ASCOTT RESIDENCE TRUST

Circular dated 30 January 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility for the accuracy of anystatements or opinions made, or reports contained, in this Circular. If you are in any doubt as to the action youshould take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisorimmediately.

Approval in-principle has been obtained from the SGX-ST for the listing of and quotation for the new units (the“New Units”) in Ascott Residence Trust (“ART”) to be issued for the purpose of the Equity Fund Raising (as definedherein) on the Main Board of the SGX-ST. The SGX-ST’s approval in-principle is not an indication of the merits ofART, the Units or the Equity Fund Raising.

If you have sold or transferred all your units in ART (the “Units”), you should immediately forward this Circular,together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, tothe purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer waseffected for onward transmission to the purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securitiesfor sale into the United States. The Units may not be offered or sold in the United States or to, or for the accountor benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act of 1933, as amended)unless they are registered or exempt from registration. There will be no public offer of securities in the UnitedStates.

ASCOTT RESIDENCE TRUST(a unit trust constituted on 19 January 2006 under the laws of the Republic of Singapore)

MANAGED BY

ASCOTT RESIDENCE TRUST MANAGEMENT LIMITED

CIRCULAR TO UNITHOLDERS IN RELATION TO:

(1) THE PROPOSED ISSUE OF NEW UNITS UNDER THE EQUITY FUND RAISING AND A CONSEQUENTADJUSTMENT TO THE DISTRIBUTION PERIOD OF ART;

(2) THE PROPOSED PLACEMENT OF NEW UNITS TO THE ASCOTT GROUP LIMITED, A CONTROLLINGUNITHOLDER, AND ITS SUBSIDIARIES AS PART OF THE EQUITY FUND RAISING;

(3) THE PROPOSED GENERAL MANDATE FOR THE ISSUE OF NEW UNITS; AND

(4) THE PROPOSED SUPPLEMENT TO THE TRUST DEED RELATING TO THE REMUNERATION OF THETRUSTEE.

Joint Financial Advisors

Joint Lead Managers, Bookrunners and Underwriters for the Equity Fund Raising

IMPORTANT DATES AND TIMES FOR UNITHOLDERS

Last date and time for lodgment of Proxy Forms : 21 February 2007 at 3:00 p.m.

Date and time of Extraordinary General Meeting : 23 February 2007 at 3:00 p.m.

Place of Extraordinary General Meeting : STI Auditorium at Level 9,168 Robinson Road, Capital Tower,Singapore 068912

FOR INFORMATION ONLY

TABLE OF CONTENTS

Page

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

LETTER TO UNITHOLDERS

1. Summary of Approvals Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

2. The Target Acquisitions and the Rationale for the Target Acquisitions . . . . . . . . . . . . . . 23

3. Details of the Equity Fund Raising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

4. Details of the Target Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

5. The Proposed Placement to the Ascott Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

6. The Proposed General Mandate to Issue Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

7. The Proposed Supplement to the Trust Deed Relating to the Remuneration of the Trustee. 45

8. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

9. Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

10. Prohibition on Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

11. Action to be Taken by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

12. Directors’ Responsibility Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

13. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

14. Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

15. Unitholders’ Helpline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

APPENDICES

Appendix A Information on the Target Properties and the Existing Properties. . . . . . . . A-1

Appendix B Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Appendix C Proposed Ownership Structure of the Target Properties . . . . . . . . . . . . . . C-1

Appendix D Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

Appendix E Independent Accountants’ Report on the Profit Forecast . . . . . . . . . . . . . . E-1

Appendix F Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Appendix G Summary Valuation Certificates for the Target Properties . . . . . . . . . . . . . G-1

Appendix H Serviced Residences Market Overview Report . . . . . . . . . . . . . . . . . . . . . H-1

Appendix I Proposed Supplement to the Trust Deed Relating to the Remuneration ofthe Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-1

PROXY FORM

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CORPORATE INFORMATION

Directors of Ascott Residence TrustManagement Limited (the manager ofART (the “Manager”))

Mr Lim Jit Poh (Non-Executive Chairman)Mr Liew Mun Leong (Non-Executive Deputy Chairman)Mr Ong Ah Luan Cameron (Non-Executive Director)Mr S. Chandra Das (Non-Executive Director)Mr Paul Ma Kah Woh (Independent Director)Mr David Schaefer (Independent Director)Mr Ku Moon Lun (Independent Director)

Registered Office of Ascott ResidenceTrust Management Limited

8 Shenton Way#13-01 Temasek TowerSingapore 068811

Trustee of ART (the “Trustee”) DBS Trustee Ltd6 Shenton Way #36-02DBS Building Tower OneSingapore 068809

Joint Financial Advisors CapitaLand Financial Services Limited39 Robinson Road#18-01 Robinson PointSingapore 068911

J.P. Morgan (S.E.A.) Limited168 Robinson Road17th Floor Capital TowerSingapore 068912

Joint Lead Managers, Bookrunnersand Underwriters for the Equity FundRaising

DBS Bank Ltd6 Shenton WayDBS Building Tower OneSingapore 068809

J.P. Morgan (S.E.A.) Limited168 Robinson Road17th Floor Capital TowerSingapore 068912

Legal Advisor to the Manager and theTrustee for the Equity Fund Raising

WongPartnershipOne George Street#20-01Singapore 049145

Legal Advisor to the Joint FinancialAdvisors and the Joint LeadManagers, Bookrunners andUnderwriters for the Equity FundRaising

Allen & GledhillOne Marina Boulevard #28-00Singapore 018989

Unit Registrar and Unit Transfer Office Lim Associates (Pte) Ltd3 Church Street, #08-01Samsung HubSingapore 049483

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Independent Accountants KPMG16 Raffles Quay#22-00 Hong Leong BuildingSingapore 048581

Independent Singapore Tax Advisor Ernst & YoungOne Raffles QuayNorth Tower, Level 18Singapore 048583

Independent Valuers For the Australia Target PropertyCB Richard Ellis AustraliaLevel 32, Rialto North Tower525 Collins StreetMelbourne VIC 3000 Australia

For the Japan Target PropertiesJones Lang LaSalle Property Consultants Pte Ltd9 Raffles Place#38-01 Republic PlazaSingapore 048619

For the Philippines Target PropertyHVS International79 Anson Road#11-05Singapore 079906

For the Vietnam Target PropertyHVS International79 Anson Road#11-05Singapore 079906

CB Richard Ellis VietnamUnit 1301, Me Linh Point Tower2 Ngo Duc Ke St., District 1Ho Chi Minh City, Vietnam

Independent Property Consultant Jones Lang LaSalle Property Consultants Pte Ltd9 Raffles Place#38-01 Republic PlazaSingapore 048619

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SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the full textof this Circular. Meanings of defined terms may be found in the Glossary on pages 50 to 58 of thisCircular.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are dueto rounding.

ART’S GEOGRAPHICALLY DIVERSIFIED PAN-ASIAN PORTFOLIO OF EXISTING PROPERTIESAND TARGET ACQUISITIONS

Ascott Residence Trust (“ART”) is the first Pan-Asian serviced residence real estate investment trust,and was established with the objective of investing primarily in real estate and real estate-relatedassets which are income-producing and which are used or predominantly used as serviced residencesor rental housing properties in the Pan-Asian Region (as defined herein).

Comprising an initial asset portfolio of 12 strategically located properties with 2,068 Apartment Units infive countries in the Pan-Asian Region, ART was listed on the SGX-ST with a portfolio size of aboutS$855.8 million. As at the Latest Practicable Date, ART’s portfolio size has expanded to S$961.4million, comprising 15 properties with 2,476 Apartment Units across six countries1. Completion of theTarget Acquisitions (as defined herein) (details of which are set out below) will increase ART’s portfolioto 18 properties, comprising 2,904 Apartment Units across seven countries. The following map showsthe locations of ART’s portfolio of Existing Properties (as defined herein) and Target Properties (asdefined herein).

1 Including 26.8 percent effective interest in the Vietnam Target Property acquired in January 2007. The number of ApartmentUnits as at the Latest Practicable Date includes 172 Apartment Units in Somerset Olympic Tower Property, Tianjin, 64Apartment Units in Somerset Roppongi, Tokyo and 172 Apartment Units in the Vietnam Target Property.

1

Notes:

(1) To be re-branded Ascott Makati.

(2) To be re-branded Somerset Gordon Heights, Melbourne.

2

OVERVIEW OF THE TARGET ACQUISITIONS

The Manager is continually identifying suitable properties for acquisition by ART to provide stable andgrowing distributions to unitholders of ART (the “Unitholders”). In executing its acquisition strategy, theManager seeks to secure yield-accretive acquisitions that meet its investment criteria and leverage onthe increasing popularity of serviced residences and robust economic performance in the Pan-AsianRegion.

The Manager has identified the following properties, namely:

• Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset Gordon Heights,Melbourne upon completion), Australia (the “Australia Target Property”);

• Somerset Azabu East, Tokyo, Japan;

• Somerset Roppongi, Tokyo, Japan (together with Somerset Azabu East, Tokyo, the “JapanTarget Properties”);

• Oakwood Premier Ayala Center (to be re-branded Ascott Makati upon completion) the Philippines(the “Philippines Target Property”); and

• Somerset Chancellor Court, Ho Chi Minh City, Vietnam (the “Vietnam Target Property”),

(collectively, the “Target Properties”) as being suitable for acquisition by ART. The proposedacquisitions are 100.0 percent effective interest in the Australia Target Property (the “Australia TargetAcquisition”), 100.0 percent effective interest in Somerset Azabu East, Tokyo, the remaining 60.0percent beneficiary interest in Somerset Roppongi, Tokyo (together with the acquisition of 100.0percent effective interest in Somerset Azabu East, Tokyo, the “Japan Target Acquisitions”), 100.0percent effective interest in the Philippines Target Property (the “Philippines Target Acquisition”) and40.2 percent effective interest in the Vietnam Target Property (together with 26.8 percent effectiveinterest acquired in January 2007, the “Vietnam Target Acquisition”, and together with the AustraliaTarget Acquisition, Japan Target Acquisitions and Philippines Target Acquisition, the “TargetAcquisitions”). The Target Acquisitions, save for the acquisition of the 26.8 percent effective interestin the Vietnam Target Property which was completed in January 2007, are proposed to be carried outat an aggregate purchase consideration of approximately S$218.6 million.

The Manager intends to raise gross proceeds of approximately S$199.0 million from the Equity FundRaising and additional borrowings of up to S$47.9 million for the following purposes:

(i) finance the Target Acquisitions and associated costs;

(ii) re-finance the loan drawn for the acquisition of the 26.8 percent effective interest in the VietnamTarget Property which was completed in January 2007; and

(iii) balance of the proceeds to be utilised for general corporate and working capital purposes.

Each of the Target Acquisitions was or will be completed at or below its appraised value.

3

The following table shows certain key information relating to the Target Properties:

Property Name Address

Number ofApartment

Units

Net LettableArea

(sq m)

AppraisedValue(1)

(S$ million)

PurchaseConsideration

(S$ million) Title

Australia

Shoan HeightsServicedApartment,Melbourne (to bere-brandedSomerset GordonHeights,Melbourne)

19-25 LittleBourke Street,Melbourne,Victoria 3000,Australia

43 2,137 13.9 13.9 Freeholdestate

Japan

Somerset AzabuEast, Tokyo

No. 1–9−11,Higashi-Azabu,Minato-ku,Tokyo, Japan106–0044

79 4,019 79.8 79.8 Freeholdestate

SomersetRoppongi, Tokyo(2)

No. 3–4−31,Roppongi,Minato-ku,Tokyo, Japan106–0032

64 3,542 60.2 17.0(3)

(for 60.0percent

beneficiaryinterest)

Freeholdestate

The Philippines

Oakwood PremierAyala Center (to bere-branded AscottMakati)

Glorietta 4,Ayala Center,Makati City,Manila, thePhilippines

306 34,282 87.9 84.8 Contract ofLease of 48yearsexpiring on 6January2044, withan option torenew foranother 25years uponthe mutualagreement ofthe parties(4)

Vietnam

SomersetChancellor Court,Ho Chi Minh City(5)

21-23 NguyenThi Minh KhaiStreet, District1, Ho ChiMinh City,Vietnam

172 19,026 72.0 23.1(3)

(for 40.2percenteffectiveinterest)

Leaseholdestate of 48yearsexpiring on 4October2041

Total 664 63,006 313.8 218.6

Notes:

(1) Refers to 100.0 percent of the Target Property.

(2) ART currently holds 40.0 percent beneficiary interest in Somerset Roppongi, Tokyo. ART will acquire the remaining 60.0percent beneficiary interest in Somerset Roppongi, Tokyo.

(3) After adjustments for consolidated net assets and liabilities.

(4) This refers to an amended Contract of Lease to be entered into upon completion of the Philippines Target Acquisition.

(5) In January 2007, ART acquired 40.0 percent of the shares in EATC(S) from unrelated parties, which represents 26.8 percenteffective interest in the Vietnam Target Property. ART is proposing to acquire 60.0 percent of the remaining shares inEATC(S), which represents 40.2 percent effective interest in the Vietnam Target Property.

4

The details of the Target Properties are set out below:

Target Properties

The Australia Target Property

ART is acquiring a freehold property in Australia, namely, Shoan Heights Serviced Apartment,Melbourne (to be re-branded Somerset Gordon Heights, Melbourne), at 19–25 Little Bourke Street,Melbourne, Victoria 3000, Australia from three unrelated third party individuals, namely Tiow Hoe Goh,Kooi Lean Goh and Chew Por Chan.

Located in Melbourne’s central business and financial district, the Australia Target Property is afive-storey serviced residence featuring 43 fully-furnished Apartment Units ranging from studios, oneand two-bedroom apartments to two-bedroom penthouses. Its facilities include a restaurant, advancedsecurity system, daily housekeeping service, valet, dry-cleaning and free laundry facilities.

ART has formed a wholly owned subsidiary called Somerset Gordon Heights (S) Pte. Ltd. (“SGHPL”),a company incorporated in Singapore, which owns 100.0 percent interest in both an Australian unittrust, “Somerset Gordon Heights (Melbourne) Unit Trust” (the “Unit Trust”), and an Australian trusteecompany, Somerset Gordon Heights (Melbourne) Pty. Ltd. (the “Trustee Co”).

The Unit Trust will own 100.0 percent beneficiary interest in the Australia Target Property and theTrustee Co will own 100.0 percent legal interest in the Australia Target Property.

The chart below shows the proposed ownership structure of the Australia Target Property atcompletion:

100%

100%

100% legal interest

Singapore

Australia

100% beneficiary interest

Somerset Gordon Heights(Melbourne) Unit Trust

Shoan Heights Serviced Apartment,Melbourne (to be re-branded Somerset

Gordon Heights, Melbourne)

Somerset Gordon Heights(Melbourne) Pty. Ltd. (Trustee of

Somerset Gordon Heights (Melbourne) Unit Trust)

Somerset Gordon Heights (S) Pte. Ltd.

ART

100%

5

As part of ART’s strategy to actively manage and market its properties, the Manager intends to re-brandthe Australia Target Property as Somerset Gordon Heights, Melbourne after completion of the AustraliaTarget Acquisition. The Australia Target Property will be managed by Ascott International Management(Australia) Pty Ltd, an indirect wholly owned subsidiary of The Ascott Group Limited (“TAG”).

The purchase consideration for the Australia Target Property is A$11.6 million (or approximately S$13.9million2).

The Australia Target Property was appraised by an independent valuer, CB Richard Ellis Australia, andwas valued at A$11.6 million (or approximately S$13.9 million2) as at 5 December 2006.

(Details on the Australia Target Property can be found in Appendix A of this Circular.)

The Japan Target Properties

ART is proposing to acquire two freehold properties in Japan, namely, (i) Somerset Azabu East, Tokyoat No. 1 – 9 – 11, Higashi-Azabu, Minato-ku, Tokyo, Japan 106–0044 and (ii) Somerset Roppongi,Tokyo at No. 3 – 4 – 31, Roppongi, Minato-ku, Tokyo, Japan 106–0032.

Somerset Azabu East, Tokyo

The 14-storey Somerset Azabu East, Tokyo is located in the upscale Azabu district of Minato-ku inTokyo’s central business district, and is within walking distance to the Akabanebashi, Shibakoen andKamiyacho subway stations. Comprising 79 fully-furnished Apartment Units ranging from studios toone-bedroom apartments, Somerset Azabu East, Tokyo offers facilities such as an indoor swimmingpool, fitness centre, roof-top barbeque terrace, 24-hour reception and security, residents’ lounge,dry-cleaning and laundry services and car park.

