Conflicts Resolution

Keppel Land Limited has confirmed that, together with its wholly-owned subsidiaries, it will not invest (other than in situations of co-investment with third parties) in any completed commercial office property which is income-producing for the sole purpose of long term investment holding and which is suitable for investment by a real estate investment trust by reference to the stated investment strategy of K-REIT Asia as notified by K-REIT Asia Management Limited to Keppel Land from time to time so long as the Manager acts as manager of K-REIT Asia or Keppel Land and/or any one or more of its subsidiaries have interest of at least 50% in the Manager. Keppel Land will however continue to invest and operate the commercial office properties which it currently holds.

Keppel Land has interests in five corporations with investment objectives that may overlap with those of K-REIT Asia. These corporations comprise Alpha Investments Partners Limited (a subsidiary), Asia Real Estate Fund Management Limited (an associated company), and Dragon Land Limited, Keppel Philippines Properties, Inc. and Keppel Thai Properties Public Co Limited, each of which is a subsidiary. Each such subsidiary and associated company (as the case may be), through its independent Board and management team, is responsible for pursuing and securing acquisitions of suitable properties on a stand-alone basis.

Keppel Land will address these potential overlapping interests as between K-REIT Asia and these five corporations to ensure that potential conflicts of interest are dealt with in a manner that is equitable to K-REIT Asia.

In order to implement this intent, Keppel Land has undertaken to K-REIT Asia that if any completed investment property used or predominantly used for commercial purposes and which is income-producing (a "Targeted Property”) is identified by Keppel Land as being suitable for acquisition by K-REIT Asia (other than in situations of co-investment with third parties):-

1. Keppel Land shall ascertain whether such Targeted Property is suitable for investment by K-REIT Asia by reference to its stated investment strategies (as communicated to Keppel Land by K-REIT Asia from time-to-time); and
2. if, through such process, Keppel Land ascertains that such Targeted Property is suitable for investment by K-REIT Asia, Keppel Land shall promptly give to K-REIT Asia all information relating to the Targeted Property that is in its possession.

Such undertaking of Keppel Land shall cease to apply if:-

1. the Manager ceases to act as manager of K-REIT Asia; or
2. Keppel Land and/or any one or more of its subsidiaries ceases to have an interest of at least 50% in the Manager. Keppel Land has undertaken that a new undertaking to K-REIT Asia on the same terms as set out above will be put in place whensoever it comes to hold a majority interest of at least 50% in the Manager, after having ceased to have such a majority interest.

K-REIT Asia, the Manager and its management team, will be responsible for pursuing and securing the acquisition of the Targeted Property.

The Conflicts Resolution procedure put in place is one element of an equivalent alternative to the practice of the grant of a right of first refusal. Keppel Land has indicated that such a grant is neither desirable nor feasible for the following reasons:

• No such arrangement is presently in place in any of the above noted five corporations;
• Grant of such a right may be opposed by one or more of the third party investors in these corporations; and
• Such action may adversely affect Keppel Land's ability to raise funds from these or other third parties, thereby stifling an important strategic objective.

In consideration of the above, the respective Boards have agreed that the following elements comprise an equivalent alternative that is equitable for all relevant parties:

• The confirmation from Keppel Land that, together with its wholly-owned subsidiaries, it will not invest (other than in situations of co-investment with third parties) in any completed commercial office property which is income-producing for the sole purpose of long term investment holding and which is suitable for investment by a real estate investment trust by reference to the stated investment strategy of K-REIT Asia as notified by K-REIT Asia Management Limited to Keppel Land from time to time so long as the Manager acts as manager of K-REIT Asia or Keppel Land and/or any one or more of its subsidiaries have interest of at least 50% in the Manager;
• The stated intention by Keppel Land to use its resources and experience to support K-REIT Asia. Specifically, Keppel Land has indicated that it will make available from time to time as it considers appropriate, property investment and evaluation expertise and assistance and advice on the management and maintenance of investments acquired by K-REIT Asia; and
• The Conflicts Resolution procedure provides K-REIT Asia with notification of the availability of a Targeted Property, as well as all information relating to the Targeted Property in Keppel Land's possession at the time of the proposed acquisition. With such information, K-REIT Asia can compete on a level playing field with any other party seeking to acquire the Targeted Property. K-REIT Asia's ability to acquire such Targeted Property will depend on the attractiveness of K-REIT Asia's offer to the vendor. It is also within K-REIT Asia's discretion to elect to collaborate with any such other party seeking to acquire the Targeted Property.