CapitaLand India Trust : Notice of EGM

CAPITALAND INDIA TRUST (Registration Number: 2007004)

(a business trust registered under the Business Trusts Act 2004 of Singapore)

Please note that no food or snacks will be served and there will be no distribution of vouchers or door gifts at the upcoming EGM, as well as at future EGMs of CLINT.

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of CapitaLand India Trust (formerly known as Ascendas India Trust) ("CLINT" and the unitholders of CLINT, "Unitholders") will be convened and held physically at Canning Ballroom, Level 4, Raffles City Convention Centre, 80 Bras Basah Road, Singapore 189560 on Monday, 17 April 2023 at 4.00 p.m. (Singapore Time) (or as soon thereafter following the conclusion or adjournment of the annual general meeting ("AGM") of CLINT to be held at 2.30 p.m. (Singapore Time) on the same day and at the same place), for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. TO APPROVE THE PROPOSED ACQUISITION OF 78.53% INTEREST IN ASCENDAS IT PARK (PUNE) PRIVATE LIMITED AS AN INTERESTED PERSON TRANSACTION

Resolved That:

1. approval be and is hereby given for the proposed acquisition of 100,560,252 equity shares in Ascendas IT Park (Pune) Private Limited (the "Property SPV", and such shares in the Property SPV, the "SPV Shares") by Ecospace IT Park Private Limited, a wholly-owned subsidiary of CLINT (the "Purchaser"), from Ascendas India Development VII Pte. Ltd., on the terms and conditions set out in the AID VII Share Purchase Agreement (as defined in the circular to Unitholders dated 24 March 2023 (the "Circular")), and that the entry into the AID VII Share Purchase Agreement be and is hereby approved, confirmed and/or ratified;
2. approval be and is hereby given for the proposed acquisition of one SPV Share by the Purchaser from Crystal Clear Limited, at a consideration which shall be based on the Initial AID VII Purchase Consideration (as defined in the Circular) calculated on a per SPV Share basis, and that such proposed acquisition and the entry into such document(s) to give effect to the proposed acquisition be and is hereby approved, confirmed and/or ratified;
3. approval be and is hereby given for the entry into AID VII Undertaking Deed (as defined in the Circular), and that the entry into the AID VII Undertaking Deed be and is hereby approved, confirmed and/or ratified;
4. approval be and is hereby given for the Proposed Infusion (as defined in the Circular);
5. approval be and is hereby given for the payment of all fees and expenses relating to the Proposed CL Shares Acquisition (as defined in the Circular); and
6. CapitaLand India Trust Management Pte. Ltd. (as trustee-manager of CLINT) (the "Trustee-Manager") and/or any director of the Trustee-Manager 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 Trustee-Manager and/or such director of the Trustee-Manager may consider expedient or necessary or in the interests of CLINT to give effect to the Proposed CL Shares Acquisition and all transactions in connection therewith (including, but not limited to all transactions contemplated under the AID VII Share Purchase Agreement and the Undertaking Deed and such documents to be entered into to give effect to the Proposed CL Shares Acquisition).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

2. TO APPROVE THE PROPOSED SPONSOR SUBSCRIPTION

Resolved That subject to and contingent upon the passing of Resolution 1:

1. approval be and is hereby given for the proposed issue of New Units (as defined in the Circular) at the Issue Price (as defined in the Circular); and
2. the Directors of the Trustee-Manager and each of them be and are hereby authorised to do all such things and execute all such documents as they or he may consider necessary or appropriate to give effect to this resolution as they or he may think fit with full power to assent to any condition, modification, variation and/or amendment that may be required, or that may be imposed by any regulatory authority and to issue or enter into any confirmations, agreements or arrangements as may be necessary or expedient to give full effect to, implement and complete the proposed issue of the New Units.

Unitholders should note that Resolution 2 (the Proposed Sponsor Subscription) is conditional upon the passing of Resolution 1 (the Proposed CL Shares Acquisition) but Resolution 1 (the Proposed CL Shares Acquisition) is not conditional upon the passing of Resolution 2 (the Proposed Sponsor Subscription). Accordingly, in the event that Resolution 1 is not passed, Resolution 2 will be deemed not to be passed but in the event that Resolution 1 is passed but Resolution 2 is not passed, Resolution 1 will still be regarded to be duly passed.