ART will acquire Somerset Azabu East, Tokyo from Mitsubishi Estate Co., Ltd. To effect the acquisition,ART has set up two wholly owned companies incorporated in Singapore, namely Somerset Azabu EastInvestment (S) Pte. Ltd. and Somerset Azabu East (S) Pte. Ltd.. Somerset Azabu East Investment (S)Pte. Ltd. will register a new Japanese branch in Tokyo, which will in turn own 51.0 percent of thepreferred shares in a new tokutei mokuteki kaisha3, Somerset Azabu East TMK, to be set up under theJapan Law Regarding Securitization of Assets (No. 105 of 1998, as amended) (“SAE TMK”). SomersetAzabu East (S) Pte. Ltd. will directly own 49.0 percent of the preferred shares and 100.0 percent of thecommon shares in SAE TMK. SAE TMK will own 100.0 percent effective interest in Somerset AzabuEast, Tokyo.

As a result, ART will, through SAE TMK, own 100.0 percent effective interest in Somerset Azabu East,Tokyo. Post-completion, Somerset Azabu East, Tokyo will continue to be managed by AscottInternational Management Japan Company Limited which is 60.0 percent owned by TAG and 40.0percent owned by Mitsubishi Estate Co., Ltd.

2 Based on an exchange rate of A$1.00 to S$1.20.

3 A special purpose vehicle incorporated under the Japan Law Regarding Securitization of Assets (No. 105 of 1998, asamended).

6

The chart below shows the proposed ownership structure of Somerset Azabu East, Tokyo atcompletion:

Somerset Azabu EastInvestment (S) Pte. Ltd.

(Japanese branch)(to be set up)

100%

Japan

100% 100%

51% preferredshares

49% preferredshares and 100%common shares

ART

Somerset Azabu East Investment (S) Pte. Ltd.

Singapore


Somerset Azabu East (S) Pte. Ltd.

Somerset Azabu East TMK(to be set up)

100%

Somerset Roppongi, Tokyo

Located in the bustling Roppongi district in the heart of Minato-Ku, in the centre business district ofTokyo, Somerset Roppongi, Tokyo is a 13-storey building with one basement level. The propertycomprises 64 fully-furnished Apartment Units ranging from studios, one-bedroom apartments totwo-bedroom apartments, and features facilities such as a fitness centre, residents’ lounge, 24-hourreception and security, dry-cleaning and laundry services, 24-hour convenience store, cafe and carpark.

ART, through its wholly owned subsidiary, Somerset Roppongi (Japan) Pte. Ltd. (“SRJPL”), currentlyholds 40.0 percent beneficiary interest in Somerset Roppongi, Tokyo through its ownership of 40.0percent of the preferred shares and 25.0 percent of the common shares in MEC Roppongi TokuteiMokuteki Kaisha, a tokutei mokuteki kaisha incorporated under the Japan Law RegardingSecuritization of Assets (No. 105 of 1998, as amended) (“MEC TMK” to be renamed as “SomersetRoppongi TMK”).

7

ART will acquire the remaining 60.0 percent beneficiary interest in Somerset Roppongi, Tokyo fromMitsubishi Estate Co., Ltd and MEC Roppongi Funding Corporation. To effect the acquisition, ART hasset up a wholly owned company incorporated in Singapore named Somerset Roppongi (S) Pte. Ltd..Somerset Roppongi (S) Pte. Ltd. will register a new Japanese branch to be set up in Tokyo which willown 60.0 percent of the preferred shares in MEC TMK (to be renamed as “Somerset Roppongi TMK”).The remaining 75.0 percent of the common shares in Somerset Roppongi TMK will be acquired bySRJPL.

Post-completion, Somerset Roppongi TMK’s trust arrangement in Japan will be terminated andSomerset Roppongi TMK will be the registered owner of Somerset Roppongi, Tokyo. As a result, ARTwill own 100.0 percent effective interest in the property via Somerset Roppongi TMK. The property willcontinue to be managed by Ascott International Management Japan Company Limited which is 60.0percent owned by TAG and 40.0 percent owned by Mitsubishi Estate Co., Ltd.

The chart below shows the proposed ownership structure of Somerset Roppongi, Tokyo at completion:


MEC Roppongi TMK(to be renamed

Somerset Roppongi TMK)

ART

100% 100%

Japan

100%

Somerset Roppongi (S) Pte. Ltd.(Japanese branch)

(to be set up)

Somerset Roppongi (S)Pte. Ltd.

60% preferredshares

40% preferredshares and

100% common shares

Singapore

Somerset Roppongi (Japan)Pte. Ltd.

100%

8

The purchase consideration for the 100.0 percent effective interest in Somerset Azabu East, Tokyo is¥5.7 billion (or approximately S$79.8 million4) and the purchase consideration for the 60.0 percentbeneficiary interest in Somerset Roppongi, Tokyo is ¥1.2 billion (or approximately S$17.0 million4) afteradjustment for consolidated net assets and liabilities.

The Japan Target Properties were appraised by an independent valuer, Jones Lang LaSalle PropertyConsultants Pte Ltd. Somerset Azabu East, Tokyo was valued at ¥5.7 billion (or approximately S$79.8million4) and Somerset Roppongi, Tokyo was valued at ¥4.3 billion (or approximately S$60.2 million4),as at 3 January 2007.

(Details on the Japan Target Properties can be found in Appendix A of this Circular.)

The Philippines Target Property

ART is acquiring a property in the Philippines, namely, Oakwood Premier Ayala Center (to bere-branded Ascott Makati), which is located at Glorietta 4, Ayala Center, Makati City, Manila, thePhilippines.

The Philippines Target Property consists of two serviced apartment towers of 21 floors with 306fully-furnished Apartment Units, first floor access lobby, fitness centre and restaurant, serviced offices,meeting rooms, 256 car park lots, gymnasium, tennis courts, business centre, swimming pool andlaundry room. The two serviced apartment towers are linked together by a four-level podium retail mallerected over three basement levels of car park lots.

ART is acquiring 100.0 percent interest in the Philippines Target Property through the acquisition of100.0 percent of the issued shares in Makati Property Ventures Inc. (“MPVI”) from Ayala Hotels Inc. andOcmador Philippines, B.V. ART has set up a Singapore special purpose vehicle, Ascott Manila Pte. Ltd.,for the purpose of owning MPVI through another holding company to be set up in the Philippines, whichwill be named Ascott Makati, Inc.. MPVI, a special purpose vehicle incorporated in the Philippines withlimited liability, has entered into a contract of lease with Ayala Land Inc. (the “Contract of Lease”), theregistered and legal owner of the land on which the Philippines Target Property sits. Upon completionof the Philippines Target Acquisition, MPVI and Ayala Land Inc. will enter into an amended Contract ofLease which will expire on 6 January 2044. Upon mutual agreement of both parties, the term of theContract of Lease may be renewed for another 25 years.

4 Based on an exchange rate of ¥1 to S$0.014.

9

The chart below shows the proposed ownership structure of the Philippines Target Property atcompletion:

100%

Makati Property Ventures Inc.

Ascott Makati

Ascott Makati, Inc.

Ascott Manila Pte. Ltd.

ART

100%

100%

100%

Contract ofLease

Singapore

The Phillippines

Ayala Land Inc.

The purchase consideration for the Philippines Target Acquisition is PHP 2.7 billion (or approximatelyS$84.8 million5), comprising the entire issued shares of MPVI of PHP 1.66 billion (or approximatelyS$52.1 million5) and the assignment of shareholder loans of PHP 1.04 billion (or approximately S$32.7million5) (subject to the price adjustments for the net liabilities of MPVI as at completion of thePhilippines Target Acquisition).

The Philippines Target Property was appraised by an independent valuer, HVS International, and wasvalued at PHP 2.8 billion (or approximately S$87.9 million5) as at 1 November 2006.

The Philippines Target Property will be managed by Scotts Philippines Inc., a wholly owned subsidiaryof TAG. Scotts Philippines Inc. will be appointed on completion of the Philippines Target Acquisition.

(Details on the Philippines Target Property can be found in Appendix A of this Circular.)

The Vietnam Target Property

ART is acquiring a property in Vietnam, namely, Somerset Chancellor Court, Ho Chi Minh City at 21–23Nguyen Thi Minh Khai Street, District 1, Ho Chi Minh City, Vietnam.

The Vietnam Target Property is a leasehold estate with a leasehold period of 48 years expiring on 4October 2041. The Vietnam Target Property is strategically located in the business, diplomatic and

5 Based on an exchange rate of PHP 1 to S$0.0314.

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shopping district (District 1) in Ho Chi Minh City and comprises 172 fully-furnished Apartment Unitsranging from studios to three-bedroom apartments. The property offers guests facilities such as abusiness centre, swimming pool and steam room, fully-equipped gymnasium, hair and beauty salon,24-hour reception and security, and a residents’ lounge with a library.

The Vietnam Target Property is owned by Saigon Office and Serviced Apartment Company Limited, a67.0 percent subsidiary of East Australia Trading Company (S) Pte Ltd (“EATC(S)”). The remaining33.0 percent interest in Saigon Office and Serviced Apartment Company Limited is owned by BenThanh Corporation, a state-owned enterprise in Vietnam. In January 2007, ART acquired 40.0 percentof the shares in EATC(S) from unrelated parties, which represents 26.8 percent effective interest in theVietnam Target Property.

ART is acquiring the remaining 60.0 percent of the shares in EATC(S) which represents 40.2 percenteffective interest in the Vietnam Target Property for US$14.4 million (or approximately S$23.1 million6).The vendor of the remaining 60.0 percent of the shares in EATC(S) is The Ascott Holdings Limited (awholly owned subsidiary of TAG).

For the purpose of the acquisition of the remaining 60.0 percent of the shares in EATC(S), The AscottHoldings Limited is considered to be an “interested party” under the Property Funds Guidelines (asdefined herein) and an “interested person” under the Listing Manual for the SGX-ST (the “ListingManual”), and the acquisition of the remaining 60.0 percent of the shares in EATC(S) is accordingly aninterested party transaction under the Property Funds Guidelines and an interested person transactionunder Chapter 9 of the Listing Manual. Paragraph 5 of the Property Funds Guidelines requires, interalia, approval of Unitholders for an interested party transaction whose value exceeds 5.0 percent ofART’s latest audited net asset value (the “NAV”). Chapter 9 of the Listing Manual imposes a similarrequirement for an interested person transaction if the value thereof exceeds 5.0 percent of ART’s latestaudited net tangible asset (the “NTA”). As at the Latest Practicable Date, ART has not prepared anyaudited financial statements. 5.0 percent of ART’s latest unaudited NAV and NTA as at 31 December2006 is approximately S$33.1 million. Accordingly, the purchase consideration for the remaining 60.0percent of the shares in EATC(S) of S$23.1 million does not exceed 5.0 percent of ART’s latestunaudited NTA or NAV.

In view of the foregoing, Unitholders’ approval for the abovementioned acquisition is not required. TheAudit Committee of the Manager has reviewed and approved the Vietnam Target Acquisition. Uponcompletion of the acquisition of the remaining 60.0 percent of the shares in EATC(S), ART will own100.0 percent of the shares in EATC(S) which represents 67.0 percent effective interest in the VietnamTarget Property.

6 Based on an exchange rate of US$1.00 to S$1.60

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The chart below shows the proposed ownership structure of the Vietnam Target Property at completion:

100%

Saigon Office and Serviced ApartmentCompany Limited

(Joint Venture Company)

Somerset Chancellor Court,Ho Chi Minh City

ART

67%

100%

Singapore

East Australia Trading Company(S) Pte Ltd

Ben ThanhCorporation

(Local Partner)

Vietnam

33%

Pursuant to Paragraph 5 of the Property Funds Guidelines, two independent valuations of real estateassets which are acquired from an interested party must be made, one of which must be commissionedindependently by the Trustee. The Vietnam Target Property was appraised by two independent valuersand was valued at US$45.0 million (or approximately S$72.0 million6) by HVS International as at 1December 2006 and US$45.0 million (or approximately S$72.0 million6) by CB Richard Ellis Vietnamas at 31 December 2006, respectively.

The Manager intends to utilise the proceeds from the Equity Fund Raising to fund the acquisition of theremaining 60.0 percent of the shares in EATC(S) which represents 40.2 percent effective interest in theVietnam Target Property as well as to re-finance the loan drawn for the acquisition of the 40.0 percentof the shares in EATC(S) which represents 26.8 percent effective interest in the Vietnam TargetProperty, which was completed in January 2007.

The property has been managed by Ascott International Management (2001) Pte Ltd (a wholly ownedsubsidiary of TAG) since 1 November 1995. The management contract has since been extended foranother 10 years from 1 September 2006.

(Details about the Vietnam Target Property can be found in Appendix A of this Circular.)

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Benefits of the Target Acquisitions to Unitholders

ART’s acquisition growth strategy is underpinned by its key financial objective to provide Unitholderswith a competitive rate of return on their investment by offering regular, stable and growing distributionsand NAV per Unit. In this regard, the Manager adopts a rigorous and disciplined investment approachwhen evaluating potential acquisitions to enhance returns to Unitholders through increasingdistributions, growing ART’s portfolio size and enhancing diversification of ART.

The Target Acquisitions are in line with the Manager’s key objectives to deliver stable and growingdistributions to Unitholders through yield accretive acquisitions and active management of assets. Theyare expected to be well-positioned to capture the growing demand for serviced residences in thePan-Asian Region.

Accordingly, the Manager believes that the Target Acquisitions will bring the following benefits toUnitholders:

(i) Improved earnings and distribution per unit (“DPU”)

The Manager believes that Unitholders will enjoy a higher DPU due to the yield accretive natureof the Target Acquisitions.

The Manager expects REVPAU for the Enlarged Portfolio to be S$124 for the Forecast Period2007, compared to S$121 for the Existing Properties in the same period. Average Daily Rates forthe Enlarged Portfolio is expected to be S$146 for the Forecast Period 2007, which is higher thanthe Average Daily Rates of the Existing Properties of S$142. Average occupancy rates for theExisting Properties and for the Enlarged Portfolio are expected to be around 85 percent for theForecast Period 2007.

Assuming an Issue Price of S$1.70 per New Unit and that 117.1 million New Units are issuedunder the Equity Fund Raising, ART’s annualised forecast DPU for the Forecast Period 2007 uponcompletion of the Target Acquisitions and the Equity Fund Raising is approximately 7.14 cents,representing a distribution yield of approximately 4.2 percent. This represents a DPU accretion ofapproximately 9.3 percent over the forecast DPU of 6.53 cents based on the Existing Propertiesfor the same period.

Accretion

+9.3%6.53 cents

7.14 cents

Existing Properties Enlarged Portfolio

Annualised DPU for the Forecast Period 2007

The Target Acquisitions will offer DPU accretion

Note: Assuming the Target Acquisitions were completed on 1 April 2007 and an illustrative Issue Price of S$1.70per New Unit under the Equity Fund Raising. Chart is not drawn to scale.

The Target Acquisitions also provide opportunities for asset enhancements such as selectiverenovation and potential reconfiguration of rooms to increase lettable space and providevalue-added facilities to guests to potentially improve earnings further.

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(ii) Increased portfolio scale and diversification

In line with the Manager’s investment strategy of investing in a diversified portfolio of strategicallylocated quality serviced residences, the Target Acquisitions will expand ART’s portfolio from 2,476Apartment Units in 15 properties across six countries as at the Latest Practicable Date7 to 2,904Apartment Units in 18 properties across seven countries, namely, Singapore, Australia, China,Indonesia, Japan, the Philippines and Vietnam.

Australia is a new addition to ART’s geographical presence, giving it a platform to further expandin this established serviced residence market. ART’s increased presence in Japan also gives itfurther exposure to a stable market whilst its investments in the Philippines and Vietnam will offerexposure to two growing emerging economies.

With the inclusion of the Target Properties, ART’s Property Values (as defined herein) will increaseto approximately S$1.2 billion.

(iii) Increased free float

With the proposed issue of New Units under the Equity Fund Raising and assuming that ARTissues 117.1 million New Units at an illustrative Issue Price of S$1.70 per New Unit, the free floatof ART is expected to increase from the current 29.6 percent to 37.7 percent upon completion ofthe Equity Fund Raising8. The market capitalisation of ART is expected to increase from S$942.4million as at the Latest Practicable Date to approximately S$1,165.2 million, upon the completionof the Equity Fund Raising8 based on a market price of S$1.89 per Unit.

Each of these benefits is elaborated at paragraph 2.3 of the Letter to Unitholders.

Competitive Strengths of the Target Properties

The Manager believes that the Target Properties enjoy the following competitive strengths:

• Strategic locations within the respective cities’ central business districts;

• Fully-furnished quality serviced residences;

• Quality guest profile which is diversified across market segments and industries; and

• Exposure to both growing and stable markets in the Pan-Asian Region.

