refund. The different prevailing board rates at the time of application and the time of refund of application monies may result in either a foreign exchange profit or loss or application monies may be debited and refund credited in S$ at the same exchange rate. FOR 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to availability at the point of application.

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Fill in details for securities application and click Submit. Check the details of your securities application, your CDP Securities A/C No. and click Confirm to confirm your application.

10: Where applicable, capture Confirmation Screen (optional) for your reference and retention only.

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Terms and Conditions for Use of CPF Funds (1) If you are using CPF Funds to subscribe for the Units, you must have a CPF Investment Account maintained with a CPF Agent Bank at the time of your application. If you are applying for the Units through an ATM Electronic Application, you must have an ATM card with that CPF Agent Bank at the time of your application before you can use the ATMs of that CPF Agent Bank to apply for the Units. For an Internet Electronic Application or mBanking Application, you must have an existing bank account with, and a User Identification ( User ID ) as well as a Personal Identification Number ( PIN ) given by, the CPF Agent Bank. Upon the completion of your Internet Electronic Application through the IB website of the CPF Agent Bank or mBanking Application through the mBanking interface of DBS Bank, there will be a Transaction Completed Screen of the application which can be printed out or screen captured by you for your record. This printed record or screen capture of the Transaction Completed Screen is for your retention and should not be submitted with any printed Application Form. The CPF Investment Account is governed by the Central Provident Fund (Investment Schemes) Regulations, as amended. CPF Funds may only be withdrawn for applications for the Units in lots of 1,000 Units or integral multiples thereof. If you are applying for the Units using a printed Application Form and you are using CPF Funds to apply for the Units, you must submit a CPF Cashiers Order for the total amount payable for the number of Units applied for using CPF Funds. Before you apply for the Units using your CPF Funds, you must first make sure that you have sufficient funds in your CPF Investment Account to pay for the Units. You need not instruct the CPF Board to transfer your CPF Funds from your CPF Ordinary Account to your CPF Investment Account. If the balance in your CPF Investment Account is insufficient and you have sufficient investible CPF Funds in your CPF Ordinary Account, the CPF Agent Bank with which you maintain your CPF Investment Account will automatically transfer the balance of the required amount from your CPF Ordinary Account to your CPF Investment Account immediately for you to use these funds to buy a CPF Cashiers Order from your CPF Agent Bank in the case of an application by way of a printed Application Form or submit your application in the case of an application by way of an Electronic Application. The automatic transfer facility is available until the close of the Public Offer, and the operating hours of the facility are between 8.00 a.m. and 10.00 p.m. from Mondays to Saturdays, and between 8.00 a.m. and 5.00 p.m. on Sundays and public holidays. The special CPF securities sub-account of the nominee company of the CPF Agent Bank (with whom you maintain a CPF Investment Account) maintained with CDP will be credited with the principal amount of the Units you subscribed for, or such number of Units allocated to you, with CPF Funds. Where you are using CPF Funds, you cannot apply for the Units as nominee for any other person. All instructions or authorisations given by you in a printed Application Form or through an Electronic Application are irrevocable. CPF Investment Accounts may be opened with any branch of the CPF Agent Banks. All information furnished by the CPF Board and the CPF Agent Banks on your authorisation will be relied on as being true and correct.

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APPENDIX G

LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF DIRECTORS AND EXECUTIVE OFFICERS
(A) Directors of the Manager (1) Mr Chong Kie Cheong Past Directorships (for a period of five years preceding the Latest Practicable Date) Asean Finance Corporation Ltd Asfinco Singapore Ltd Greater China F&B Capital Partners Limited Greater China F&B (Hong Kong) Pte Ltd Greater China F&B Investment Holding Ltd Sunwise Pte Ltd UB Bioventure Management Pte Ltd UOB Asia (Hong Kong) Limited UOB Asia Limited UOB Capital Management Pte Ltd UOB Capital Partners LLC UOB Hermes Asia Technology Fund UOB Venture Management Private Limited UOB Venture (Shanghai) Co Ltd UOB Venture (Shenzhen) Limited UOB Venture Technology Investments Ltd UVM Venture Investments Limited

Current Directorships SB REIT Management Pte. Ltd.

