ESR Logos REIT : Notice Of Advanced Distribution Record Date -Tax Exempt Income Distribution

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM (OTHER THAN TO PROFESSIONAL INVESTORS), CANADA, JAPAN, AUSTRALIA OR THAILAND. ANY SECURITIES WHICH ARE THE SUBJECT OF SUCH OFFER HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE OR LOCAL SECURITIES LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

(Constituted in the Republic of Singapore pursuant to a trust deed dated 31 March 2006 (as amended))

NOTICE OF ADVANCED DISTRIBUTION RECORD DATE

Capitalised terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the announcement of ESR-LOGOS REIT dated 16 February 2023 titled "Launch of Equity Fund Raising to Raise Gross Proceeds of Not Less than Approximately S$300.0 Million".

NOTICE OF ADVANCED DISTRIBUTION RECORD DATE

NOTICE IS HEREBY GIVEN that pursuant to the Private Placement, the Transfer Books and Register of Unitholders of ESR-LOGOS REIT ("E-LOG") will be closed at 5.00 p.m. on Friday, 24 February 2023 for the purpose of determining the entitlement of Unitholders to an advanced distribution for the period from 1 January 2023 to the day immediately prior to the date on which the Private Placement Units are issued (the "Advanced Distribution", and the record date of the Advanced Distribution, the "Advanced Distribution Record Date").

ADVANCED DISTRIBUTION

The quantum of Advanced Distribution per Existing Unit (as defined herein) is estimated to be between 0.426 Singapore cents and 0.470 Singapore cents1, which (based on the mid-point of the estimated Advanced Distribution Range of 0.448 Singapore cents) comprise: (i) taxable income distribution of 0.341 Singapore cents per Unit, (ii) tax exempt income distribution of 0.019 Singapore cents per Unit and (iii) capital distribution of 0.088 Singapore cents per Unit.

The Advanced Distribution will only be distributed in respect of the existing Units in issue (the "Existing Units") held as at 5.00 p.m. on the Advanced Distribution Record Date. A further announcement on the actual quantum of the Advanced Distribution (which may differ from the above estimate) will be made by the Manager in due course.

1 This amount is only an estimate based on information currently available to the Manager and the actual Advanced Distribution may differ and will be announced on a later date.

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The next distribution following the Advanced Distribution will comprise E-LOG's distributable income for the period from the day the Private Placement Units are issued to 30 June 2023. Half-yearly distributions will resume thereafter.

Unitholders whose securities accounts with The Central Depository (Pte) Limited are credited with Units as at 5.00 p.m. on the Advanced Distribution Record Date will be entitled to the Advanced Distribution that will be paid on or around Friday, 14 April 2023.

The Advanced Distribution is intended to ensure that the distributable income accrued by E-LOG from 1 January 2023 up to the day immediately preceding the date of issue of the Private Placement Units (which, at this point, will be entirely attributable to the Existing Units) is only distributed in respect of the Existing Units, and is being proposed as a means to ensure fairness to the holders of the Existing Units.

STATUS OF THE PRIVATE PLACEMENT UNITS

The Private Placement Units will, upon issue and delivery, rank pari passu in all respects with the Existing Units, including the eligibility to participate in the Preferential Offering and the right to distributions out of E-LOG's distributable income from the day of issuance of the Private Placement Units as well as all distributions thereafter, other than in respect of the 2H FY2022 Distribution and the Advanced Distribution.

For the avoidance of doubt, the holders of the Private Placement Units to be issued will not be entitled to the 2H FY2022 Distribution and the Advanced Distribution.

DECLARATION FOR SINGAPORE TAX PURPOSES

1. Capital distribution

The capital component of the Advanced Distribution represents a return of capital to Unitholders for Singapore income tax purposes and is therefore not subject to income tax. For Unitholders holding E-LOG units as trading assets, the amount of capital distribution will be applied to reduce the cost base of their E-LOG units for the purpose of calculating the amount of taxable trading gains arising from the disposal of their E-LOG units.

1. Tax-exemptincome distribution

The tax-exempt income component of the Advanced Distribution is exempt from tax in the hands of all Unitholders, regardless of their nationality, corporate identity or tax residence status. No tax will be deducted at source for this component.

1. Taxable income distribution

Tax will be deducted at source from the taxable income distribution in certain circumstances. The following section describes the circumstances in which tax will or will not be deducted from such distributions.

1. Perpetual (Asia) Limited, in its capacity as trustee of E-LOG (the "Trustee"), and the Manager of E-LOG will not deduct tax from distributions made out of E-LOG's taxable income that is not taxed at the trustee level of E-LOG to:

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1. Unitholders who are individuals and who hold the units either in their sole names or jointly with other individuals;
2. Unitholders who are Central Provident Fund ("CPF") members who use their CPF funds under the CPF Investment Scheme and where the distributions received are returned to their CPF accounts;
3. Unitholders who are individuals and use their Supplementary Retirement Scheme ("SRS") funds and where the distributions received are returned to their SRS accounts;
4. Unitholders which are companies incorporated and tax resident in Singapore;
5. Unitholders which are Singapore branches of companies incorporated outside Singapore;
6. 1. Unitholders which are body of persons (excluding companies or partnerships) incorporated or registered in Singapore, such as:
   2. 1. statutory boards;
      2. co-operativesocieties registered under the Co-operative Societies Act 1979;
      3. trade unions registered under the Trade Unions Act 1940;
      4. charities registered under the Charities Act 1994 or established by any written law; and
      5. town councils;

1. Unitholders which are international organisations that are exempt from tax on such distributions by reason of an order made under the International Organisations (Immunities and Privileges) Act 1948; and
2. Unitholders which are real estate investment trust exchange-traded funds which have been accorded the tax transparency treatment.