Each of these competitive strengths is elaborated at paragraph 2.4 of the Letter to Unitholders.

SUMMARY OF APPROVALS SOUGHT

The Equity Fund Raising will comprise:

(i) a non-renounceable preferential offering of New Units of one New Unit for every 10 Existing Units(as defined herein) held on the Preferential Offering Books Closure Date (as defined herein)(fractions of a Unit to be disregarded) to Singapore Registered Unitholders (the “PreferentialOffering”);

(ii) an offering of New Units to retail investors in Singapore through the automated teller machines(“ATMs”) of DBS Bank (including ATMs of POSB) on a “first-come, first-served” basis (the “ATMOffering”); and

7 Including 26.8 percent effective interest in the Vietnam Target Property acquired in January 2007. The number of ApartmentUnits as at the Latest Practicable Date includes 172 Apartment Units in Somerset Olympic Tower Property, Tianjin, 64Apartment Units in Somerset Roppongi, Tokyo and 172 Apartment Units in the Vietnam Target Property.

8 Including 0.8 million Units to be issued to the Manager prior to the commencement of the Equity Fund Raising in respectof management fees and acquisition fees payable in Units.

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(iii) a placement of New Units to institutional and other investors (the “Private Placement”).

The Equity Fund Raising has been structured with the following objectives in mind:

(i) to reward existing Unitholders through the Preferential Offering; and

(ii) to increase the free float of ART through the ATM Offering and the Private Placement.

In relation to this, each of Somerset Capital Pte Ltd and pFission Pte Ltd, wholly owned subsidiaries ofCapitaLand Limited, has confirmed that it does not intend to take up its provisional allocation of NewUnits under the Preferential Offering to allow for greater free float of the Units. In order to increaseART’s free float, these Units will then be placed out under the ATM Offering and the Private Placement.Assuming that Unitholders’ approval is obtained for the Equity Fund Raising and that approximately117.1 million New Units are issued at an illustrative Issue Price of S$1.70 per New Unit, CapitaLandLimited will remain a Controlling Unitholder with an indirect interest of approximately 34.6 percentthrough Somerset Capital Pte Ltd and pFission Pte Ltd after the completion of the Equity Fund Raising.

The Manager is seeking approvals from Unitholders for the resolutions stated below:

(1) The Proposed Issue of New Units under the Equity Fund Raising and a ConsequentAdjustment to the Distribution Period of ART (Extraordinary Resolution)

The proposed issue of such number of New Units at the Issue Price so as to raise gross proceedsof approximately S$199.0 million in order to, inter alia, part finance the Target Acquisitions andassociated costs, and a consequent adjustment to the distribution period of ART to take intoaccount the Equity Fund Raising.

(2) The Proposed Placement of New Units to the Ascott Group (Ordinary Resolution)

The proposed placement of New Units to TAG, a Controlling Unitholder, and its subsidiaries(collectively, the “Ascott Group”) as part of the Equity Fund Raising to maintain their respectivepre-placement unitholdings, in percentage terms (the “Ascott Group Placement”).

(3) The Proposed General Mandate for the Issue of New Units (Extraordinary Resolution)

The proposed general mandate to be given to the Manager for the issue of up to 50.0 percent ofthe number of Units in issue after the Equity Fund Raising (taking into account Units issuedpursuant to the Equity Fund Raising), with a sub-limit of 20.0 percent of the number of Units inissue after the Equity Fund Raising (taking into account Units issued pursuant to the Equity FundRaising) for an issue of Units other than on a pro-rata basis to existing Unitholders, without theprior specific approval of Unitholders in a general meeting (the “General Mandate”), pursuant toRule 887(1) of the Listing Manual.

(4) The Proposed Supplement to the Trust Deed Relating to the Remuneration of the Trustee(Extraordinary Resolution)

The proposed supplement to the Trust Deed relating to the remuneration of the Trustee (the“Trustee Remuneration Supplement”) for the purpose of reflecting the Manager’s intention topay the Trustee remuneration which is based on the value of Deposited Property rather thanProperty Values (as set out in a fee letter dated 15 November 2005) as well as align theremuneration of the Trustee with market practice.

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RESOLUTION 1: THE EQUITY FUND RAISING

The Equity Fund Raising

The Manager intends to issue New Units so as to raise gross proceeds of approximately S$199.0million from the Equity Fund Raising and additional borrowings of up to S$47.9 million to (i) finance theTarget Acquisitions and associated costs; (ii) re-finance the loan drawn for the acquisition of 26.8percent effective interest in the Vietnam Target Property which was completed in January 2007; and (iii)the balance of the proceeds to be utilised for general corporate and working capital purposes.

The Joint Lead Managers, Bookrunners and Underwriters for the Equity Fund Raising (excluding theNew Units to be subscribed for by the Ascott Group pursuant to the Undertaking (as defined herein))are DBS Bank and JPMorgan. (See paragraph 1.2 of this Circular for further details of the Undertaking.)

It is intended that the Equity Fund Raising will comprise:

(i) a non-renounceable preferential offering of New Units of one New Unit for every 10 Existing Unitsheld on the Preferential Offering Books Closure Date (fractions of a Unit to be disregarded) toSingapore Registered Unitholders (the “Preferential Offering”);

(ii) an offering of New Units to retail investors in Singapore through the ATMs of DBS Bank (includingATMs of POSB) on a “first-come, first-served” basis (the “ATM Offering”); and


Assuming 117.1 million New Units are issued at an illustrative Issue Price of S$1.70 per New Unit, thePreferential Offering will comprise approximately 49.9 million New Units9 (subject to the RoundingMechanism), and the ATM Offering and the Private Placement will together comprise approximately67.2 million New Units.

The actual allocation of the number of New Units to the ATM Offering and the Private Placement willbe determined between the Manager and the Joint Lead Managers, Bookrunners and Underwriters ata later date when the Issue Price is determined.

The Manager’s analyses of the Target Acquisitions in this Circular are made on the basis that ART willproceed with all the Target Acquisitions. The analyses (including the analysis on the forecast DPU andthe forecast distribution yield) will vary accordingly if the Manager completes only some, but not all, ofthe Target Acquisitions.

Subject to the relevant laws and regulations, the net proceeds of the Equity Fund Raising may be used,at the Manager’s absolute discretion, to part finance and/or re-finance all or only some of the TargetAcquisitions and/or to acquire any other suitable property or properties for ART and/or re-finance otherexisting borrowings and/or for general corporate and working capital purposes. While the Managercurrently intends to apply the proceeds towards, inter alia, partially financing and/or re-financing theTarget Acquisitions, the Equity Fund Raising is not subject to or conditional upon completion of all orany of the Target Acquisitions.

Unitholders should also note that, in line with ART’s acquisition growth strategy, the Manager isconstantly sourcing for suitable properties to enhance ART’s portfolio and ART may at any time andfrom time to time acquire more properties (in addition to the Target Properties). Such acquisitions maybe funded entirely by equity, debt or a combination of both.

9 Based on approximately 499.4 million Existing Units comprising 498.6 million Units as at the Latest Practicable Date and0.8 million Units to be issued to the Manager prior to the commencement of the Equity Fund Raising in respect ofmanagement fees and acquisition fees payable in Units.

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Estimated Total Costs of the Target Acquisitions

The total estimated costs of the Target Acquisitions (excluding the acquisition of 26.8 percent effectiveinterest in the Vietnam Target Property which was completed in January 2007), including the costs ofthe Equity Fund Raising, on the assumption that ART receives Unitholders’ approval for the Equity FundRaising, is approximately S$237.9 million, comprising:

• in respect of the Australia Target Acquisition, a purchase consideration of A$11.6 million (orapproximately S$13.9 million) and associated costs of S$1.0 million (including stamp duty ofS$0.8 million);

• in respect of the Japan Target Acquisitions, a purchase consideration of ¥5.7 billion (orapproximately S$79.8 million) in respect of 100.0 percent effective interest in Somerset AzabuEast, Tokyo and a purchase consideration of ¥1.2 billion (or approximately S$17.0 million) inrespect of 60.0 percent beneficiary interest in Somerset Roppongi, Tokyo (subject to further priceadjustments for the consolidated net assets and liabilities as at completion of the Japan TargetAcquisitions) and a combined associated costs of S$6.9 million (including acquisition tax of S$4.2million);

• in respect of the Philippines Target Acquisition, a purchase consideration of PHP 2.7 billion (orapproximately S$84.8 million) (subject to price adjustments for the consolidated net liabilities ofMPVI as at completion of the Philippines Target Acquisition) and associated costs of S$0.8 million;

• in respect of the acquisition of the remaining 60.0 percent of the shares in EATC(S) representing40.2 percent effective interest in the Vietnam Target Property, a purchase consideration ofUS$14.4 million (or approximately S$23.1 million) (subject to further price adjustments for theconsolidated net assets and liabilities as at completion of the acquisition of the remaining 60.0percent of the shares in EATC(S)) and associated costs of S$0.2 million;

• a total acquisition fee of approximately S$2.7 million (being 1.0 percent of the Enterprise Value (asdefined in the Trust Deed)) payable to the Manager pursuant to the Trust Deed (as definedherein), of which S$0.3 million in connection with the acquisition of the remaining 60.0 percentshares in EATC(S) payable to the Manager in Units, and the remainder payable to the Managerin cash;

• total renovation and re-branding costs of A$0.9 million (or approximately S$1.0 million) in respectof the Australia Target Property and total renovation and re-branding costs of US$1.5 million (orapproximately S$2.4 million) in respect of the Philippines Target Property; and

• other estimated fees and expenses (including professional fees and expenses) of approximatelyS$4.3 million incurred or to be incurred by ART in connection with the Equity Fund Raising.

Consequent Adjustment to the Distribution Period

In conjunction with the Equity Fund Raising, the Manager intends to declare, in lieu of the DistributableIncome (as defined herein) from 1 January 2007 to 30 June 2007 (the “Scheduled Distribution”), inrespect of the Units in issue on the day immediately prior to the date on which the New Units are issued(the “Existing Units”), a distribution of the Distributable Income for the period from 1 January 2007 tothe day immediately prior to the date on which the New Units are issued (the “AdvancedDistribution”).

The next distribution thereafter will comprise the Distributable Income for the period from the day thatthe New Units are issued to 30 June 2007. Semi-annual distributions will resume thereafter. TheAdvanced Distribution is intended to ensure that the Distributable Income accrued by ART up to the dayimmediately preceding the date of issue of the New Units (which at this point, will be entirely attributableto the Existing Units) is only distributed in respect of the Existing Units, and is being proposed as ameans to ensure fairness to holders of the Existing Units. By implementing the Advanced Distribution,

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Distributable Income accrued by ART up to and including the day immediately preceding the date ofissue of the New Units will only be distributed, in a single distribution, in respect of the Existing Units.

RESOLUTION 2: THE PROPOSED PLACEMENT TO THE ASCOTT GROUP

The Manager may issue New Units to the Ascott Group as part of the Equity Fund Raising. Todemonstrate its commitment to ART and to align its interest with the other Unitholders, the Ascott Groupwill subscribe for up to such number of New Units under the Equity Fund Raising so as to maintain itspre-placement unitholding, in percentage terms.

RESOLUTION 3: THE PROPOSED GENERAL MANDATE TO ISSUE NEW UNITS

The Manager proposes to seek the approval of Unitholders for a general mandate under Rule 887(1)of the Listing Manual for the issue of new Units in the financial year ending 31 December 2007,provided that such number of new Units do not exceed 50.0 percent of the number of Units in issue afterthe Equity Fund Raising (taking into account New Units issued pursuant to the Equity Fund Raising),of which the aggregate number of new Units issued other than on a pro rata basis to existingUnitholders must not be more than 20.0 percent of the number of Units in issue after the Equity FundRaising (taking into account New Units issued pursuant to the Equity Fund Raising). For the avoidanceof doubt, this General Mandate will not include the New Units to be issued pursuant to the Equity FundRaising described in this Circular.

RESOLUTION 4: THE PROPOSED SUPPLEMENT TO THE TRUST DEED RELATING TO THEREMUNERATION OF THE TRUSTEE

The Manager proposes to seek the approval of Unitholders to supplement the Trust Deed for thepurpose of reflecting the Manager’s intention to pay the Trustee remuneration based on the value ofDeposited Property rather than Property Values (as set out in a fee letter dated 15 November 2005) aswell as align the payment of remuneration to the Trustee with market practice. The financial impact ofthe change in basis of the Trustee remuneration is negligible (less than 0.001 percent).

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INDICATIVE TIMETABLE

Event Date and Time

Last date and time for lodgment of Proxy Forms : 21 February 2007 at 3:00 p.m.

Date and time of EGM : 23 February 2007 at 3:00 p.m.

If the approvals sought at the EGM are obtained:

Last day and time of trading on a “cum” basis in respectof the Preferential Offering

: To be determined (but is expected to beno later than end March 2007)

Commencement of trading on an “ex” basis in respectof the Preferential Offering


Date on which the Transfer Books and Register ofUnitholders will be closed to determine the provisionalallocations of Singapore Registered Unitholders (asdefined herein) under the Preferential Offering (the“Preferential Offering Books Closure Date”)


Commencement of the Equity Fund Raising : To be determined (but is expected to beno later than end March 2007)

Close of the Equity Fund Raising : To be determined (but is expected to beno later than end March 2007)

Date on which the Transfer Books and Register ofUnitholders of ART will be closed to determine theUnitholders’ entitlement to the Advanced Distribution


Issue of New Units as well as commencement oftrading of the New Units on the SGX-ST


Target date for completion of the Target Acquisitions : To be determined (but is expected to beno later than end April 2007)

Date of payment of the Advanced Distribution : To be determined (but is expected to beno later than end April 2007)

The timetable for the events which are scheduled to take place after the EGM is indicative only and issubject to change at the Manager’s absolute discretion. The Manager intends to announce anychanges (including any determination of the relevant dates) to the timetable above once the Managerbecomes aware of such changes.

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ASCOTT RESIDENCE TRUST(a unit trust constituted on 19 January 2006 under the laws of the Republic of Singapore)

Directors Registered Office

Mr Lim Jit PohMr Liew Mun LeongMr Ong Ah Luan CameronMr S. Chandra DasMr Paul Ma Kah WohMr David SchaeferMr Ku Moon Lun

8 Shenton Way#13-01 Temasek TowerSingapore 068811

30 January 2007

To: Unitholders of Ascott Residence Trust

Dear Sir/Madam

1. SUMMARY OF APPROVALS SOUGHT

The Directors are convening the EGM to be held on 23 February 2007 at 3:00 p.m. at STIAuditorium at Level 9, 168 Robinson Road, Capital Tower, Singapore 068912 to seek theapproval of Unitholders in respect of the resolutions relating to the issue of the New Units underthe Equity Fund Raising (Resolution 1), the Ascott Group Placement (Resolution 2), the GeneralMandate (Resolution 3) and the Trustee Remuneration Supplement (Resolution 4).

The Equity Fund Raising will comprise:

(i) a non-renounceable preferential offering of New Units of one New Unit for every 10 ExistingUnits (as defined herein) held on the Preferential Offering Books Closure Date (as definedherein) (fractions of a Unit to be disregarded) to Singapore Registered Unitholders (the“Preferential Offering”);

(ii) an offering of New Units to retail investors in Singapore through the automated tellermachines (“ATMs”) of DBS Bank (including ATMs of POSB) on a “first-come, first-served”basis (the “ATM Offering”); and


The Equity Fund Raising has been structured with the following objectives in mind:

(i) to reward existing Unitholders through the Preferential Offering; and

(ii) to increase the free float of ART through the ATM Offering and the Private Placement.

In relation to this, each of Somerset Capital Pte Ltd and pFission Pte Ltd, wholly ownedsubsidiaries of CapitaLand Limited, has confirmed that it does not intend to take up itsprovisional allocation of New Units under the Preferential Offering to allow for greater free floatof the Units. In order to increase ART’s free float, these New Units will then be placed out underthe ATM Offering and the Private Placement. Assuming that Unitholders’ approval is obtained forthe Equity Fund Raising and that approximately 117.1 million New Units are issued at anillustrative Issue Price of S$1.70 per New Unit, CapitaLand Limited will remain a ControllingUnitholder with an indirect interest of approximately 34.6 percent through Somerset Capital PteLtd and pFission Pte Ltd after the completion of the Equity Fund Raising.

