Keppel : Acquisition of 100% Interest in the Data Centre located at Via Bisceglie 71, 73 and 75, Milan, Italy

The Board of Directors of Keppel DC REIT Management Pte. Ltd., as manager of Keppel DC REIT (the "Manager"), is pleased to announce that Perpetual (Asia) Limited, in its capacity as trustee of Keppel DC REIT (the "Trustee"), and an indirectly wholly-owned subsidiary of Keppel DC REIT, KDCR Netherlands 4 B.V. (the "Purchaser"), have entered into a share purchase agreement with Mr. Riaz Valani, Mr. Sebastiano Rizzo and Mr. Faizul Lalji (collectively, the "Vendors") on 11 August 2016 ("Share Purchase Agreement"), whereby the Purchaser will acquire all the issued shares in MarLux S. à r.l., a société à responsabilité limitée incorporated in Luxembourg ("Marlux" and the acquisition of all the issued shares in Marlux, the "Acquisition"), which will hold the data centre located at Via Bisceglie 71, 73 and 75, Milan, Italy (the "Property") on the date of completion of the Acquisition (the "Completion Date") through its interest in 100% of the quota in BI71 S.r.l., a società a responsabilità limitata incorporated in Italy ("BI71").

The Property is currently leased to one of the world's largest telecommunications companies ("Client") pursuant to the lease agreement entered into between BI71 and the Client dated 21 January 2016 (the "Lease"). Subject to the terms of the Lease, the Client has been granted a lease of the Property until 31 December 2027, which shall be renewed for an additional six- year term thereafter unless the Client notifies BI71 otherwise. In addition, as part of the terms of the Share Purchase Agreement, the Purchaser will be granted a rent top-up for the period from the Completion Date or 30 September 2016, whichever is earlier, to 31 December 2018, both dates inclusive (the "Rent Top-Up").

The Acquisition constitutes a discloseable transaction under Chapter 10 of the Listing Manual of Singapore Exchange Securities Trading Limited (the "SGX-ST", and the Listing Manual of the SGX-ST, the "Listing Manual").

DBS Bank Ltd. and Standard Chartered Securities (Singapore) Pte. Limited were the Joint Financial Advisers and Issue Managers to the initial public offering of Keppel DC REIT (the "Offering"). DBS Bank Ltd., Standard Chartered Securities (Singapore) Pte. Limited and Credit Suisse (Singapore) Limited are the Joint Global Coordinators to the Offering. DBS Bank Ltd., Standard Chartered Securities (Singapore) Pte. Limited, Credit Suisse (Singapore) Limited, Deutsche Bank AG, Singapore Branch and Goldman Sachs (Singapore) Pte. were the Joint Bookrunners and Underwriters to the Offering (collectively, the "Joint Bookrunners").

The Joint Bookrunners for the Offering assume no responsibility for the contents of this announcement.

The Property is located at Via Bisceglie 71, 73 and 75, Milan, Italy on a freehold title. It is a four-storey data centre with a total lettable area of approximately 15,365 sqm.

The aggregate consideration ("Consideration") for the Acquisition, payable in cash to the Vendors, is the agreed price for the Property ("Agreed Property Price") at EUR 37.3 million (approximately S$57.3 million)1 less (i) the Lease Finance Agreement Discharge Payment (as defined below) and the amounts due to the lenders of the shareholders' loans made to Marlux, and adjusted (ii) for the net financial position of Marlux and B171 at Completion including the three forms of transfer tax namely the imposta di registro (registry tax), the imposta ipotecaria (mortgage tax) and the imposta catastale (cadastral tax) to be made in respect of the Lease Finance Discharge Payment.

The Acquisition is expected to be completed in the third quarter of 2016.

The Agreed Property Price was arrived at on a willing-buyer and willing-seller basis and is supported by the independent valuation of the Property by CB Richard Ellis (the "Valuer"), an independent valuer appointed by the Trustee. The Valuer, in its valuation report dated 20 July 2016, stated that the market value of the 100.0% interest in the Property was EUR 37.3 million (approximately S$57.3 million)2 as at 20 July 2016, using the direct income capitalisation and discounted cashflow methods.

