Global Logistic Properties : APPENDIX TO THE NOTICE OF ANNUAL GENERAL MEETING

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GLOBAL LOGISTIC PROPERTIES LIMITED

(Incorporated in the Republic of Singapore) Company Registration No. 200715832Z

LETTER TO SHAREHOLDERS

IN RELATION TO

1. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE; AND
2. THE PROPOSED ADOPTION OF THE NEW CONSTITUTION

Directors:

Dr. Seek Ngee Huat (Chairman of the Board, Non-Executive and Independent Director)

Mr. Ming Z. Mei (Chief Executive Officer and Executive Director)

Mr. Steven Lim Kok Hoong (Non-Executive and Independent Director)

Dr. Dipak C. Jain (Non-Executive and Independent Director)

Mr. Paul Cheng Ming Fun (Non-Executive and Independent Director) Mr. Fang Fenglei (Non-Executive and Non-Independent Director) Mr. Yoichiro Furuse (Non-Executive and Independent Director)

Mr. Luciano Lewandowski (Non-Executive and Independent Director)

Mr. Lim Swe Guan (Non-Executive and Independent Director)

Mr. Tham Kui Seng (Non-Executive and Independent Director)

Registered Office:

50 Raffles Place

#32-01 Singapore Land Tower Singapore 048623

To: The Shareholders of Global Logistic Properties Limited 28 June 2016

Dear Sir/Madam

1. INTRODUCTION
2. Background. We refer to:

3. the Notice of the Annual General Meeting ("AGM") of Global Logistic Properties Limited (the "Company") dated 28 June 2016 (the "Notice"), accompanying the Annual Report for the financial year ended 31 March 2016, convening the AGM of the Company to be held on 29 July 2016 (the "2016 AGM");

4. Ordinary Resolution No. 9 relating to the proposed renewal of the Share Purchase Mandate (as defined in paragraph

   2.1 below), as proposed in the Notice; and

5. Special Resolution No. 10 relating to the proposed adoption of the New Constitution (as defined in paragraph 3.2 below), as proposed in the Notice.
6. Letter to Shareholders. The purpose of this letter is to provide shareholders of the Company ("Shareholders") with information relating to Ordinary Resolution No. 9 and Special Resolution No. 10, proposed in the Notice (collectively, the "Proposals").
7. SGX-ST. The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the accuracy of any statements or opinions made in this letter.
8. Advice to Shareholders. If a Shareholder is in any doubt as to the course of action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
9. PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

10. Introduction. At the AGM of the Company held on 29 July 2015 (the "2015 AGM"), Shareholders had, inter alia, approved the renewal of a mandate authorising the Directors of the Company (the "Directors") to exercise all powers of the Company to purchase or otherwise acquire issued fully-paid ordinary shares of the Company (each a "Share" and together, "Shares") on the terms of such mandate (the "Share Purchase Mandate"). The Share Purchase Mandate was expressed to take effect on the date of the passing of the Ordinary Resolution at the 2015 AGM and will expire on the date of the forthcoming 2016 AGM to be held on 29 July 2016.

11. Proposed Renewal of the Share Purchase Mandate. The Directors propose that Shareholders' approval be sought for the renewal of the Share Purchase Mandate at the 2016 AGM to authorise the Company to purchase or acquire issued Shares. The Share Purchase Mandate is set out in Ordinary Resolution No. 9 under the heading "As Special Business" in the Notice.
12. Rationale for the Share Purchase Mandate. The rationale for the Company to undertake the purchase or acquisition of its Shares is as follows:

13. Repurchased Shares which are held as treasury shares may be transferred for the purposes of or pursuant to employees' share plans implemented by the Company, to enable the Company to take advantage of tax deductions under the current taxation regime. The use of treasury shares in lieu of issuing new Shares would also mitigate the dilution impact on existing Shareholders.

14. In managing the business of the Company and its subsidiaries, management will strive to increase Shareholders' value by improving, inter alia, the return on equity ("ROE") of the Company. In addition to growth and expansion of the business, share purchases may be considered by the Directors as one of the ways through which the ROE of the Company may be enhanced.

15. The Share Purchase Mandate will provide the Company with greater flexibility in managing its capital and maximising returns to its Shareholders. To the extent that the Company has capital and surplus funds which are in excess of its financial needs, taking into account its growth and expansion plans, the Share Purchase Mandate will facilitate the return of excess cash and surplus funds to Shareholders in an expedient, effective and cost-efficient manner.

16. The Share Purchase Mandate will provide the Company greater flexibility to control, inter alia, the Company's share capital structure with a view to enhance the earnings per Share of the Company and give Directors the ability to

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    undertake share repurchases at any time, subject to market conditions, during the period when the Share Purchase Mandate is in force.