Assuming that 117.1 million New Units are issued pursuant to the Equity Fund Raising at anillustrative Issue Price of S$1.70 per New Unit, that Unitholders’ approval is obtained at the EGMfor the Ascott Group Placement in order for the Ascott Group to subscribe for such number of

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New Units to maintain its pre-placement unitholding and that Somerset Capital Pte Ltd andpFission Pte Ltd do not take up their provisional allocations of New Units under the PreferentialOffering, the unitholdings of the Substantial Unitholders before and immediately uponcompletion of the Equity Fund Raising are as follows:

Interests of Substantial Unitholders

Before the EquityFund Raising

Existing Units: 499.4 million(1)

Immediately after theEquity Fund Raising

Total Units: 616.5 million(1)

Units held(million) Interest

Units held(million) Interest

The Ascott Group Limited(1)(3) 138.3 27.7% 170.7 27.7%

CapitaLand Limited(2)(3) 213.6 42.8% 213.6 34.6%

Notes:

(1) Includes 638,579 Units held by the Manager as at the Latest Practicable Date and 800,074 Units to be issued tothe Manager prior to the commencement of the Equity Fund Raising in respect of management fees and acquisitionfees payable in Units.

(2) These interests are held through two wholly owned subsidiaries of CapitaLand Limited, namely Somerset CapitalPte Ltd and pFission Pte Ltd.

(3) As at Latest Practicable Date, CapitaLand Limited holds 67.0 percent interest in The Ascott Group Limited.

The following paragraphs summarise the approvals which the Manager is seeking fromUnitholders.

1.1 Resolution 1: The Proposed Issue of New Units under the Equity Fund Raising and aConsequent Adjustment to the Distribution Period of ART (Extraordinary Resolution)

The Trust Deed, read together with the Listing Manual, provides that specific prior approval ofUnitholders by Extraordinary Resolution is required for an issue of new Units if the number ofsuch new Units (together with any other issue of Units, other than by way of a rights issue offeredon a pro rata basis to all existing Unitholders, in the same financial year, including Units issuedto the Manager in payment of its fees) would, immediately after the issue, exceed 10.0 percentof the outstanding Units.

Assuming that ART proceeds with the Equity Fund Raising, it is expected that the number of NewUnits will, immediately after issue, exceed 10.0 percent of the outstanding Units. Accordingly, theManager is seeking the approval of Unitholders for an issue of the New Units for the purpose ofthe Equity Fund Raising.

Approval in-principle has been obtained from the SGX-ST for the listing of and quotation for theNew Units on the Main Board of the SGX-ST. The SGX-ST’s approval in-principle is not anindication of the merits of ART, the New Units or the Equity Fund Raising.

The Manager expects to raise gross proceeds of approximately S$199.0 million pursuant to theEquity Fund Raising.

The actual number of New Units to be issued will depend on the price at which each New Unitis issued (the “Issue Price”).

ART’s policy is to distribute its Distributable Income on a semi-annual basis to Unitholders.However, in conjunction with the Equity Fund Raising, the Manager intends to declare theAdvanced Distribution, in lieu of the Scheduled Distribution. The next distribution following the

21

Advanced Distribution will comprise the Distributable Income for the period from the day that theNew Units are issued to 30 June 2007. Semi-annual distributions will resume thereafter.

(See paragraph 3 for further details on the Equity Fund Raising and the Advanced Distribution.)

1.2 Resolution 2: The Proposed Placement to the Ascott Group (Ordinary Resolution)

To demonstrate its commitment to ART and to align its interest with the other Unitholders, TAGhas undertaken to the Trustee and the Joint Lead Managers, Bookrunners and Underwritersthat:

(a) TAG will accept and will procure the Manager to accept in full its respective provisionalallocations of New Units under the Preferential Offering at the Issue Price; and

(b) TAG will subscribe and/or procure its subsidiaries to subscribe, for such number of NewUnits under the Private Placement, being the difference between the total number of NewUnits which the Ascott Group will be required to subscribe for to maintain its pre-placementunitholding, in percentage terms, and the total number of New Units under the PreferentialOffering provisionally allocated to and accepted by TAG and the Manager,

(the “Undertaking”).

Accordingly, the Manager is seeking Unitholders’ approval for the placement of New Units underthe Equity Fund Raising to the Ascott Group, being a Substantial Unitholder1. Approval ofUnitholders for such a placement to the Ascott Group is required as Rule 812(1) of the ListingManual prohibits a placement of New Units to Substantial Unitholders.

A placement of New Units to the Ascott Group, being a Controlling Unitholder, would alsoconstitute an interested person transaction under Chapter 9 of the Listing Manual. If New Unitsare placed to the Ascott Group, there is a possibility (depending on the actual Issue Price) thatthe value of the New Units placed to the Ascott Group exceeds 5.0 percent of ART’s latestunaudited NTA. In such circumstances, Rule 906 of the Listing Manual also requires Unitholders’approval for placement of New Units to the Ascott Group.

Each of TAG, the Manager, Somerset Capital Pte Ltd and pFission Pte Ltd will abstain fromvoting on the resolution relating to the Ascott Group Placement.

(See paragraph 5 for further details about the Ascott Group Placement.)

1.3 Resolution 3: The Proposed General Mandate to Issue New Units (ExtraordinaryResolution)

The Manager proposes to seek the approval of Unitholders for a general mandate under Rule887(1) of the Listing Manual for the issue of new Units in the financial year ending 31 December2007, provided that such number of new Units do not exceed 50.0 percent of the number of Unitsin issue after the Equity Fund Raising (taking into account New Units issued pursuant to theEquity Fund Raising), of which the aggregate number of new Units issued other than on a prorata basis to existing Unitholders must not be more than 20.0 percent of the number of Units inissue after the Equity Fund Raising (taking into account New Units issued pursuant to the EquityFund Raising).

(See paragraph 6 for further details about the General Mandate.)

1 “Substantial Unitholder” means a person with an interest in one or more Units constituting not less than 5.0 percent of allUnits in issue.

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1.4 Resolution 4: The Proposed Trustee Remuneration Supplement (ExtraordinaryResolution)

Currently, under the Trust Deed, the remuneration of the Trustee is limited to 0.1 percent perannum of the Property Values, subject to a minimum fee of S$10,000 per month, which ispayable out of the Deposited Property monthly in arrear.

In order to reflect the Manager’s intention of paying the Trustee remuneration which is based onthe value of Deposited Property rather than Property Values (as set out in a fee letter dated 15November 2005) as well as align the payment of remuneration to the Trustee with marketpractice, the Manager proposes to seek the approval of Unitholders to supplement the TrustDeed to amend the payment of the remuneration of the Trustee to be based on the value ofDeposited Property. The financial impact of the change in basis of the Trustee remuneration isnegligible (less than 0.001 percent).

(See paragraph 7 for further details about the Trustee Remuneration Supplement)

2. THE TARGET ACQUISITIONS AND THE RATIONALE FOR THE TARGET ACQUISITIONS

Following negotiations between the Manager and the vendor(s) of each of the TargetAcquisitions, the Trustee, upon the Manager’s recommendations, has entered into conditionalsale and purchase agreements with each of the vendor(s) for each of the Target Acquisitions.The following table sets out the dates of signing of the conditional sale and purchaseagreements, the dates of completion and/or the expected dates of completion for each TargetProperty:

Target Property

Date of Signing ofConditional Sale and

Purchase Agreement(s)

Date of Completion/Expected Date of

Completion

Shoan Heights Serviced Apartment,Melbourne (to be re-branded SomersetGordon Heights, Melbourne)

12 December 2006 15 April 2007

Somerset Azabu East, Tokyo 23 January 2007 5 April 2007

Somerset Roppongi, Tokyo 23 January 2007 5 April 2007

Oakwood Premier Ayala Center (to bere-branded Ascott Makati)

23 November 2006 22 March 2007

Somerset Chancellor Court, Ho ChiMinh City

14 December 2006 inrespect of 40% interest inEATC(S)

23 January 2007 in respectof remaining 60% interestin EATC(S)

12 January 2007 in respectof 20% interest in EATC(S)acquired from SparkleLimited

17 January 2007 in respectof 20% interest in EATC(S)acquired from CoralHoldings Limited

2 April 2007 in respect ofremaining 60% interest inEATC(S)

2.1 Descriptions of the Target Properties

Detailed information about each of the Target Properties is set out in Appendix A of this Circular.

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2.2 Valuations

The following table sets out the appraised value in local and foreign currency, the vendor(s), thedate of valuation and the independent valuer(s) of each Target Property.

Property

Appraisedvalue(1)

(S$ million)

Appraisedvalue(1) (foreign

currency) Vendor(s)Date of

valuationIndependent

Valuer

Australia Target Property

Shoan HeightsServicedApartment,Melbourne (tobe re-brandedSomersetGordon Heights,Melbourne)

13.9 A$11.6 million Tiow Hoe Goh,Kooi Lean Gohand Chew PorChan

5 December2006

CB Richard EllisAustralia

Japan Target Properties

SomersetAzabu East,Tokyo

79.8 ¥5.7 billion MitsubishiEstate Co., Ltd

3 January 2007 Jones LangLaSalle PropertyConsultants PteLtd

SomersetRoppongi,Tokyo(2)

60.2 ¥4.3 billion MitsubishiEstate Co., Ltdand MECRoppongiFundingCorporation

3 January 2007 Jones LangLaSalle PropertyConsultants PteLtd

Philippines Target Property

OakwoodPremier AyalaCenter (to bere-brandedAscott Makati)

87.9 PHP 2.8 billion Ayala HotelsInc. andOcmadorPhilippines,B.V.

1 November2006

HVS International

Vietnam Target Property

SomersetChancellorCourt, Ho ChiMinh City(3)

72.0 US$45.0 million The AscottHoldingsLimited(4)

1 December2006

HVS International(on behalf of theTrustee)

72.0 US$45.0 million 31 December2006

CB Richard EllisVietnam (onbehalf of TheAscott HoldingsLimited)

Notes:

(1) Refers to 100.0 percent of the Target Property. Appraised values in Singapore dollar are based on exchange ratesof A$1.00 to S$1.20, ¥1 to S$0.014, PHP 1 to S$0.0314 and US$1.00 to S$1.60. All exchange rates in this Circularare quoted from Bloomberg L.P.

(2) ART currently owns 40.0 percent beneficiary interest in Somerset Roppongi, Tokyo and proposes to acquire theremaining 60.0 percent beneficiary interest.

(3) In January 2007, ART acquired 26.8 percent effective interest in the Vietnam Target Property. ART proposes toacquire an additional 40.2 percent effective interest. The Manager intends to utilise the proceeds from the EquityFund Raising to fund the acquisition of the 40.2 percent interest in the Vietnam Target Property as well as tore-finance the loan drawn for the acquisition of the 26.8 percent effective interest in the Vietnam Target Propertywhich was completed in January 2007.

(4) A wholly owned subsidiary of TAG.

(See Appendix G of this Circular for the valuation certificates issued by each of the IndependentValuers in relation to the relevant Target Property.)

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2.3 Rationale for the Target Acquisitions

The Manager’s principal investment strategy is to invest primarily in real estate and real estate-related assets which are income-producing and which are used, or predominantly used asserviced residences or rental housing properties in the Pan-Asian Region.

The Manager’s acquisition strategy is to focus on investment opportunities principally in thePan-Asian Region to leverage on the increasing popularity of serviced residences as analternative accommodation concept arising from the increasing trend in business travel into Asia,an increasing preference of corporate and business executives for home-styledaccommodations for extended stays and the increasing levels of foreign direct investments inAsian economies.

The Manager believes that the Target Acquisitions will offer the following benefits to Unitholders:

2.3.1 Improved earnings and DPU

The Manager expects that the Target Acquisitions will enhance the DPU to Unitholdersdue to the yield accretive nature of the Target Acquisitions.

The Manager expects REVPAU for the Enlarged Portfolio to be S$124 for the ForecastPeriod 2007, compared to S$121 for the Existing Properties in the same period.Average Daily Rates for the Enlarged Portfolio is expected to be S$146 for theForecast Period 2007, which is higher than the Average Daily Rates of the ExistingProperties of S$142. Average occupancy rates for the Existing Properties and for theEnlarged Portfolio are expected to be around 85 percent for the Forecast Period 2007.

Based on the Manager’s nine-month forecast for the Forecast Period 2007 and theaggregate purchase consideration of S$218.6 million (assuming that ART proceedswith completion of all the Target Acquisitions and that the Target Acquisitions werecompleted on 1 April 2007), the Target Acquisitions are expected to generate anannualised forecast consolidated net property yield of approximately 6.2 percent. Theannualised forecast consolidated net property yield of the Target Acquisitions is higherthan the annualised forecast consolidated net property yield generated by the ExistingProperties of approximately 5.9 percent for the same period and the implied propertyyield of the Existing Properties of approximately 4.4 percent.

To illustrate the yield accretive nature of the Target Acquisitions, Table A on page 26 ofthis Circular shows ART’s annualised forecast DPU for the Forecast Period 2007 inrelation to:

(i) the Existing Properties; and

(ii) ART’s Enlarged Portfolio upon completion of the Target Acquisitions (assumingthat ART proceeds with completion of all the Target Acquisitions and that theTarget Acquisitions were completed on 1 April 2007),

based on an illustrative Issue Price of S$1.70 per New Unit and 117.1 million NewUnits. Table A shows the accretion of the Target Acquisitions based on the intendedgearing of ART of 29.0 percent after completion of the Target Acquisitions and theEquity Fund Raising.

The table should be read together with ART’s Forecast Consolidated Statement of NetIncome and Distribution for the Forecast Period 2007 as well as the accompanyingassumptions and sensitivity analysis in Appendix D of this Circular, and the report ofKPMG (the “Independent Accountants”) in Appendix E of this Circular.

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Table A

IssuePrice(S$)

Numberof NewUnits

Issued(million)


AnnualisedDPU

(cents)

Distributionyield(%)

AnnualisedDPU

(cents)

Distributionyield(%)

Accretion(%)

1.55 128.4 6.53 4.21 7.01 4.53 7.4

1.57 126.8 6.53 4.16 7.03 4.48 7.7

1.59 125.2 6.53 4.11 7.05 4.43 7.9

1.61 123.6 6.53 4.06 7.07 4.39 8.2

1.63 122.1 6.53 4.01 7.09 4.35 8.5

1.65 120.6 6.53 3.96 7.10 4.30 8.7

1.67 119.2 6.53 3.91 7.12 4.26 9.0

1.69 117.8 6.53 3.87 7.14 4.22 9.2

1.70 117.1 6.53 3.84 7.14 4.20 9.3

1.71 116.4 6.53 3.82 7.15 4.18 9.5

1.73 115.0 6.53 3.78 7.17 4.14 9.7

1.75 113.7 6.53 3.73 7.18 4.10 10.0

1.77 112.4 6.53 3.69 7.20 4.07 10.2

1.79 111.2 6.53 3.65 7.21 4.03 10.4

1.81 109.9 6.53 3.61 7.23 3.99 10.6

1.83 108.7 6.53 3.57 7.24 3.96 10.9

1.85 107.6 6.53 3.53 7.26 3.92 11.1

Note: DPU will vary if completion of the Target Acquisitions is on a date other than 1 April 2007

Assuming an illustrative Issue Price of S$1.70 per New Unit and that 117.1 million NewUnits are issued under the Equity Fund Raising, ART’s annualised forecast DPU for theForecast Period 2007 upon completion of the Target Acquisitions and the Equity FundRaising is approximately 7.14 cents, representing a distribution yield of approximately4.2 percent. This represents a DPU accretion of approximately 9.3 percent over theannualised forecast DPU of 6.53 cents based on the Existing Properties for the sameperiod.

Accretion

+9.3%6.53 cents

7.14 cents


Annualised DPU for the Forecast Period 2007

The Target Acquisitions will offer DPU accretion

Note: Assuming the Target Acquisitions were completed on 1 April 2007 and an illustrative IssuePrice of S$1.70 per New Unit under the Equity Fund Raising. Chart is not drawn to scale.

The Target Acquisitions may also provide opportunities for asset enhancements suchas selective renovation and potential reconfiguration of rooms to increase lettablespace, and provide value-added facilities to guests to further improve earnings. Forexample, there is potential for the refurbishment of the Philippines Target Property,which is expected to result in higher rental rates and at the same time, enhance itsleading position in the serviced residence industry in Manila.

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In general, the Manager will seek ways to further enhance the performance of theTarget Acquisitions through the following initiatives:

• constant evaluation of opportunities to enhance the Target Acquisitions;

• repositioning the Target Acquisitions by adjusting marketing strategies, servicelevels and pricing to better match the demand characteristics of particular marketsegments;

• undertaking capital upgrading programmes to enhance the performance andcompetitiveness of the Target Acquisitions; and

• capital improvements such as renovation of public and common areas, upgradingof Apartment Units and reconfiguration of space in selected areas.