Details of the Proposed CL Shares Acquisition, the Proposed Sponsor Subscription and other related matters are set out in the Circular. Unless otherwise defined herein, all capitalised terms have the meanings ascribed to them in the Circular.

BY ORDER OF THE BOARD

CapitaLand India Trust Management Pte. Ltd.

(Registration Number: 200412730D)

as Trustee-Manager of CapitaLand India Trust

Hon Wei Seng

Company Secretary

Singapore

24 March 2023

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NOTICE OF EXTRAORDINARY GENERAL MEETING

IMPORTANT NOTICE:

1. Arrangements for conduct of the EGM

The EGM will be held in a wholly physical format at Canning Ballroom, Level 4, Raffles City Convention Centre, 80 Bras Basah Road, Singapore 189560 on Monday, 17 April 2023 at 4.00 p.m. (Singapore Time) (or as soon thereafter following the conclusion or adjournment of the AGM of CLINT to be held at 2.30 p.m. (Singapore Time) on the same day and at the same place), pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. There will be no option to participate virtually.

Printed copies of this Notice of EGM dated 24 March 2023 (the "Notice of EGM") will not be sent to Unitholders. Instead, this Notice of EGM will be sent to Unitholders by electronic means via publication on CLINT's website at the URL https://investor.clint.com.sg/agm.htmland will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements.

Arrangements relating to:

1. attendance at the EGM by Unitholders, including SRS investors, and (where applicable) duly appointed proxy(ies);
2. submission of questions to the Chairman of the EGM by Unitholders, including SRS investors, in advance of, or at, the EGM, and addressing of substantial and relevant questions in advance of, or at, the EGM; and
3. voting at the EGM by Unitholders, including SRS investors, or (where applicable) duly appointed proxy(ies),

are set out in paragraphs 2 to 5 below.

Unitholders, including SRS investors, who do not wish to, or are unable to, attend the EGM in person but who wish to watch the EGM proceedings, may do so remotely by accessing a live webcast of the EGM if they have registered to do so, details of which are set out in paragraph 6 below. They will not be able to submit questions or vote remotely via the live webcast of the EGM proceedings, and should refer to paragraphs 3 to 5 below if they wish to submit questions and/or vote.

1. Attend in person at the EGM
   Unitholders, including SRS investors, and (where applicable) duly appointed proxy(ies) will be able to attend the EGM in person. They will first need to register personally at the registration counter(s) outside the EGM venue on the day of the event, and should bring along their NRIC/passport to enable CLINT's Unit Registrar to verify their identity for entry to, and (where applicable) be provided with a handheld device for electronic voting at, the physical meeting.
   Registration will commence at 1.30 p.m. on Monday, 17 April 2023 (Singapore Time). Unitholders are advised not to attend the EGM if they are feeling unwell.
2. Question and answer
   Unitholders, including SRS investors, can submit questions in advance of, or at, the EGM. Submit questions in advance of the EGM
   Unitholders, including SRS investors, can submit to the Chairman of the EGM substantial and relevant questions related to the resolutions to be tabled for approval at the EGM in advance of the EGM. Such questions must be received by the Trustee-Manager no later than 2.30 p.m. on Saturday, 15 April 2023 (Singapore Time) and can be submitted in the following manner:
3. 1. by post to the office of CLINT's Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632;

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1. via email to CLINT's Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at CLINT2023@boardroomlimited.com; or
2. via CLINT's website athttps://investor.clint.com.sg/agm.html.

Unitholders, including SRS investors, who submit questions by post or via email must provide the following information for authentication:

1. the Unitholder's full name;
2. the Unitholder's address; and
3. the manner in which the Unitholder holds Units (e.g., via CDP and/or SRS). Ask questions at the EGM

Unitholders, including SRS investors, and, where applicable, their duly appointed proxy(ies) can also ask the Chairman of the EGM substantial and relevant questions related to the resolutions to be tabled for approval at the EGM itself.

Addressing questions

The Trustee-Manager will address all substantial and relevant questions (which are related to the resolutions to be tabled for approval at the EGM) received from Unitholders by the 15 April 2023 submission deadline by publishing the responses to such questions on CLINT's website at the URL https://investor.clint.com.sg/ agm.htmland the SGX website at the URL https://www.sgx.com/securities/company-announcementsprior to the EGM.