    The purchase or acquisition of Shares will only be undertaken when the Directors are of the view that it can benefit the Company and Shareholders. Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Purchase Mandate may not be carried out to the full 10% limit described in paragraph 2.4.1 below. No purchase or acquisition of Shares will be made in circumstances which would have or may have a material adverse effect on the liquidity and/or the orderly trading of the Shares and/or the financial position of the Company and its subsidiaries (the "Group") as a whole.

17. Authority and Limits of the Share Purchase Mandate. The authority and limitations placed on purchases or acquisitions of Shares by the Company under the Share Purchase Mandate, if renewed at the 2016 AGM, are summarised below:
1. Maximum Number of Shares

   Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total number of Shares which may be purchased or acquired by the Company is limited to that number of Shares representing not more than 10% of the total number of issued Shares as at the date of the 2016 AGM at which the proposed renewal of the Share Purchase Mandate is approved. Any Shares which are held as treasury shares will be disregarded for purposes of computing the 10% limit.

   Purely for illustrative purposes, on the basis of 4,732,406,522 Shares in issue as at 1 June 2016, being the latest practicable date prior to the printing of this letter (the "Latest Practicable Date"), and disregarding 111,958,700 Shares held as treasury shares as at the Latest Practicable Date, and assuming that:

2. no further Shares are issued; and

3. no further Shares are purchased or acquired by the Company and no Shares purchased or acquired by the Company are held as treasury shares,

   on or prior to the 2016 AGM, not more than 473,240,652 Shares (representing 10% of the total number of issued Shares (disregarding the Shares held as treasury shares)) may be purchased or acquired by the Company pursuant to the Share Purchase Mandate.

4. Duration of Authority

   Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the date of the 2016 AGM at which the proposed renewal of the Share Purchase Mandate is approved, up to:

5. the date on which the next AGM of the Company is held or required by law to be held;

6. the date on which the authority conferred by the Share Purchase Mandate is revoked or varied; or

7. the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated,

   whichever is the earliest.

8. Manner of Purchases or Acquisitions of Shares

   Purchases or acquisitions of Shares may be made by way of:

9. on-market purchases ("Market Purchases") transacted on the SGX-ST through the SGX-ST's trading system through one or more duly licensed dealers appointed by the Company for the purpose; and/or

10. off-market purchases ("Off-Market Purchases") in accordance with an equal access scheme effected pursuant to Section 76C of the Companies Act, Chapter 50 of Singapore, as amended or modified from time to time (the "Companies Act").

    The Directors may impose such terms and conditions which are not inconsistent with the Share Purchase Mandate, the listing manual of the SGX-ST, including any amendments made thereto up to the Latest Practicable Date (the "Listing Manual") and the Companies Act as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme or schemes.

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    An Off-Market Purchase in accordance with an equal access scheme must, however, satisfy all the following conditions:

11. offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;

12. all of those persons shall be given a reasonable opportunity to accept the offers made; and

13. the terms of all the offers shall be the same (except that there shall be disregarded (1) differences in consideration attributable to the fact that offers may relate to Shares with different accrued dividend entitlements and (2) differences in the offers introduced solely to ensure that each person is left with a whole number of Shares).

If the Company wishes to make an Off-Market Purchase in accordance with an equal access scheme, it will, pursuant to Rule 885 of the Listing Manual, issue an offer document containing at least the following information:

1. the terms and conditions of the offer;

2. the period and procedures for acceptances; and

3. the information required under Rules 883(2), (3), (4), (5) and (6) of the Listing Manual.

14. Maximum Purchase Price

    The purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) to be paid for a Share will be determined by the Directors.

    The purchase price to be paid for a Share as determined by the Directors must not exceed:

15. in the case of a Market Purchase, 105% of the Average Closing Price (as defined below) of the Shares; and

16. in the case of an Off-Market Purchase pursuant to an equal access scheme, 110% of the Average Closing Price of the Shares,

(the "Maximum Price") in either case, excluding related expenses of the purchase. For the above purposes:

"Average Closing Price" means the average of the last dealt prices of a Share for the five consecutive market days (a "market day" being a day on which the SGX-ST is open for trading in securities) on which transactions in the Shares were recorded, in the case of Market Purchases, before the day on which the purchase or acquisition of Shares was made, or in the case of Off-Market Purchases, before the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted in accordance with the rules of the Listing Manual for any corporate action that occurs after the relevant five-day period; and

"date of the making of the offer" means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

1. Status of Purchased Shares. Shares purchased or acquired by the Company are deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Shares will expire on such cancellation) unless such Shares are held by the Company as treasury shares. Accordingly, the total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company which are cancelled and are not held as treasury shares.
2. Treasury Shares. Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act in force as at the Latest Practicable Date are summarised below:

2.6.1 Maximum Holdings

The number of Shares held as treasury shares cannot at any time exceed 10% of the total number of issued Shares.

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