2.3.2 Increased portfolio scale and diversification

Economies of scale

The Target Acquisitions will enlarge the portfolio of ART from S$961.4 million toS$1,181.4 million with an increase in the number of Apartment Units from 2,476 in 15properties to 2,904 in 18 properties.

With a larger presence, ART is better positioned to enjoy potential cost synergies andcreate economies of scale, leading to lower operating costs for the properties in itsportfolio.

Revenue diversification across geography as well as property and economic cycles

The Target Acquisitions will further enhance the diversification of ART’s portfolio interms of geographical spread and across property and economic cycles. In line with theManager’s investment strategy of investing in a diversified portfolio of strategically-located, high-quality serviced residences, the Target Acquisitions will introduce a newmarket with the addition of Australia, and further increase its presence in Japan, thePhilippines, and Vietnam. The Australia Target Acquisition marks an entry into anattractive established serviced residence market and creates a platform where ARTmay seek to further establish a deeper presence in Australia.

With the Target Acquisitions, ART’s portfolio will be diversified across 10 cities in sevencountries. The following charts illustrate the geographical diversification of ART’sEnlarged Portfolio (by Property Values and share of Gross Profit contribution) for theForecast Period 2007 (assuming the Target Acquisitions were completed on 1 April2007):

Geographical diversification of the Enlarged Portfolio for the Forecast Period 2007

Singapore25%

China31%

Japan12%

Indonesia8%

Philippines9%

Vietnam14%

Australia1%

Singapore20%

China29%Japan

9%

Indonesia8%

Philippines13%

Vietnam20%

Australia1%

Not drawn to scale

By ART s Property Values

Total = S$1,181.4 million Total = S$48.9 million

By ART s Share of Gross Profit

Note: Assuming the Target Acquisitions were completed on 1 April 2007

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The Manager believes that Unitholders will benefit from strong economic growth in thePan-Asian Region. The Target Acquisitions will further expand ART’s presence inrapidly-expanding key Pan-Asian cities, providing Unitholders exposure to both stablemarkets, and emerging markets experiencing high growth.

The Manager has commissioned the Independent Property Consultant to prepare areport on the serviced residence sector in Singapore, Australia, China, Indonesia,Japan, the Philippines and Vietnam, countries where the Manager believes offer stronggrowth opportunities and where ART has and/or proposes to establish a presence.

The Target Acquisitions are located in:

(i) Melbourne, a key financial centre of Australia;

(ii) Tokyo, the capital city and business centre of Japan;

(iii) Manila, the capital city of the Philippines; and

(iv) Ho Chi Minh City, the commercial centre of Vietnam.

According to the Serviced Residences Market Overview Report (as set out inAppendix H of this Circular), the demand for serviced residences is expected tocontinue to grow in the Pan-Asian cities where the Target Properties are located largelyas a result of improving economic conditions and in general, stable and/or growinginternational arrivals.

For instance, Melbourne is expected to experience growth in international arrivalshaving successfully positioned itself as the events capital of Australia. Similarly,occupancy levels in Tokyo are expected to experience further growth in the immediateterm on the back of the improving economy and anticipated growth in inbound arrivals.Serviced residences in Manila are expected to continue to enjoy healthy demand in thewake of limited supply, economic expansion and positive tourism prospects. Theoutlook for the serviced residence sector in Ho Chi Minh City remains overwhelminglypositive on the back of the current strong trading performance, limited new supply andcontinued improvement in the business operating environment on the back of higherforeign investments.

The Manager expects that the Target Properties will be able to achieve strongoccupancies and generate high and stable REVPAU, taking into consideration thestrong economic performance in the Pan-Asian region.

2.3.3 Increased free float

Assuming Unitholders’ approval is obtained for the proposed issue of New Units underthe Equity Fund Raising and that ART issues 117.1 million New Units at an illustrativeIssue Price of S$1.70 per New Unit, the number of Units in issue will increase byapproximately 23.4 percent (based on 499.4 million Existing Units2).

Additionally, assuming that the Ascott Group subscribes for such number of New Unitspursuant to the Undertaking in order to maintain its pre-placement unitholding, the freefloat of ART is expected to increase from the current 29.6 percent to 37.7 percent afterthe Equity Fund Raising. The market capitalisation of ART is expected to increase fromS$942.4 million as at the Latest Practicable Date to approximately S$1,165.2 million,based on a market price of S$1.89 per Unit.

2 Includes 0.8 million Units to be issued to the Manager prior to the commencement of the Equity Fund Raising in respect ofmanagement fees and acquisition fees payable in Units.

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2.4 Competitive Strengths of the Target Properties

2.4.1 Strategic locations within the respective cities’ central business districts

The Target Properties are within the respective cities’ central business districts andenjoy a high level of connectivity to key transportation nodes.

Australia

The Australia Target Property is located at 19–25 Little Bourke Street, Melbourne,Victoria 3000, Australia, in Melbourne’s central business and financial district,surrounded by a myriad of theatres, excellent restaurants, cafes, sporting venues,galleries, department stores and glorious parks.

Japan

Somerset Azabu East, Tokyo is conveniently located in Minato-ku, close tomultinational companies, embassies, restaurants and the Roppongi Hills shoppingmall. Three subway stations are in close proximity, providing guests with efficientaccess to the entire city. The nearby lush Shiba Park allows guests, whether onbusiness or leisure travel, to relax and enjoy greenery in the city, whilst the nearbyRoppongi entertainment and shopping district provides guests with an internationalvariety of restaurants and entertainment, all within walking distance of the residence.

Somerset Roppongi, Tokyo is located within Minato-ku, in the central business districtof Tokyo, located within five minutes walk from the nearest subway station, providingefficient access to the entire city. Roppongi is known for its prominent entertainmentarea with an international variety of restaurants and entertainment lining the streets. Anabundance of business and leisure destinations are located within walking distance ofthe residence.

The Philippines

Located in Glorietta 4 Ayala Center in the heart of Makati City’s central businessdistrict, the Philippines Target Property is close to the headquarters of numerousmultinational corporations and financial institutions. The serviced residence towers areconnected to the premier Ayala Center shopping mall and the Greenbelt lifestyle mall.This connection provides guests direct and easy access to entertainment facilities,shops and restaurants.

Vietnam

The Vietnam Target Property is centrally located in District 1 in Ho Chi Minh City’sprime commercial, diplomatic and major shopping district, and is within walkingdistance of many businesses, consulates and shopping centres.

2.4.2 Fully-furnished quality serviced residences

The Manager believes that the Target Properties will be able to attract a stable streamof visitors and travellers.

Australia

Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset GordonHeights, Melbourne) offers 43 fully-furnished Apartment Units ranging from studios,one and two-bedroom apartments to two-bedroom penthouses and offers facilitiessuch as a restaurant, advanced security system, daily housekeeping service, valet,dry-cleaning and free laundry facilities.

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Japan

Somerset Azabu East, Tokyo comprises 79 fully-furnished Apartment Units housed ina 14-storey building with a one-level basement and a rooftop terrace. The fully-furnished Apartment Units range from spacious studios to one-bedroom layouts andare self-contained with a fully-equipped kitchen, home entertainment system,broadband internet access and IDD telephone with a private number and voicemail.Somerset Azabu East, Tokyo provides recreational facilities which include a fitnesscentre, residents’ lounge, rooftop barbeque terrace and an indoor swimming pool. Italso provides 24-hour reception and security, daily morning refreshments,housekeeping service twice a week, mail and courier service, dry-cleaning and laundryservices and car park.

Somerset Roppongi, Tokyo’s 64 fully-furnished Apartment Units are housed in a13-storey building with a basement. The fully-furnished Apartment Units range fromspacious studios to two-bedroom units designed for the distinguished tastes and needsof international business executives. Guest room amenities include a fully-equippedkitchen, home entertainment system, broadband internet access and IDD telephonecum fax machine with a private number. The property’s recreational facilities include afitness centre and a residents’ lounge. It also provides 24-hour reception and security,daily morning refreshments, housekeeping service twice a week, mail and courierservice, dry-cleaning and laundry services, car park, a 24-hour convenience store anda cafe.

The Philippines

Oakwood Premier Ayala Center (to be re-branded Ascott Makati) offers 306 fully-furnished Apartment Units (from studios, one-bedroom to three-bedroom apartmentsand penthouses) with a fully-equipped kitchen, home entertainment system,broadband internet access and IDD telephone with a private number and voicemail. Ithas facilities such as a restaurant, a fitness centre, tennis courts, swimming pool, andcar park. It provides daily breakfast, 24-hour reception and security, housekeepingservice and recreational facilities, mail and courier service, dry-cleaning and laundryservices.

Vietnam

Somerset Chancellor Court, Ho Chi Minh City comprises 172 fully-furnished ApartmentUnits which range from studios to three-bedroom apartments. Guest room amenitiesinclude broadband internet access, television with satellite and cable channels, afully-equipped kitchen and IDD telephone with voice mail facility. Somerset ChancellorCourt, Ho Chi Minh City offers guests facilities such as a business centre, swimmingpool and steam room, fully-equipped gymnasium, hair and beauty salon, 24-hourreception and security, and a residents’ lounge with a library.

2.4.3 Quality guest profile which is diversified across market segments and industries

The Target Properties’ guest base comprises expatriate families, business travellers,corporate executives from prominent domestic and international corporations andgovernment bodies.

In addition, they enjoy demand from a diversified group of guests which providesrelative stability to the earnings of the Enlarged Portfolio by limiting reliance on anyparticular industry or group of clients.

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2.4.4 Exposure to both growing and stable markets in the Pan-Asian Region

The Manager expects that the Target Acquisitions will provide ART with exposure toboth emerging and stable markets in the Pan-Asian Region. (See Appendix H of thisCircular for the Serviced Residences Market Overview Report.)

3. DETAILS OF THE EQUITY FUND RAISING

3.1 Overview of the Equity Fund Raising

It is intended that the Equity Fund Raising will comprise:

3.1.1 a non-renounceable preferential offering of New Units of one New Unit for every 10Existing Units held on the Preferential Offering Books Closure Date (fractions of a Unitto be disregarded) to Singapore Registered Unitholders (the “Preferential Offering”);

3.1.2 an offering of New Units to retail investors in Singapore through the ATMs of DBS Bank(including ATMs of POSB) (the “ATM Offering”) on a “first-come, first-served” basis;and

3.1.3 a placement of New Units to institutional and other investors (the “PrivatePlacement”),

so as to raise gross proceeds of approximately S$199.0 million.

The Issue Price will be determined by the Manager and the Joint Lead Managers, Bookrunnersand Underwriters closer to the date of commencement of the Equity Fund Raising. The actualnumber of New Units to be issued under the Equity Fund Raising will depend on the Issue Price.Assuming 117.1 million New Units are issued at an illustrative Issue Price of S$1.70 per NewUnit, the Preferential Offering will comprise approximately 49.9 million New Units (subject to theRounding Mechanism)3, and the ATM Offering and the Private Placement will together compriseapproximately 67.2 million New Units. The actual proportion of New Units to be issued under theATM Offering and the Private Placement will be determined between the Manager and the JointLead Managers, Bookrunners and Underwriters closer to the date of commencement of theEquity Fund Raising.

3.2 Additional Information on the Preferential Offering

Singapore Registered Unitholders, including the Restricted Placees (such as the directors of theManager (the “Directors”), their immediate family members4 and Substantial Unitholders) whoare Singapore Registered Unitholders, can accept their provisional allocations of New Unitsunder the Preferential Offering in full or in part. No application for excess Units will be permittedthereunder. The Restricted Placees who are Singapore Registered Unitholders are permitted toaccept their provisional allocations of New Units under the Preferential Offering as the SGX-SThas granted a waiver from the requirements under Rule 812(1) of the Listing Manual.

Pursuant to the Undertaking, TAG, a Controlling Unitholder, will take up, and procure theManager to take up, its respective provisional allocation of New Units under the PreferentialOffering.

Each of Somerset Capital Pte Ltd and pFission Pte Ltd, which are wholly owned subsidiaries ofCapitaLand Limited, has confirmed that it does not intend to take up its provisional allocation ofNew Units under the Preferential Offering to allow for greater free float of the Units. CapitaLandLimited’s indirect interest through Somerset Capital Pte Ltd and pFission Pte Ltd will therefore

3 Based on approximately 499.4 million Existing Units including 498.6 million Units as at the Latest Practicable Date and 0.8million Units to be issued to the Manager prior to the commencement of the Equity Fund Raising in respect of managementfees and acquisition fees payable in Units.

4 The spouse, children, adopted children, step-children, siblings and parents of the Directors.

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be diluted after completion of the Equity Fund Raising to 34.6 percent, based on the illustrativeIssue Price of S$1.70 per New Unit.

Acceptance of the provisional allocations of New Units under the Preferential Offering may beeffected via application forms or through the ATMs of Participating Banks. Relevant SingaporeRegistered Unitholders who have subscribed for or purchased Units under the Central ProvidentFund (“CPF”) Investment Scheme and/or the Supplementary Retirement Scheme (“SRS”) canonly accept their provisional allocations of New Units by instructing the relevant banks in whichthey hold the CPF Investment Scheme accounts and/or SRS accounts to subscribe for NewUnits on their behalf.

As the Preferential Offering is made on a non-renounceable basis, the provisionalallocations of New Units cannot be renounced in favour of a third party or traded on theSGX-ST.

Subject to the exceptions described below, Singapore Registered Unitholders (except those whoare Restricted Placees) may also, in addition to accepting their provisional allocations of NewUnits under the Preferential Offering, apply for New Units under the ATM Offering and the PrivatePlacement. Notwithstanding the foregoing, the Directors of the Manager and their immediatefamily members may apply for New Units under the ATM Offering as the SGX-ST’s waiver of therequirements under Rule 812(1) of the Listing Manual also extends to allowing such applicationsby the Directors and their immediate family members.

Where a Singapore Registered Unitholder’s provisional allocation of New Units under thePreferential Offering is other than an integral multiple of 1,000 Units, the increase in theprovisional allocation of New Units to the Unitholder will be by such number which, when addedto such Unitholder’s unitholdings as at the Preferential Offering Books Closure Date, results inan integral multiple of 1,000 Units (the “Rounding Mechanism”). For example, a SingaporeRegistered Unitholder with 5,000 Existing Units as at the Preferential Offering Books ClosureDate will be provisionally allocated with 1,000 New Units under the Preferential Offering(increased from the 500 New Units allocated based on the ratio of one New Unit for every 10Existing Units under the Preferential Offering) so that, should the Unitholder decide to accept hisprovisional allotment of New Units, he will own a total of 6,000 Units. The table below providesan illustration of the Rounding Mechanism:

Illustration of the Rounding Mechanism

No. of Existing Unitsheld as at the Preferential Offering

Books Closure Date

Preferential Offering of oneNew Unit for every 10

Existing Units held

Provisional allocation ofNew Units as a result of

the Rounding Mechanism

1,000 100 1,000

5,000 500 1,000

10,000 1,000 1,000

15,000 1,500 2,000

20,000 2,000 2,000

The Rounding Mechanism will be extended to investors who have subscribed for or purchasedUnits under the CPF Investment Scheme and/or SRS, and to Units held by nominee companies.However, in the case of nominee companies, as the Rounding Mechanism will be applied at thelevel of the aggregate Units held in the securities accounts of such nominee companies with TheCentral Depository Pte Ltd (“CDP”), investors whose Units are held through such nomineecompanies may not enjoy the benefit of the Rounding Mechanism on an individual level.

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New Units under the Preferential Offering which are not taken up by the Singapore RegisteredUnitholders for any reason will be aggregated and sold at the Issue Price to satisfy excessdemand for New Units under the Private Placement to the extent that there is such excessdemand.

The making of the Preferential Offering may be prohibited or restricted in certain jurisdictionsunder their relevant securities laws. Thus, for practical reasons and in order to avoid anyviolation of the securities legislation applicable in countries (other than Singapore) whereUnitholders may have their addresses registered with CDP, the Preferential Offering will not beextended to Unitholders whose registered addresses with CDP are outside Singapore, and whohave not, at least five Market Days (as defined herein) prior to the Preferential Offering BooksClosure Date, provided CDP with addresses in Singapore for the service of notice anddocuments. Unitholders whose registered addresses with CDP are outside Singapore and whowish to participate in the Preferential Offering will have to provide CDP with addresses inSingapore for the service of notice and documents at least five Market Days prior to thePreferential Offering Books Closure Date.