(2)

Mr Benedict Andrew Lim Wee Yong Past Directorships (for a period of five years preceding the Latest Practicable Date) All Unity Limited Asoke Plaza City Residence Property Fund City Residence Services Company Limited Efficient Properties Limited Gold Trophy Properties Limited Hampshire Residence Pte Ltd I.P. Real Estate Asset Management (Asia) Pte. Ltd. ING Real Estate Asia Retail Fund Limited Interactive Properties Limited Marvel (FT) Holdings Co. Limited Marvel City International Limited Ocmador (Malaysia) City Retail Centre Sdn Bhd Power-Tech Properties Limited Sanidine Properties Limited Speedown Properties Limited Syntax Properties Limited

Current Directorships SB REIT Management Pte. Ltd.

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Mr Michael Ng Seng Tat Past Directorships (for a period of five years preceding the Latest Practicable Date) NIL

Current Directorships Brendale Pte Ltd Hanon Resources Limited Kogan Investments Ltd MN Investment Pte Ltd, Singapore RMA-Land Development Private Ltd SB REIT Management Pte. Ltd. Singapore Suzhou Township Development Pte Ltd Singland (Chengdu) Development Co Ltd Singland China Holdings Pte Ltd Singland Development (Farrer Drive) Pte Ltd Singland Development (Jervois) Pte. Ltd. Singland Homes (Alexandra) Pte. Ltd. Singland Homes Pte. Ltd. S.L. Development Pte. Limited UIC JinTravel (Tianjin) Co Ltd United Regency Pte Ltd United Venture Development (Bedok) Pte Ltd (f.k.a. United Venture Development Pte Ltd) United Venture Investment (Thomson) Pte Ltd UVD Pte Ltd (f.k.a United Venture Investments Pte Ltd) (4) Mr Lim Chap Huat

Current Directorships CHL Holdings Pte. Ltd. Dolphin Acquisitions Pte. Ltd. Forte Builder Pte. Ltd. PLC 8 Development Pte. Ltd. PLC 8 Holdings Pte. Ltd. SB (Bluecrest) Development Pte. Ltd. SB (Blueteak) Development Pte. Ltd. SB (Cashew) Development Pte. Ltd. SB Contracts (1993) Pte. Ltd. SB Development Pte. Ltd. SB (Eastwin) Investment Pte. Ltd. SB (Eightrium) Investment Pte. Ltd. SB Facade Pte Ltd SB (Grange) Development Pte. Ltd. SB (IPark) Investment Pte. Ltd. SB (Kranji) Development Pte. Ltd. SB (Lakeside) Investment Pte. Ltd. SB (Mandai) Investment Pte. Ltd. SB (Meyer) Development Pte. Ltd. SB (Northpoint) Investment Pte. Ltd. SB (Northspring) Investment Pte. Ltd. SB (Northview) Investment Pte. Ltd.

Past Directorships (for a period of five years preceding the Latest Practicable Date) Avia Growth Opportunities II Pte. Ltd. HV Properties Pte. Ltd. SB (Cliften) Development Pte. Ltd. SB (Novena) Development Pte. Ltd.

G-2

Current Directorships SB (Orchard) Development Pte. Ltd. SB (Pioneer) Investment Pte. Ltd. SB Procurement Pte. Ltd. SB Project Services Pte. Ltd. SB Property Services Pte. Ltd. SB (Raintree) Development Pte. Ltd. SB (Riverview) Investment Pte. Ltd. SB (Ruby) Development Pte. Ltd. SB (Senoko) Investment Pte. Ltd. SB (Solaris) Investment Pte. Ltd. SB Storage Pte. Ltd. SB REIT Management Pte. Ltd. SB (Tuaslinc) Investment Pte. Ltd. SB (Waterfront) Investment Pte. Ltd. SB (Waterview) Investment Pte. Ltd. SB (Westcove) Investment Pte. Ltd. SB (Westpark) Investment Pte. Ltd. SB (Westpoint) Investment Pte. Ltd. SB (Westview) Investment Pte. Ltd. SB (Woodlands) Investment Pte. Ltd. Soil-Build (Pte.) Ltd. Soilbuild Construction Group Ltd. Soilbuild Construction International Pte. Ltd. Soilbuild Group Holdings Ltd. (5) Mr Ho Toon Bah

Past Directorships (for a period of five years preceding the Latest Practicable Date)

Current Directorships SB REIT Management Pte. Ltd. Soilbuild Construction Group Ltd.