Under the Share Purchase Agreement, the Vendors have agreed to provide the Purchaser with a Rent Top-Up to compensate the Purchaser for certain incentives provided to the Client under the Lease ("Lease Incentives") until 31 December 2018. For the purpose of providing the Rent Top-Up, the Vendors shall on Completion Date, pay KDCR Netherlands 4 Pte. Ltd., a wholly- owned subsidiary of Keppel DC REIT, (the "Purchaser's Nominated Entity"'), as directed by the Purchaser, an amount equal to the Rent Top-Up to be deposited into a bank account opened and maintained by the Purchaser's Nominated Entity. The Purchaser's Nominated Entity shall withdraw the relevant rent top-up payments from such bank account on a monthly basis until 31 December 2018.

On Completion Date, the Purchaser shall, by way of delegation from BI71, pay Natixis Lease S.A., Succursale Italia (the "Financial Lessor") such amount as determined by the Financial Lessor pursuant to the Share Purchase Agreement (the "Lease Finance Agreement Discharge Payment"), for the purposes of discharging BI71's obligations under the lease financing agreement between BI71 and the Financial Lessor dated 21 January 2016 ("Lease Finance Agreement") and acquiring the Data Centre.

At completion of the Acquisition ("Completion") and upon the Purchaser's payment of the Lease Finance Agreement Discharge Payment, the Vendors shall cause (i) BI71 to execute, before an Italian notary public, with the Financial Lessor a notarial deed for the transfer of the Property from the Financial Lessor to BI71, and (ii) cancel the securities under the Lease Finance Agreement, with the agreement of the Financial Lessor. Following which, BI71 shall have full and exclusive ownership of, and legal and good marketable to the Data Centre.

The Share Purchase Agreement and the ancillary documents do not contain any unusual requirements and are consistent with usual market conditions of sale in Italy.

1 Based on an exchange rate of EUR 1.00 to S$1.5356 as at 30 June 2016.

The pro forma financial effects of the Acquisition presented below are strictly for illustration purposes and do not reflect the actual financial position of Keppel DC REIT following the completion of the Acquisition. They have been prepared based on the latest audited financial statements of Keppel DC REIT for the financial period from 1 January 2015 to 31 December 2015, taking into account the Agreed Property Price and estimated acquisition expenses as well as the assumption that the Acquisition is intended to be funded by debt.

The pro forma net profits attributable to the Acquisition for the period commencing on

1 January 2015 and ended on 31 December 2015 is approximately EUR 0.88 million (approximately S$1.34 million)2.

2 Based on an average exchange rate of EUR 1.00 to S$1.5184 as for the period commencing on 1 January 2015 and ended on 31 December 2015.

3 Based on an average exchange rate of EUR 1.00 to S$1.5184 as for the period commencing on 1 January 2015 and ended on 31 December 2015 and an exchange rate of EUR 1.00 to S$1.5171 as at 31 December 2015.

4 Rule 1010(9) of the Listing Manual requires that the issuer discloses the effect of the transaction on the earnings per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the beginning of that financial year. The effect of the Acquisition on the distributable income per Unit is disclosed instead as it is a more appropriate measure for a real estate investment trust.

The Acquisition is in line with the Manager's growth strategy of acquiring quality income- producing data centre properties that fit within Keppel DC REIT's investment strategy to enhance total return to unitholders of Keppel DC REIT ("Unitholders") and increase potential opportunities for future income and capital growth.

Italy is an emerging regional IT hub with access to other European markets and the Acquisition will strengthen Keppel DC REIT's presence in the key European cities. The Italian market presents opportunities where data centre demand growth is forecasted to outpace supply growth.

The Acquisition will be immediately DPU accretive upon Completion.

The Acquisition is expected to improve the quality of Keppel DC REIT's client base with the addition of a major client. Upon Completion, the Acquisition is also expected to increase the portfolio WALE of Keppel DC REIT from 8.7 years to 9.3 years.

With income certainty over the 12-year lease term, this Acquisition is expected to enhance the resilience of the portfolio cash flow and diversify the client base of Keppel DC REIT.

The Manager intends to fund the Acquisition entirely by debt.

None of the directors of the Manager or controlling unitholders of Keppel DC REIT has any interest, direct or indirect, in the Acquisition (otherwise than through their unitholdings, if any, in Keppel DC REIT).

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

Chapter 10 of the Listing Manual classifies transactions by Keppel DC REIT into (i) non- discloseable transactions, (ii) discloseable transactions, (iii) major transactions and (iv) very substantial acquisitions or reverse takeovers, depending on the size of the relative figures computed on, inter alia, the following bases:

the net profits attributable to the assets acquired, compared with Keppel DC REIT's net profits;