Notice is hereby given that, subject to the relevant approvals sought at the EGM beingobtained, the Preferential Offering Books Closure Date (on which the Transfer Books andRegister of Unitholders will be closed to determine the provisional allocations ofSingapore Registered Unitholders under the Preferential Offering) will be announcedcloser to the date of the commencement of the Equity Fund Raising.

Temporary Counter for the Trading of Board Lots of 100 Units

In order to facilitate the trading of odd lots of the Units received by Singapore RegisteredUnitholders following the Equity Fund Raising, approval has been obtained from the SGX-ST forthe setting up of a temporary counter to allow Unitholders and investors to trade in board lots of100 Units. This temporary counter will be maintained for one calendar month from the date oflisting of the New Units on the SGX-ST (the “Concession Period”).

To provide Unitholders with a more economical avenue to trade and/or round up their odd lotsof Units, the Manager intends to arrange for brokers to offer concessionary brokerage rates forthe trading in Units during the Concession Period. After the Concession Period, Unitholders cantrade in odd lots of Units in the SGX-ST’s Unit Share Market which allows trading of odd lots witha minimum of one Unit. For trades in board lots of 1,000 Units, the usual brokerage rate applies.

The temporary counter is strictly of a provisional nature. Investors who continue to holdodd lots of less than 1,000 Units after one month from the listing of the New Units mayface difficulty and/or have to bear disproportionate transactional costs in realising thefair market price of such Units.

3.3 Additional Information on the ATM Offering

There will be a limit on the maximum number of New Units that an applicant can apply for underthe ATM Offering. The maximum limit will be determined closer to the date of commencement ofthe Equity Fund Raising. Applicants may only apply for New Units in integral multiples of 1,000.

The Manager has obtained a waiver from the SGX-ST from the requirements under Rule 812(1)of the Listing Manual to permit the Directors and their immediate family members to apply for theNew Units under the ATM Offering subject to the Manager announcing the allotment of the NewUnits to the Directors and their immediately family members prior to the listing of the New Units.

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In the event that the New Units offered under the ATM Offering are not fully taken up, the numberof New Units that are not taken up will be aggregated and sold at the Issue Price to satisfyexcess demand for New Units under the Private Placement to the extent that there is suchexcess demand.

3.4 Additional Information on the Private Placement

The Manager has obtained a waiver from the SGX-ST from the requirements under Rule 812(1)of the Listing Manual to permit the New Units to be placed to the Ascott Group, subject toUnitholders’ approval. (See paragraph 5 below for further details about the Ascott GroupPlacement.)

Any excess demand for the New Units under the Private Placement will be satisfied only to theextent that New Units offered under the Preferential Offering and/or the ATM Offering are nottaken up and are re-allocated to the Private Placement.

Placement of Units to Non-Ascott Group/CapitaLand TLCs

The Manager has also obtained a waiver of Rule 812(1) of the Listing Manual from the SGX-STfor the placement of New Units to companies within the Temasek group of companies(“Non-Ascott Group/CapitaLand TLCs”), including companies in which Temasek Holdings(Private) Limited (“Temasek”) has an aggregate interest of at least 10.0 percent, but excluding(a) Temasek; (b) the Ascott Group and the subsidiaries and associated companies of the AscottGroup (including the real estate investment trusts or other funds managed by the subsidiariesand associated companies of TAG); and (c) CapitaLand Limited and the subsidiaries andassociated companies of CapitaLand Limited (including the real estate investment trusts or otherfunds managed by the subsidiaries and associated companies of CapitaLand Limited), under thePrivate Placement, subject to the following conditions in respect of the waiver from the SGX-STthat (i) the Manager certifies that it is independent of the Non-Ascott Group/CapitaLand TLCsand (ii) the Manager announces any such placement.

The Manager therefore certifies that, to the best of its knowledge and belief, it is independent ofthe Non-Ascott Group/CapitaLand TLCs, and will announce any such placement accordingly.

The rationale for allowing the placement to Non-Ascott Group/CapitaLand TLCs is thatTemasek’s charter provides that while it will provide strategic directions to the companies inwhich it has an interest, it does not involve itself in their day-to-day operational and commercialdecisions. Moreover, some of the Non-Ascott Group/CapitaLand TLCs are listed companies, andthus, each would have to consider the interests of all its shareholders, not only that of its majorshareholders.

Further, TAG is an international serviced residence company listed on the SGX-ST with asubstantial property value of approximately S$1.6 billion as at 31 December 2006 andCapitaLand Limited is a real estate company listed on the SGX-ST. Their day-to-day operationsare managed independently of their ultimate shareholder (Temasek) by a professionalmanagement team. Being listed on the SGX-ST, each of TAG and CapitaLand Limited alsooperates independently of the Non-Ascott Group/CapitaLand TLCs. Conversely, the Non-AscottGroup/CapitaLand TLCs also operate independently and are not under the control or influenceof the directors of TAG or the Manager.

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3.5 Estimated Proceeds

The actual number of New Units issued under the Equity Fund Raising will depend on the IssuePrice which is to be determined between the Manager and the Joint Lead Managers,Bookrunners and Underwriters closer to the date of commencement of the Equity Fund Raising.

Accordingly the number of New Units issued under the Equity Fund Raising will include suchnumber of New Units as is necessary to raise gross proceeds of approximately S$199.0 millionso as to part finance the Target Acquisitions.

Based on an illustrative Issue Price of S$1.70, 117.1 million New Units will be issued under theEquity Fund Raising and the estimated gross proceeds from the Equity Fund Raising is expectedto be approximately S$199.0 million.

3.6 Costs of the Equity Fund Raising

If ART proceeds with the Equity Fund Raising, the Manager estimates that ART will have to bearthe following estimated costs and expenses based on an illustrative Issue Price of S$1.70:

3.6.1 the underwriting, management and selling commissions, incentive fees and financialadvisory fees and related expenses payable to, the Joint Lead Managers, Bookrunnersand Underwriters, amounting to approximately S$3.3 million; and

3.6.2 the professional and other fees and expenses of approximately S$1.0 million(excluding Goods and Services Tax (“GST”)) expected to be incurred by ART inconnection with the Equity Fund Raising.

3.7 Use of Proceeds

The Manager intends to utilise the net proceeds of the Equity Fund Raising to part finance and/orre-finance the Target Acquisitions and associated costs, with the balance of the proceeds to beutilised for general corporate and working capital purposes. In particular, the Manager intends toutilise the proceeds from the Equity Fund Raising to re-finance the loan drawn for the acquisitionof the 26.8 percent effective interest in the Vietnam Target Property, which was completed inJanuary 2007.

Subject to the relevant laws and regulations, the net proceeds of the Equity Fund Raising maybe used, at the Manager’s absolute discretion, to finance and/or re-finance all or some of theTarget Acquisitions and/or to acquire any other suitable property or properties for ART and/orre-finance any other existing borrowings and/or for general corporate and working capitalpurposes. While the Manager currently intends to apply the proceeds towards, inter alia, partiallyfinancing and/or re-financing the Target Acquisitions, the Equity Fund Raising is not subject toor conditional upon completion of all or any of the Target Acquisitions.

3.8 Underwriters and Financial Advisors for the Equity Fund Raising

It is intended that save for such number of New Units to be subscribed for by the Ascott Grouppursuant to the Undertaking, the Equity Fund Raising will be underwritten by the Joint LeadManagers, Bookrunners and Underwriters. The underwriting of the Equity Fund Raising (save forsuch number of New Units to be subscribed by the Ascott Group pursuant to the Undertaking)by the Joint Lead Managers, Bookrunners and Underwriters is subject to the terms of anunderwriting agreement to be entered into between the Manager and the Joint Lead Managers,Bookrunners and Underwriters.

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CapitaLand Financial Services Limited is one of the Joint Financial Advisors. CapitaLandFinancial Services Limited is an indirect wholly-owned subsidiary, and the real estate financialservices arm of CapitaLand Limited, which holds an indirect interest of 42.8 percent of theExisting Units as at the Latest Practicable Date through Somerset Capital Pte Ltd and pFissionPte Ltd.

3.9 Advanced Distribution

ART’s policy is to distribute its Distributable Income on a semi-annual basis to Unitholders.However, in conjunction with the Equity Fund Raising, the Manager intends to declare, in lieu ofthe Scheduled Distribution, in respect of the Existing Units, a distribution of the DistributableIncome for the period from 1 January 2007 to and including the day immediately prior to the dateon which the New Units are issued. The next distribution following the Advanced Distribution willcomprise the Distributable Income for the period from the day that the New Units are issued to30 June 2007. Semi-annual distributions will resume thereafter.

The Advanced Distribution is intended to ensure that the Distributable Income derived frominvestments acquired before the New Units are issued is only distributed in respect of theExisting Units, and is being proposed as a means to ensure fairness to holders of the ExistingUnits. Under the Advanced Distribution, the Distributable Income up to and including the dayimmediately preceding the date of issue of the New Units (which, at that point, will be entirelyattributable to the Existing Units) will only be distributed in respect of the Existing Units.

The date on which the Transfer Books and Register of Unitholders of ART will be closed todetermine the Unitholders’ entitlement to the Advanced Distribution and further details pertainingto the Advanced Distribution will be announced in due course.

For the avoidance of doubt, the New Units will not be entitled to participate in thedistribution of any Distributable Income accrued by ART prior to the issue of such NewUnits.

3.10 Status of the New Units Issued Pursuant to the Equity Fund Raising

The New Units will, upon allocation and issue, rank pari passu in all respects with the ExistingUnits, including the right to any distributions which may be paid for the period from the day theNew Units are issued to 30 June 2007 as well as all distributions thereafter. For the avoidanceof doubt, the New Units will not be entitled to participate in the Advanced Distribution.

4. DETAILS OF THE TARGET ACQUISITIONS

4.1 Structure of the Australia Target Acquisition

The Australia Target Property will be acquired, through a special purpose unit trust known as“Somerset Gordon Heights (Melbourne) Unit Trust” (the “Unit Trust”) constituted in Victoria,Australia. Pursuant to the Unit Trust deed, Somerset Gordon Heights (Melbourne) Pty. Ltd., aspecial purpose limited liability company incorporated in Victoria, Australia and an indirect whollyowned subsidiary of ART, has been appointed as the trustee of the Unit Trust which will be theregistered owner of the Australia Target Property. Somerset Gordon Heights (S) Pte. Ltd., alimited liability company has been incorporated in Singapore and is a wholly-owned subsidiaryof ART owning 100.0 percent of the issued share capital of the trustee of the Unit Trust and 100.0percent of the issued units in the Unit Trust. The Unit Trust will own 100.0 percent beneficiaryinterest in the Australia Target Property and the trustee of the Unit Trust will own 100.0 percentlegal interest in the Australia Target Property.

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4.2 Structure of the Japan Target Acquisitions


ART will acquire Somerset Azabu East, Tokyo from Mitsubishi Estate Co., Ltd. To effect theacquisition, ART has set up two wholly owned companies incorporated in Singapore, namelySomerset Azabu East Investment (S) Pte. Ltd. and Somerset Azabu East (S) Pte. Ltd.. SomersetAzabu East Investment (S) Pte. Ltd. will register a new Japanese branch in Tokyo, which will inturn own 51.0 percent of the preferred shares in a new tokutei mokuteki kaisha, Somerset AzabuEast TMK, to be set up under the Japan Law Regarding Securitization of Assets (No. 105 of1998, as amended). Somerset Azabu East (S) Pte. Ltd. will directly own 49.0 percent of thepreferred shares and 100.0 percent of the common shares in SAE TMK. SAE TMK will own100.0 percent effective interest in Somerset Azabu East, Tokyo.

As a result, ART will through SAE TMK own 100.0 percent effective interest in Somerset AzabuEast, Tokyo. Post-completion, Somerset Azabu East, Tokyo will continue to be managed byAscott International Management Japan Company Limited which is 60.0 percent owned by TAGand 40.0 percent owned by Mitsubishi Estate Co., Ltd.


ART, through its wholly owned subsidiary, Somerset Roppongi (Japan) Pte. Ltd., currently holds40.0 percent beneficiary interest in Somerset Roppongi, Tokyo through its ownership of 40.0percent of the preferred shares and 25.0 percent of the common shares in MEC RoppongiTokutei Mokuteki Kaisha, a Japan tokutei mokuteki kaisha incorporated under the Japan LawRegarding Securitization of Assets (No. 105 of 1998, as amended).

ART will acquire the remaining 60.0 percent beneficiary interest in Somerset Roppongi, Tokyofrom Mitsubishi Estate Co., Ltd and MEC Roppongi Funding Corporation. To effect theacquisition, ART has set up a wholly owned company incorporated in Singapore, namedSomerset Roppongi (S) Pte. Ltd.. Somerset Roppongi (S) Pte. Ltd. will register a new Japanesebranch in Tokyo, which will in turn own 60.0 percent of the preferred shares in MEC TMK (to berenamed as Somerset Roppongi TMK). The remaining 75.0 percent of the common shares inSomerset Roppongi TMK will be acquired by Somerset Roppongi (Japan) Pte. Ltd.

Post-completion, Somerset Roppongi TMK’s trust arrangement in Japan will be terminated andSomerset Roppongi TMK will be the registered owner of Somerset Roppongi, Tokyo. As a result,ART will own an effective 100.0 percent interest in the property via Somerset Roppongi TMK.The property will continue to be managed by Ascott International Management Japan CompanyLimited which is 60.0 percent owned by TAG and 40.0 percent owned by Mitsubishi Estate Co.,Ltd.

4.3 Structure of the Philippines Target Acquisition

ART is proposing to acquire 100.0 percent interest in the Philippines Target Property through theacquisition of 100.0 percent of the issued shares in Makati Property Ventures Inc. from AyalaHotels Inc. and Ocmador Philippines, B.V.. ART has set up a Singapore special purpose vehicle,Ascott Manila Pte. Ltd., for the purpose of owning MPVI through another holding company to beset up in the Philippines, which will be named Ascott Makati, Inc.. MPVI, a special purposevehicle incorporated in the Philippines with limited liability, has entered into a Contract of Leasewith Ayala Land Inc., the registered and legal owner of the land on which the Philippines TargetProperty sits. Upon completion of the Philippines Target Acquisition, MPVI and Ayala Land Inc.will enter into an amended Contract of Lease which will expire on 6 January 2044. Upon mutualagreement of both parties, the term of the Contract of Lease may be extended for another 25years.

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4.4 Structure of the Vietnam Target Acquisition

In January 2007, ART acquired 40.0 percent of the shares in a special purpose vehicle,EATC(S). ART is acquiring the remaining 60.0 percent of the shares in EATC(S) from The AscottHoldings Limited (a wholly owned subsidiary of TAG). EATC(S) owns 67.0 percent of anotherspecial purpose vehicle, Saigon Office and Serviced Apartment Company Limited, which ownsthe Vietnam Target Property. The remaining 33.0 percent is owned by Ben Thanh Corporation,a state-owned enterprise in Vietnam. The Ascott Holdings Limited is considered to be an“interested party” under the Property Funds Guidelines and an “interested person” under theListing Manual, and the acquisition of the remaining 60.0 percent of the shares in EATC(S) isaccordingly an interested party transaction under the Property Funds Guidelines and aninterested person transaction under Chapter 9 of the Listing Manual. Paragraph 5 of the PropertyFunds Guidelines requires, inter alia, approval of Unitholders for an interested party transactionwhose value exceeds 5.0 percent of ART’s latest audited NAV. Chapter 9 of the Listing Manualimposes a similar requirement for an interested person transaction if the value thereof exceeds5.0 percent of ART’s latest audited NTA. As at the Latest Practicable Date, ART has not preparedany audited financial statements. 5.0 percent of ART’s latest unaudited NAV and NTA as at 31December 2006 is approximately S$33.1 million. The purchase consideration for the 60.0percent of the shares in EATC(S) of S$23.1 million does not exceed 5.0 percent of ART’s latestunaudited NTA or NAV. Accordingly, Unitholders’ approval for the abovementioned acquisition isnot required. The Audit Committee of the Manager has reviewed and approved the VietnamTarget Acquisition. Upon completion of the acquisition of the remaining 60.0 percent of theshares in EATC(S), ART will own 100.0 percent of the shares in EATC(S) and 67.0 percenteffective interest in the Vietnam Target Property.