Past Directorships (for a period of five years preceding the Latest Practicable Date) Cartaban (Malaya) Nominees Sdn Bhd Europtronic Group Ltd Forte Builder Pte. Ltd. House Network Sdn Bhd Memylife Sdn Bhd PLC 8 Development Pte. Ltd. PLC 8 Holdings Pte. Ltd. Price Solutions Sdn Bhd SB Construction International Pte. Ltd. SB Development Pte. Ltd. SB (Northpoint) Investment Pte. Ltd. SB (Northspring) Investment Pte. Ltd. SB Procurement Pte. Ltd. SB Project Services Pte. Ltd. SB (Westpoint) Investment Pte. Ltd. Soil-Build (Pte.) Ltd. Soilbuild Group Holdings Ltd. Solstice Development Pte. Ltd. Trilliant Development Pte. Ltd. (n.k.a T Land Investment Pte. Ltd.)

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Ms Lim Cheng Hwa Past Directorships (for a period of five years preceding the Latest Practicable Date) NIL

Current Directorships PLC 8 Development Pte. Ltd. SB Development Pte. Ltd. SB REIT Management Pte. Ltd. Soilbuild Group Holdings Ltd. Solstice Development Pte. Ltd. (B) Executive Officers of the Manager (1) Mr Shane Hagan Current Directorships NIL

Past Directorships (for a period of five years preceding the Latest Practicable Date) Ajisai Holdings Pte. Ltd. APL Japan Trust Management (Singapore) Limited Belilios International Pte. Ltd. (n.k.a. Gajah Mada Investments Pte. Ltd.) Bowland Investments Pte. Ltd. (n.k.a. Plaza Semanggi Investments Pte. Ltd.) Detos Properties Pte. Ltd. Dominion Capital Pte. Ltd. (n.k.a. Mal Lippo Investments Pte. Ltd.) Fenton Investments Pte. Ltd. Goodman Funding Singapore Pte. Ltd. Goodman Japan Holdings (Singapore) Pte. Limited Grace Capital Pte. Ltd. Great Properties Pte. Ltd. Greenlot Investments Pte. Ltd. (n.k.a. Cibubur Holdings Pte. Ltd.) Java Properties Pte. Ltd. Langston Investments Pte. Ltd. (n.k.a. EP International Investments Pte. Ltd.) Macquarie Goodman Japan Pte. Ltd. Madiun Properties Pte. Ltd. Magenta Asset Management Pte. Ltd. Magnus Investments Pte. Ltd. Mapletree Commercial Trust Treasury Company Pte. Ltd. Matos Properties Pte. Ltd. Maxia Investments Pte. Ltd. Metropolis Properties Pte. Ltd. Palladium Properties Pte. Ltd. Pierbridge Investments Pte. Ltd. (n.k.a. PS International Holdings Pte. Ltd.) Prism Investments Pte. Ltd. (n.k.a. GMP International Holdings Pte. Ltd.) PT Cibubur Utama PT Dinamika Serpong PT Gema Metropolis Modern

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Current Directorships

Past Directorships (for a period of five years preceding the Latest Practicable Date) PT Graha Baru Raya PT Graha Nusa Raya PT Indah Pesona Bogor PT Java Mega Jaya PT Madiun Ritelindo PT Manunggal Wiratama PT Matos Surya Perkasa PT Megah Detos Utama PT Megah Semesta Abadi PT Palladium Megah Lestari PT Primatama Nusa Indah PT Suryana Istana Pasundan Realty Overseas Pte. Ltd. Serpong Properties Pte. Ltd. Silver Dory Holdings Pte. Ltd. (n.k.a. MLC Holdings Pte. Ltd.) Tangent Investments Pte. Ltd. Thornton Investments Pte. Ltd. (n.k.a. Elok Holdings Pte. Ltd.) Vernon Investments Pte. Ltd. (n.k.a. CJ Retail Investments Pte. Ltd.)