Any subsequent clarifications sought, or substantial and relevant follow-up questions (which are related to the resolutions to be tabled for approval at the EGM) received after the 15 April 2023 submission deadline which have not already been addressed prior to the EGM, as well as those substantial and relevant questions received at the EGM itself, will be addressed during the EGM. Where substantially similar questions are received, the Trustee-Manager will consolidate such questions and consequently, not all questions may be individually addressed.

The Trustee-Manager will publish the minutes of the EGM on CLINT's website and on the SGX website, and the minutes will include the responses to the substantial and relevant questions which are addressed during the EGM.

4. Vote in person, or appoint proxy(ies) to vote, at the EGM

Unitholders can vote at the EGM themselves or through their duly appointed proxy(ies). Voting at the EGM

Upon their registration at the EGM venue, Unitholders, including SRS investors, and (where applicable) duly appointed proxy(ies), will be provided with a handheld device for electronic voting at the physical meeting.

Appointment of proxy(ies)

A Unitholder who wishes to appoint a proxy(ies) must complete the instrument appointing a proxy(ies), before submitting it in the manner set out below. A proxy need not be a Unitholder.

A Unitholder who is not a relevant intermediary (as defined below) is entitled to appoint not more than two proxies to attend, speak and vote at the EGM. Where such Unitholder's instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the unitholding concerned to be represented by each proxy must be specified in the instrument appointing a proxy(ies).

A Unitholder who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different Unit or Units held by such Unitholder. Where such Unitholder's instrument appointing a proxy(ies) appoints more than two proxies, the number and class of Units held in relation to which each proxy has been appointed must be specified in the instrument appointing a proxy(ies).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

A Unitholder who wishes to submit an instrument appointing a proxy(ies) must do so in the following manner:

1. if submitted by post, by completing and signing the Proxy Form, before lodging it with CLINT's Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
2. if submitted electronically:
3. 1. via email, by completing and signing the Proxy Form, before attaching and sending a clear scanned PDF copy of it to CLINT's Unit Registrar at CLINT2023@boardroomlimited.com; or
   2. via the EGM website, by completing and authorising the appointment using the online proxy appointment process, through the EGM website at the URLhttps://investor.clint.com.sg/agm.html,

in each case, by 4.00 p.m. on Saturday, 15 April 2023 (Singapore Time), being 48 hours before the time fixed for the EGM.

Where an instrument appointing a proxy(ies) is executed by an attorney under a power of attorney or other authority on behalf of the appointor, or by a corporation under its common seal, such instrument appointing a proxy(ies) may only be submitted by post or via email using the Proxy Form, and not via the EGM website.

The Proxy Form can be downloaded from CLINT's website at the URL https://investor.clint.com.sg/agm.htmlor the SGX website at the URL https://www.sgx.com/securities/company-announcements. Printed copies of the Proxy Form will not be sent to Unitholders.

Completion and submission of an instrument appointing a proxy(ies) by a Unitholder will not prevent him/her from attending, speaking and voting at the EGM if he/she so wishes. The appointment of the proxy(ies) for the EGM shall be deemed to be revoked if the Unitholder attends the EGM in person, and in such event, the Trustee-Manager reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy(ies) to the EGM.

SRS investors who wish to exercise their voting rights at the EGM can refer to paragraph 5 below, for more information.

5. Persons who hold Units through relevant intermediaries

Persons who hold Units through relevant intermediaries, other than SRS investors, and who wish to participate in the EGM by:

1. attending the EGM in person;
2. submitting questions to the Chairman of the EGM in advance of, or at, the EGM; and/or
3. voting at the EGM (i) themselves; or (ii) by appointing the Chairman of the EGM as proxy to vote on their behalf,

should contact the relevant intermediary through which they hold such Units as soon as practicable in order for the necessary arrangements to be made for their participation in the EGM.

SRS investors:

1. may attend, speak and vote at the EGM if they are appointed as proxies by their respective SRS Operators, and should contact their respective SRS Operators as soon as practicable if they have any queries regarding their appointment as proxies; or
2. (as an alternative to (A) above) may appoint the Chairman of the EGM as proxy to vote on their behalf at the EGM, in which case they should approach their respective SRS Operators to submit their votes by 5.00 p.m. on Tuesday, 4 April 2023 (Singapore Time), being seven working days before the date of the EGM. For avoidance of doubt, SRS investors will not be able to appoint third party proxy(ies) (i.e., persons other than the Chairman of the EGM) to vote live at the EGM on their behalf.

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