Pursuant to the joint venture documentation in relation to Saigon Office and Serviced ApartmentCompany Limited, it is provided that the profits of Saigon Office and Serviced ApartmentCompany Limited, after payment of such liabilities (including tax liabilities) that are determinedto be appropriate for payment by its directors, including the discharge and payment of anymanagement fees, service fees, technical fees and other payments that may be due and owingby Saigon Office and Serviced Apartment Company Limited to EATC(S) (the “VietnamDistributable Profits”), shall be available for distribution. The distribution to the joint ventureparties shall be in accordance with such profit distribution plans as approved by its directors andshall be distributed in the following proportions to the joint venture parties:

(a) During the period of repayment of the bank loan (which amounts to an aggregate of aboutUS$15.0 million as at the Latest Practicable Date) (the “Loan”) incurred by Saigon Officeand Serviced Apartment Company Limited, Ben Thanh Corporation is entitled to 33.0percent and EATC(S) is entitled to 67.0 percent of the Vietnam Distributable Profits.

(b) After repayment of the Loan, Ben Thanh Corporation is entitled to 40.0 percent andEATC(S) is entitled to 60.0 percent of the Vietnam Distributable Profits.

Under the joint venture documentation, any repayment of the loan is subject to theunanimous approval of the board of directors of Saigon Office and Serviced ApartmentCompany Limited. Based on current projections, the Manager is of the view that therepayment of the Loan and thus the above distribution proportion under paragraph (b) isunlikely to apply prior to the 31st year (year 2024) of the joint venture.

(c) From the 31st to 48th year of the joint venture, which was set up in October 1993, namelybetween October 2024 and October 2041, Ben Thanh Corporation is entitled to 60.0percent and EATC(S) is entitled to 40.0 percent of the Vietnam Distributable Profits.

4.5 Method of Capital Injection

ART may inject capital to fund the proposed overseas acquisitions through a combination ofshares (ordinary and/or preference), shareholder’s loans or some other forms as dictated by thestructure of investment in each of the overseas countries.

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4.6 Method of Distribution

ART may receive the income from its investments in the Target Properties in the form ofdividends, interest income, trust distributions, branch’s profits or capital receipts through thespecial purpose vehicles holding these investments.

The capital receipts comprise the amount of cash, if any, of the special purpose vehicles holdingthe Target Properties which cannot be distributed in the form of dividends. This cash trappedcould arise because of the mandatory accounting rules in the relevant countries that require theprovision of depreciation for properties (including the countries where the Target Properties arelocated, namely Japan, the Philippines and Vietnam) or other non-cash items in the profit andloss account.

(See Appendix B of this Circular for information on tax considerations.)

4.7 Method of Financing

ART will finance all acquisition costs relating to the Target Acquisitions from the net proceeds ofthe Equity Fund Raising and additional borrowings.

The aggregate purchase consideration for the Target Acquisitons, including the re-financing ofa loan drawn for the acquisition of 26.8 percent effective interest in the Vietnam Target Propertyis S$226.9 million. A further breakdown of the sources and uses of funds are as follows:

Sources and Uses of Funds

Sources of funds (S$ million) Uses of funds (S$ million)

Equity Fund Raising 199.0 Purchase consideration for the TargetAcquisitions, including the re-financingof loan drawn for the acquisition of26.8% effective interest of the VietnamTarget Property

226.9

Additional borrowings 47.9 Associated costs of the TargetAcquisitions and the Equity FundRaising (including applicable stampduties, acquisition fees payable to theManager, legal and other professionalfees and expenses)

19.3

General corporate and working capital 0.7

Total 246.9 Total 246.9

4.8 Completion

Save for the acquisition of 40.0 percent of the shares in EATC(S) relating to the Vietnam TargetAcquisition, which has been completed in January 2007, completion of the Target Acquisitionsis expected to take place on or about the close of the Equity Fund Raising.

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4.9 Certain Forecast Financial Information Relating to the Target Acquisitions

The following table presents, in summary, certain selected forecast financial information of ARTfor the nine months ending 31 December 2007 (the Forecast Period 2007), which reflects theeffect of the Target Acquisitions and the Equity Fund Raising on ART:

Forecast Consolidated Statements of Total Return

ExistingProperties9-month

Forecast Period2007

TargetAcquisitions

(1), (2), (4)

9-monthForecast Period

2007

Enlarged Portfolio9-month

Forecast Period2007

(S$’000) (S$’000) (S$’000)

Revenue 87,006 29,926 116,932

Direct expenses (46,487) (16,442) (62,929)

Gross Profit 40,519 13,484 54,003

Other operating income 388 388

Interest expense (10,249) (12,899)

Manager’s management fees (3,472) (4,593)

Trustee’s fees (111) (242)

Professional fees (373) (515)

Audit fees (258) (382)

Other operating expenses (386) (736)

Share of results of associated company 348 0

Net profit 26,406 35,024

Income tax (4,290) (5,409)

Total return for the period after incometax 22,116 29,615

Minority interest (2,697) (3,366)

Total return for the period attributableto Unitholders before distribution 19,419 26,249

Attributable to:

— Unitholders 19,419 26,249

— Minority interest 2,697 3,366

Total return for the period after incometax 22,116 29,615

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Reconciliation from total return for the period attributable to Unitholders to totalUnitholders’ distribution:

Total return for the period attributable toUnitholders from ConsolidatedStatements of Total Return 19,419 26,249

Net effect of non-tax deductible/chargeable items and otheradjustments(3) 5,049 6,781

Total Unitholders’ distribution 24,468 33,030

Unitholders’ distribution:

— from operations 9,365 13,705

— from Unitholders’ contributions(5) 15,103 19,325

Total Unitholders’ distribution 24,468 33,030

Units in issue (’000) 499,439 616,497

Distribution per unit (cents) 4.90 5.36

Distribution per unit (cents) —annualised 6.53 7.14

Notes:

(1) Pursuant to its announcement on 3 October 2006, ART acquired an initial 40.0 percent interest in MEC TMK, andhence Somerset Roppongi, Tokyo, through an acquisition of the entire share capital of Somerset Roppongi (Japan)Pte. Ltd. The results from this interest is presented under “Existing Properties” as “Share of results of associatedcompany”. ART is proposing to acquire the remaining 60.0 percent interest in MEC TMK as part of the “TargetAcquisitions”. Consequently 100.0 percent of the revenue and direct expenses of MEC TMK is presented under the“Target Acquisitions”.

(2) Pursuant to its announcement on 14 December 2006, ART acquired an initial 40.0 percent of shares in EATC(S)and hence 26.8 percent effective interest in Somerset Chancellor Court, Ho Chi Minh City. ART is proposing toacquire the remaining 60.0 percent of shares in EATC(S) and consequently an additional 40.2 percent effectiveinterest in Somerset Chancellor Court, Ho Chi Minh City as part of the Vietnam Target Acquisition. For presentationin the Profit Forecast, the acquisition of 100.0 percent of shares in EATC(S) or 67.0 percent effective interest inSomerset Chancellor Court, Ho Chi Minh City is included under the “Target Acquisitions”.

(3) These include non-tax deductible expenses relating to the portion of the Manager’s management fees which arepayable in the form of Units, other expenses which are non-deductible for tax purposes and adjustments for certainnon-cash items including depreciation of plant and equipment.

(4) Apart from Revenue and Direct Expenses, other operating income and expenses have not been allocated to theTarget Acquisitions as such allocation would be arbitrary and may not be meaningful.

(5) Distributions from Unitholders’ contributions pertain to adjustment for depreciation expense of the overseasExisting Properties and Target Properties and adjustment for trust expense relating to overseas Existing Propertiesand Target Properties that are paid in Units.

The table should be read together with the detailed forecast consolidated statement of ART’stotal return and distribution for the Forecast Year 2007 as well as the accompanyingassumptions and sensitivity analysis in Appendix D of this Circular (the “Profit Forecast”) andthe Independent Accountants’ Report on the Profit Forecast in Appendix E of this Circular.

The Profit Forecast assumes that ART proceeds with all of the Target Acquisitions. If ARTdoes not proceed with one or more of the Target Acquisitions, actual results may differfrom the information as shown in the table and in the Profit Forecast.

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4.10 Pro Forma Financial Information of the Target Acquisitions

Pro Forma Consolidated NAV

The pro forma financial effects of the Target Acquisitions on the consolidated NAV as at 31December 2006 based on the assumptions as described above are set out in the table below:

As at 31 December 2006Existing Properties Enlarged Portfolio

NAV (S$’000) 661,812 856,496

Units in issue (’000) 498,639 615,697

NAV per Unit (S$) 1.33 1.39

Pro Forma Capitalisation

The following table sets out the pro forma capitalisation of ART as at 31 December 2006, asadjusted to reflect the issue of 117.1 million New Units based on an illustrative Issue Price ofS$1.70, additional estimated bank borrowings of up to S$47.9 million to partially finance theTarget Acquisitions, and the assumption of estimated bank borrowings of up to S$62.0 millionupon completion of the Target Acquisitions.

As at 31 December 2006Actual

(S$ million)As Adjusted(S$ million)

Short-term debt:

Secured debt 7.3 7.3

Unsecured debt — —

Total short-term debt 7.3 7.3

Long-term debt:

Secured debt 286.7 396.6

Unsecured debt — —

Total long-term debt 286.7 396.6

Total debt: 294.0 403.9

Net assets attributable to Unitholders 661.8 860.8

Expenses relating to the Equity Fund Raising — (4.3)

Total net assets attributable to Unitholders 661.8 856.5

Total Capitalisation 955.8 1,260.4

4.11 Interests of Directors and Substantial Unitholders

As at the Latest Practicable Date, certain directors of the Manager, namely Messrs Lim Jit Poh,Liew Mun Leong and Ong Ah Luan Cameron, hold direct and deemed interests in ART. Mr LimJit Poh is the Non-Executive Chairman of the Manager and owns a direct interest in 87,000 Units(representing 0.02 percent interest in ART). Mr Liew Mun Leong is the Non-Executive DeputyChairman of the Manager and holds a deemed interest, held directly by his spouse, in 50,000Units (representing 0.01 percent interest in ART). Mr Ong Ah Luan Cameron is a Non-ExecutiveDirector of the Manager and holds a deemed interest, held directly by his spouse, in 277,000Units (representing 0.06 percent interest in ART).

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Through Somerset Capital Pte Ltd (which owns 129,695,745 Units representing 26.0 percentinterest in ART) and pFission Pte Ltd (which owns 83,873,457 Units representing 16.8 percentinterest in ART), CapitaLand Limited has an indirect interest in 213,569,202 Units (representing42.8 percent interest in ART) as at the Latest Practicable Date.

Through the Manager (which owns 638,579 Units representing 0.1 percent interest in ART) andits direct ownership of 136,843,878 Units, The Ascott Group Limited has aggregate direct andindirect interests in 137,482,457 Units (representing 27.6 percent interest in ART) as at theLatest Practicable Date.

Save as disclosed in this Circular and based on information available to the Manager as at theLatest Practicable Date, none of the Directors or the Substantial Unitholders has an interest,direct or indirect, in the Target Acquisitions.

5. THE PROPOSED PLACEMENT TO THE ASCOTT GROUP

5.1 Proposed Ascott Group Placement

The Manager may issue New Units to the Ascott Group as part of the Equity Fund Raising. Todemonstrate its commitment to ART and to align its interest with the other Unitholders, TAG hasundertaken to the Trustee and the Joint Lead Managers, Bookrunners and Underwriters that:–

(a) TAG will accept and will procure the Manager to accept in full their respective provisionalallocations of New Units under the Preferential Offering at the Issue Price; and

(b) TAG will subscribe and/or procure its subsidiaries to subscribe, for such number of NewUnits under the Private Placement, being the difference between the total number of NewUnits which the Ascott Group will be required to subscribe to maintain its pre-placementunitholdings, in percentage terms and the total number of New Units under the PreferentialOffering provisionally allocated to and accepted by TAG and the Manager,

(the “Undertaking”).

As at the Latest Practicable Date, the Ascott Group has 27.6 percent unitholding in ART.

Under Rule 812(1) of the Listing Manual, the approval of Unitholders by way of OrdinaryResolution is required for placement of New Units to the Ascott Group. This is because theAscott Group is a Substantial Unitholder. The Ascott Group and each of its associates, includingthe Manager, are prohibited from voting on the resolution to permit such a placement of NewUnits.

Each of TAG, the Manager, Somerset Capital Pte Ltd and pFission Pte Ltd, will abstain fromvoting on the resolution relating to the Ascott Group Placement.

A placement of New Units to the Ascott Group (as a Controlling Unitholder) would also constitutean interested person transaction under Chapter 9 of the Listing Manual. As such, if New Unitsare placed to the Ascott Group in such numbers as to maintain its pre-placement unitholding, inpercentage terms, there is a possibility (depending on the actual Issue Price) that the value ofNew Units placed to the Ascott Group exceeds 5.0 percent of the value of ART’s latest auditedNTA. In such circumstances, Rule 906 of the Listing Manual also requires Unitholders’ approvalfor placement of New Units to the Ascott Group.

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5.2 Rationale for Placement to the Ascott Group

The Manager believes that the size of the unitholding of the Ascott Group provides a degree ofstability to ART as an investment vehicle. Allowing New Units to be placed to the Ascott Groupwould help to maintain such stability and provide a higher degree of certainty for the successfulcompletion of the Equity Fund Raising, which ultimately is of benefit to all Unitholders. It is alsothe Ascott Group’s intention to continue to align its interest with other Unitholders.

The Manager is of the view that the Ascott Group should not be treated differently from any otherUnitholder, and should be given the opportunity to apply for additional New Units under thePrivate Placement so as to maintain its pre-placement unitholding, in percentage terms, sinceother Unitholders may also apply for additional New Units under the Private Placement. Further,the ability of the Joint Lead Managers, Bookrunners and Underwriters to place New Units to theAscott Group would enhance investors’ confidence in ART and provide a higher degree ofcertainty for the successful completion of the Equity Fund Raising.

6. THE PROPOSED GENERAL MANDATE TO ISSUE UNITS

6.1 General Mandate

The Manager seeks the approval of Unitholders for a general mandate under Rule 887(1) of theListing Manual for the issue of new Units in the financial year ending 31 December 2007,provided that such number of new Units do not exceed 50.0 percent of the number of Units inissue after the Equity Fund Raising (taking into account New Units issued pursuant to the EquityFund Raising), of which the aggregate number of new Units issued other than on a pro rata basisto existing Unitholders must not be more than 20.0 percent of the number of Units in issue afterthe Equity Fund Raising (taking into account New Units issued pursuant to the Equity FundRaising). For the avoidance of doubt, this General Mandate will not include the New Units to beissued pursuant to the Equity Fund Raising described in this Circular.

The Manager has obtained, from the SGX-ST, a conditional waiver from Rule 887(2) of theListing Manual to base the 50.0 percent and 20.0 percent thresholds of the General Mandate onthe number of Units in issue after the Equity Fund Raising (taking into account New Units issuedpursuant to the Equity Fund Raising) rather than as at 31 December 2006. The waiver from Rule887(2) of the Listing Manual is subject to the following conditions:

(i) completion of the Equity Fund Raising within one month from the date of the EGM;

(ii) specific Unitholders’ approval being obtained at the EGM for the Equity Fund Raising;

(iii) specific Unitholders’ approval being obtained at the EGM for the General Mandate; and

(iv) an immediate announcement being made on SGXNET pursuant to Rule 107 of the ListingManual.

Accordingly, assuming 117.1 million New Units are issued under the Equity Fund Raising (at anillustrative Issue Price of S$1.70 per New Unit), approximately 616.5 million Units will beoutstanding after completion of the Equity Fund Raising and 123.3 million Units (being 20.0percent of 616.5 million Units) may be issued under the General Mandate.

6.2 Rationale for the General Mandate

The Manager is of the view that the general mandate will provide ART flexibility for further growththrough the acquisition of new properties without the time and expense of conveningextraordinary general meetings. The general mandate will also allow ART to raise funds moreexpeditiously and be more responsive in the acquisition of new properties in a competitiveenvironment where timeliness in making bids and making payment for acquisitions will give ARTa competitive advantage.

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Notwithstanding the general mandate, ART will nonetheless be required to make anannouncement and/or convene a meeting of Unitholders should an acquisition result in therelevant thresholds in Chapter 9 of the Listing Manual relating to interested person transactions,the relevant thresholds in the Property Funds Guidelines relating to interested party transactionsand/or the relevant thresholds in Chapter 10 of the Listing Manual relating to acquisitions beingexceeded. Such interested person transactions and/or interested party transaction will bereviewed by the Audit Committee of the Manager to ensure compliance with Chapter 9 of theListing Manual and Paragraph 5 of the Property Funds Guidelines.

7. THE PROPOSED SUPPLEMENT TO THE TRUST DEED RELATING TO THE REMUNERATIONOF THE TRUSTEE

7.1 Remuneration of the Trustee

Currently, under the Trust Deed, the remuneration of the Trustee is limited to 0.1 percent perannum of the Property Values, subject to a minimum fee of S$10,000 per month, which ispayable out of the Deposited Property monthly in arrear.