(2)

Mr Kelvin Chow Chung Yip Current Directorships NIL Past Directorships (for a period of five years preceding the Latest Practicable Date) BHK Holdings Limited, Hong Kong BHK Holdings Limited, Singapore BHK No.1 Limited, Hong Kong BHK No.1 Limited, Singapore BHK No.2 Limited, Hong Kong BHK No.2 Limited, Singapore BHK No.3 Limited, Hong Kong BHK No.3 Limited, Singapore BHK No.4 Limited, Hong Kong BHK No.4 Limited, Singapore Big Orange Self Storage Hong Kong Limited Big Orange Self Storage Singapore Limited Hainan Mandarin Hotel Limited Hotel Investment (Hainan) Private Limited Meritus Hotels & Resorts (Hainan) Company Limited Meritus Shantou Hotel Co., Ltd. OUE Hotels (Japan) Limited

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Mr Roy Teo Seng Wah Current Directorships Edutots House Pte Ltd Past Directorships (for a period of five years preceding the Latest Practicable Date) Altus Consulting Pte Ltd Ascendas Hi-Tech Development <Beijing> Co Ltd Central Freight Solutions Pte Ltd

(4)

Mr Russell Ng Keh Yang Past Directorships (for a period of five years preceding the Latest Practicable Date) NIL

Current Directorships NIL (5) Mr Fendy Wijaya

Current Directorships NIL

Past Directorships (for a period of five years preceding the Latest Practicable Date) NIL

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SOILBUILD BUSINESS SPACE REIT

MANAGER SB REIT Management Pte. Ltd. 25 Changi South Street 1 Singapore 486059 SPONSOR Soilbuild Group Holdings Ltd. 25 Changi South Street 1 Singapore 486059 JOINT FINANCIAL ADVISERS DBS Bank Ltd. 12 Marina Boulevard Level 46 DBS Asia Central @ Marina Bay Financial Centre Singapore 018982 Oversea-Chinese Banking Corporation Limited 65 Chulia Street # 09-00 OCBC Centre Singapore 049513

JOINT GLOBAL COORDINATORS, ISSUE MANAGERS, BOOKRUNNERS AND UNDERWRITERS Citigroup Global Markets Singapore Pte. Ltd. 8 Marina View #21-00 Asia Square Tower I Singapore 018960 DBS Bank Ltd. 12 Marina Boulevard Level 46 DBS Asia Central @ Marina Bay Financial Centre Singapore 018982 Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513

Co-Managers and Sub-Underwriters Religare Capital Markets (Singapore) Pte. Limited 80 Raffles Place 43rd Floor UOB Plaza 1 Singapore 048624 TRUSTEE DBS Trustee Limited 12 Marina Boulevard Level 44 DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018928 LEGAL ADVISERS Legal Adviser to the Offering and to the Manager and the Sponsor Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989 Legal Adviser to the Joint Global Coordinators, Joint Bookrunners, Issue Managers and Underwriters Allen & Overy LLP 50 Collyer Quay #09-01 OUE Bayfront Singapore 049321 REPORTING AUDITORS Ernst & Young LLP 1 Raffles Quay Singapore 048583 INDEPENDENT TAX ADVISER Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989 UNIT REGISTRAR AND UNIT TRANSFER OFFICE Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 INDEPENDENT VALUERS Colliers International Consultancy & Valuation (Singapore) Pte Ltd 1 Raffles Place #45-00 One Raffles Place Singapore 048616 INDEPENDENT MARKET RESEARCH CONSULTANT DTZ Debenham Tie Leung (SEA) Pte Ltd 100 Beach Road #35-00 Shaw Tower Singapore 189702 CBRE Pte. Ltd. 6 Battery Road #32-01 Singapore 049909 Legal Adviser to the Trustee Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542 United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624

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SOILBUILD BUSINESS SPACE REIT 25 Changi South Street 1 Singapore 486059 T (65) 6542 2882 F (65) 6543 1818 E sbreit_ir@soilbuild.com