2. For distributions made to Unitholders who do not fall within the categories stated under Note 1 above, the Trustee and the Manager of E-LOG will deduct tax at the rate of 10% if the Unitholders are:

1. foreign non-individual investors - for distributions made during the period from 18 February 2005 to 31 December 2025; or
2. foreign funds - for distributions made during the period from 1 July 2019 to 31 December 2025.

A foreign non-individual investor is one which is not a resident of Singapore* for income tax purposes; and

1. which does not have a permanent establishment^ in Singapore; or
2. which carries on any operation in Singapore through a permanent establishment in Singapore, where the funds used to acquire the units in E-LOG are not obtained from that operation.

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A foreign fund is one that qualifies for tax exemption under section 13CA, 13X or 13Y of the Income Tax Act 1947 that is not a resident of Singapore* for income tax purposes; and

1. 1. which does not have a permanent establishment^ in Singapore (other than a fund manager in Singapore); or
   2. which carries on any operation in Singapore through a permanent establishment in Singapore (other than a fund manager in Singapore), where the funds used to acquire the units in E-LOG are not obtained from that operation.
2. Unitholders are required to complete the applicable Section A, B or C of the "Declaration for Singapore Tax Purposes Form A" ("Form A") if they fall within the categories (d) to (h) stated under Note 1, Section D of Form A if they qualify as a foreign non-individual investor as described under Note 2, or Section E of Form A if they qualify as a foreign fund as described under Note 2.
3. The Trustee and the Manager of E-LOG will rely on the declarations made in Form A to determine (i) if tax is to be deducted for the categories of Unitholders listed in (d) to (h) under Note 1; and (ii) if tax is to be deducted at the rate of 10% for distributions to foreign non-individual investors and foreign funds as described under Note 2.
4. Unitholders who fall within categories (a) to (c) under Note 1 are not required to submit Form A. The gross distribution received by these unitholders (irrespective of their tax residence status) is exempt from tax. However, this tax exemption does not apply to such unitholders in respect of distribution derived by them through a partnership in Singapore or from the carrying on of a trade, business or profession. Such unitholders, i.e., to whom the exemption does not apply, must declare the distribution received as income in their income tax returns.
5. Unitholders who do not fall within the categories of Unitholders listed in Note 1 and Note 2 above can choose not to return Form A as tax will be deducted from the distributions made to them at the prevailing corporate tax rate in any case.
6. The Trustee and the Manager of E-LOG will deduct tax at the prevailing corporate tax rate from distributions made out of E-LOG's taxable income that is not taxed at the trustee level of E-LOG, in respect of units held by depository agents except where the beneficial owners of these units are:

1. individuals and the units are not held through a partnership in Singapore;
2. qualifying unitholders as listed in categories (d) to (h) under Note 1;
3. foreign non-individual investors; or
4. foreign funds.

For units held through the depository agents, the depository agents must complete the "Declaration by Depository Agents for Singapore Tax Purposes Form B" ("Form B") and its annexes.

8. Form A and Form B (and its annexes) will be sent to Unitholders and depository agents respectively, by E-LOG's Unit Registrar, Boardroom Corporate & Advisory Services Pte.

Ltd., on or around Tuesday, 7 March 2023.

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1. Unitholders (Form A) and depository agents (Form B and its annexes) will have to complete the forms legibly and send it to the Unit Registrar such that it is received by 5.00 p.m. on Tuesday, 21 March 2023. The Trustee and the Manager of E-LOG will rely on the declarations made in Form A and Form B to determine if tax is to be deducted. Failure to comply with any of these requirements will render Form A and Form B invalid and the Trustee and the Manager of E-LOG will be obliged to deduct the appropriate amount of tax from the Advanced Distribution.
2. Unitholders who hold units under the Central Provident Fund Investment Scheme
   ("CPFIS") and the Supplementary Retirement Scheme ("SRS") do not have to return the
   Form as they will receive gross distributions paid to their respective CPFIS and SRS accounts.

IMPORTANT REMINDER

Unitholders and depository agents must complete and return the "Declaration for Singapore Tax Purposes Form A and Form B (and its annexes)" to Boardroom Corporate & Advisory Services Pte. Ltd.'s office by 5.00 p.m. on Tuesday, 21 March 2023 in order to receive the Advanced Distribution either at gross or at net as described above.

DECLARATION IN INCOME TAX RETURN

The Advanced Distribution is considered as income for the year 2023. Beneficial owners of the Advanced Distribution, other than those who are exempt from tax on the Advanced Distribution, are required to declare the taxable income component of the Advanced Distribution as taxable income in their income tax return for the Year of Assessment 2024.

IMPORTANT DATES AND TIMES

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