7.2 Rationale for the supplement to the Trust Deed

The Manager is seeking the approval of Unitholders to supplement the Trust Deed so as toamend the remuneration of the Trustee to be based on the value of Deposited Property becausethis would reflect the Manager’s intention to pay the Trustee remuneration based on the valueof the Deposited Property rather than Property Values, as set out in a fee letter dated 15November 2005.

In addition, the Manager is of the view that to base the Trustee’s remuneration on the value ofDeposited Property rather than on Property Values is market practice.

The financial impact of the change in basis of the Trustee remuneration is negligible (less than0.001 percent).

(See Appendix I of this Circular for further details on the proposed supplement to the Trust Deedrelating to the remuneration of the Trustee.)

8. RECOMMENDATIONS

8.1 On the Issue of New Units

Given the current conditions in the Singapore stock market and the borrowing limits imposed bythe MAS on property funds such as ART, the Manager considers that the proposed issue of suchnumber of New Units so as to raise gross proceeds of approximately S$199.0 million is anefficient method of financing the Target Acquisitions.

Assuming that Unitholders’ approval is obtained for the issue of New Units under the Equity FundRaising and that ART issues 117.1 million New Units (based on an illustrative Issue Price ofS$1.70 per New Unit), the number of Units in issue will increase by approximately 23.4 percent(based on 499.4 million Existing Units5). This increase in the number of Units in issue andUnitholder base is expected to increase the free float of ART.

The Target Acquisitions are expected to be accretive to the Unitholders.

5 Includes 0.8 million Units to be issued to the Manager prior to the commencement of the Equity Fund Raising in respect ofmanagement fees and acquisition fees payable in Units.

45

Accordingly, the Manager recommends that Unitholders vote at the EGM in favour of theresolution to issue New Units so as to raise gross proceeds of approximately S$199.0 million forthe purpose of the Equity Fund Raising.

8.2 On the Placement to the Ascott Group

Having regard to the rationale for the placement of New Units to the Ascott Group set out above,the Independent Directors are of the opinion that such a placement of New Units as part of theEquity Fund Raising to the Ascott Group would be on normal commercial terms and would notbe prejudicial to the interests of ART or its minority Unitholders.

Accordingly, the Independent Directors recommend that Unitholders vote in favour of theresolution to permit the placement of New Units as part of the Equity Fund Raising to the AscottGroup as described above.

8.3 On the Proposed General Mandate to Issue Units

Having regard to the rationale for the General Mandate set out above, the Manager is of theopinion that the General Mandate would be on normal commercial terms and would not beprejudicial to the interests of ART or its minority Unitholders.

Accordingly, the Manager recommends that Unitholders vote in favour of the resolution relatingto the General Mandate.

8.4 On the Trustee Remuneration Supplement

Having regard to the rationale for the Trustee Remuneration Supplement set out above, theManager is of the opinion that the proposed amendment to the Trustee’s remuneration would beon normal commercial terms and would not be prejudicial to the interests of ART or its minorityUnitholders.

Accordingly, the Manager recommends that Unitholders vote in favour of the resolution tosupplement the Trust Deed as set out in Appendix I of this Circular.

9. EXTRAORDINARY GENERAL MEETING

The EGM will be held at 3:00 p.m. on 23 February 2007 for the purpose of considering and, ifthought fit, passing with or without modification, the resolutions set out in the Notice of EGM,which is set out on pages J-1 to J-2 of this Circular.

A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak andvote unless he is shown to have Units entered against his name in the Depository Register, ascertified by CDP as at 48 hours before the EGM.

10. PROHIBITION ON VOTING

Rule 919 of the Listing Manual prohibits interested persons and their associates (as defined inthe Listing Manual) from voting on a resolution in relation to a matter in respect of which suchpersons are interested in at the EGM. As the Ascott Group, which has 27.6 percent interest inART as at the Latest Practicable Date, is interested in the resolution relating to the Ascott GroupPlacement, TAG and its associate, namely Ascott Residence Trust Management Limited, whichhas 0.1 percent interest in ART as at the Latest Practicable Date, as well as Somerset CapitalPte Ltd (which has 26.0 percent interest in ART as at the Latest Practicable Date) and pFissionPte Ltd (which has 16.8 percent interest in ART as at the Latest Practicable Date) being whollyowned subsidiaries of CapitaLand Limited which owns controlling interests in TAG, areprohibited from voting on that resolution.

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11. ACTION TO BE TAKEN BY UNITHOLDERS

You will find enclosed in this Circular the Notice of EGM and a Proxy Form.

If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote onhis behalf, he should complete, sign and return the enclosed Proxy Form in accordance with theinstructions printed thereon as soon as possible and, in any event, so as to reach the registeredoffice of the Manager at 8 Shenton Way #13-01 Temasek Tower, Singapore 068811 not later than3:00 p.m. on 21 February 2007, being 48 hours before the time fixed for the EGM. Thecompletion and return of the Proxy Form by a Unitholder will not prevent him from attending andvoting in person if he so wishes.

Persons who have an interest in the approval of one or more of the resolutions must decline toaccept appointment as proxies unless the Unitholder concerned has specific instructions in hisProxy Form as to the manner in which his votes are to be cast in respect of such resolutions.

12. DIRECTORS’ RESPONSIBILITY STATEMENTS

The Directors collectively and individually accept responsibility for the accuracy of theinformation given in this Circular and confirm, having made all reasonable enquiries, that to thebest of their knowledge and belief, the facts stated and opinions expressed in this Circular arefair and accurate in all material respects as at the date of this Circular and there are no materialfacts the omission of which would make any statement in this Circular misleading in any materialrespect. Where information has been extracted or reproduced from published or otherwisepublicly available sources, the sole responsibility of the Directors has been to ensure throughreasonable enquiries that such information is accurately extracted from such sources or, as thecase may be, reflected or reproduced in this Circular.

The forecast financial information set out in paragraphs 4.9 and 4.10 above and in Appendix Dof this Circular have been stated by the Directors after due and careful enquiry.

13. CONSENTS

Each of the Independent Accountants, the Independent Valuers and Independent PropertyConsultant has given and has not withdrawn its written consent to the issue of this Circular withthe inclusion of its name and, respectively, the Independent Accountants’ Report on the ProfitForecast, the Valuation Certificates of the Target Properties and Serviced Residences MarketOverview Report, and all references thereto, in the form and context in which they are includedin this Circular.

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours6 atthe registered office of the Manager at 8 Shenton Way #13-01 Temasek Tower, Singapore068811 from the date of this Circular up to and including the date falling three months after thedate of this Circular:

(i) the full valuation reports of the Target Properties;

(ii) the sale and purchase agreements for the Target Acquisitions;

(iii) the Independent Accountants’ Report on the Profit Forecast; and

(iv) the Trust Deed.

6 Prior appointment would be appreciated.

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15. UNITHOLDERS’ HELPLINE

If you have any questions, please contact us using the following Unitholders’ helpline:Telephone: 6389 9311Time: Between 9:00 a.m. and 5:00 p.m. Monday to Friday (excluding public holidays)

Yours faithfullyAscott Residence Trust Management Limited(as manager of Ascott Residence Trust)

Lim Jit PohChairman

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IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not obligationsof, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subjectto investment risks, including the possible loss of the principal amount invested.

Investors have no right to request the Manager to redeem their Units while the Units are listed. It isintended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of theUnits on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of ART is not necessarily indicative of the future performance of ART.

This Circular may contain forward-looking statements that involve risks and uncertainties. Actual futureperformance, outcomes and results may differ materially from those expressed in forward-lookingstatements as a result of a number of risks, uncertainties and assumptions. Representative examplesof these factors include (without limitation) general industry and economic conditions, interest ratetrends, cost of capital and capital availability, competition from similar developments, shifts in expectedlevels of property rental income, changes in operating expenses (including employee wages, benefitsand training costs), property expenses and governmental and public policy changes. You are cautionednot to place undue reliance on these forward-looking statements, which are based on the Manager’scurrent view of future events. All forecasts are based on a specified range of issue prices per Unit andon the Manager’s assumptions as explained in Appendix D of this Circular. Such yields will varyaccordingly for investors who purchase Units in the secondary market at a market price higher or lowerthan the issue price range specified in this Circular. The major assumptions are certain expected levelsof property rental income and property expenses over the relevant periods, which are considered by theManager to be appropriate and reasonable as at the date of this Circular. The forecast financialperformance of ART is not guaranteed and there is no certainty that it can be achieved. Investorsshould read the whole of this Circular for details of the forecasts and consider the assumptions usedand make their own assessment of the future performance of ART.

If you have sold or transferred all your Units, you should immediately forward this Circular, together withthe Notice of Extraordinary General Meeting and the accompanying Proxy Form, to the purchaser ortransferee or to the bank, stockbroker or other agent through whom the sale or transfer was effectedfor onward transmission to the purchaser or transferee.

This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer ofsecurities for sale into the United States. The Units may not be offered or sold in the United States orto, or for the account or benefit of, U.S. persons (as defined in Regulation S under the United StatesSecurities Act of 1933, as amended) unless they are registered or exempt from registration. There willbe no public offer of securities in the United States.

49

GLOSSARY

In this Circular, the following definitions apply throughout unless otherwise stated:

Advanced Distribution : The proposed distribution of the Distributable Income for theperiod from 1 January 2007 to the day immediately prior to thedate on which the New Units are issued

Apartment Unit : An available apartment unit for lease or licence, as the casemay be, in the Existing Properties or the Target Properties

Apartment Rental Income : Income from the rental or licensing of Apartment Units underART’s portfolio

Ascott Group : The Ascott Group Limited and its subsidiaries

Ascott Group Placement : Placement of New Units to The Ascott Group Limited and itssubsidiaries as part of the Equity Fund Raising as would berequired to maintain up to their respective pre-placementunitholdings, in percentage terms

ART : Ascott Residence Trust, a unit trust constituted on 19 January2006 under the laws of the Republic of Singapore

ATM : Automated teller machine

ATM Offering : The proposed offering of New Units to retail investors inSingapore through the ATMs of DBS Bank (including the ATMsof POSB) on a “first-come, first-served” basis

Australia Target Acquisition : The acquisition of 100.0 percent effective interest in theAustralia Target Property

Australia Target Property : Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset Gordon Heights, Melbourne), Australia

Average Daily Rates : Apartment Rental Income divided by the number of paidoccupied nights during the applicable period

A$ : Australian dollar

business day : Any day (other than a Saturday, Sunday or gazetted publicholiday) on which commercial banks are generally open forbusiness in Singapore and the SGX-ST is open for trading

Capital Distributions : Capital component of the distributions made by ART out ofUnitholders’ contributions and representing such part of theincome derived from the Target Properties that is not/cannotbe repatriated back to Singapore in the form of dividends

CDP : The Central Depository (Pte) Limited

Concession Period : The period of one calendar month from the date of listing of theNew Units on the SGX-ST during which the temporary counterfor trading of board lots of 100 Units will be maintained

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Contract of Lease : The contract of lease entered into between MPVI and AyalaLand Inc. in relation to the Philippines Target Property on 6January 1996

Controlling Unitholder : A person who:

(a) holds directly or indirectly, 15.0 percent or more of thenominal amount of Units; or

(b) in fact exercises control over ART,

as defined in the Listing Manual

DBS Bank : DBS Bank Ltd

Deposited Property : All the assets of ART for the time being held or deemed to beheld upon the trusts of the Trust Deed

Directors : Directors of the Manager

Distributable Income : Comprises ART’s taxable income and Net Overseas Incomeas determined to be distributed in accordance with ART’sdistribution policy

DPU : Distribution per Unit

EATC(S) : East Australia Trading Company (S) Pte Ltd

EGM : The extraordinary general meeting of Unitholders to be held on23 February 2007 at 3:00 p.m. to approve the matters set outin the Notice of EGM

Enlarged Portfolio : The Existing Properties and the Target Properties

Existing Properties : Ascott Beijing, Somerset Grand Fortune Garden Property,Beijing, Somerset Xu Hui, Shanghai, Somerset Olympic TowerProperty, Tianjin, Ascott Jakarta, Somerset Grand Citra,Jakarta, Country Woods, Jakarta, 40.0 percent beneficiaryinterest in Somerset Roppongi, Tokyo, Somerset Millenium,Makati, Somerset Salcedo Property, Makati, Somerset GrandCairnhill, Singapore, Somerset Liang Court Property,Singapore, Somerset Grand Hanoi and Somerset Ho Chi MinhCity

Equity Fund Raising : The proposed issue of New Units for placement by the JointLead Managers, Bookrunners and Underwriters to investorsso as to raise gross proceeds of approximately S$199.0 million

Existing Units : The outstanding Units in issue on the day immediately prior tothe date on which the New Units are issued

Extraordinary Resolution : A resolution proposed and passed as such by a majorityconsisting of 75.0 percent or more of the total number of votescast for and against such resolution at a meeting ofUnitholders duly convened under the provisions of the TrustDeed

Forecast Period 2007 : The Manager’s nine months forecast for the financial periodending 31 December 2007

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FRS : Financial Reporting Standards

General Mandate : The general mandate to be given to the Manager for the issueof new Units up to 50.0 percent of the number of Units in issueafter the Equity Fund Raising (taking into account New Unitsissued pursuant to the Equity Fund Raising), with a sub-limit of20.0 percent of the number of Units in issue after the EquityFund Raising (taking into account New Units issued pursuantto the Equity Fund Raising) for an issue of Units other than ona pro-rata basis to existing Unitholders, without the priorspecific approval of Unitholders in a general meeting

GFA : Gross floor area

Gross Profit : Has the meaning ascribed to it in the Trust Deed

Gross Rent : Comprises net rental income (after rent rebates and provisionsfor rent free periods), service charge (which is a contributionpaid by tenant(s) towards covering the operating maintenanceexpenses of the relevant property) and licence fees (whereapplicable)

Gross Revenue : Consists of (a) Gross Rent and (b) other income earned fromthe relevant property or properties

GST : Goods and services tax

HVS International : SG & R Singapore Pte Ltd (trading as HVS InternationalSingapore)

Income Tax Act : Income Tax Act, Chapter 134 of Singapore

Independent Accountants : KPMG

Independent Directors : The independent directors of the Manager

Independent PropertyConsultant

: Jones Lang LaSalle Property Consultants Pte Ltd

Independent Valuers : CB Richard Ellis Australia, Jones Lang LaSalle PropertyConsultants Pte Ltd, HVS International and CB Richard EllisVietnam

IRAS : Inland Revenue Authority of Singapore

Issue Price : The price per New Unit to be issued under the Equity FundRaising

Japan Target Acquisitions : The acquisition of 100.0 percent effective interest in SomersetAzabu East, Tokyo and the remaining 60.0 percent beneficiaryinterest in Somerset Roppongi, Tokyo

Japan Target Properties : Somerset Azabu East, Tokyo, Japan and Somerset Roppongi,Tokyo, Japan

Joint Lead Managers,Bookrunners andUnderwriters

: DBS Bank and JPMorgan

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JPMorgan : J.P.Morgan (S.E.A.) Limited

Latest Practicable Date : 24 January 2007 being the latest practicable date prior to theprinting of this Circular

Listing Manual : The Listing Manual of the SGX-ST

Manager : Ascott Residence Trust Management Limited, as manager ofART

Market Day : A day on which the SGX-ST is open for trading in securities

MAS : Monetary Authority of Singapore

MEC TMK : MEC Roppongi Tokutei Mokuteki Kaisha, a tokutei mokutekikaisha incorporated under the Japan Law RegardingSecuritization of Assets (No. 105 of 1998, as amended)

MPVI : Makati Property Ventures Inc.

n.a. : Not applicable

NAV : Net asset value

Net Overseas Income : The consolidated net profits (excluding any gains from the saleof property or shares, as the case may be) after applicabletaxes and adjustment for non-cash items, for exampledepreciation, derived by ART from its properties locatedoutside Singapore

New Units : The new Units proposed to be issued under the Equity FundRaising by way of the Preferential Offering, the ATM Offeringand the Private Placement

Non-Ascott Group/CapitaLand TLCs

: Companies within the Temasek group of companies, includingcompanies in which Temasek has an aggregate interest of atleast 10.0 percent, but excluding (a) Temasek; (b) the AscottGroup and the subsidiaries and associated companies of theAscott Group (including the real estate investment trusts orother funds managed by the subsidiaries and associatedcompanies of The Ascott Group Limited); and (c) CapitaLandLimited and the subsidiaries and associated companies ofCapitaLand Limited (including the real estate investment trustsor other funds managed by the subsidiaries and associatedcompanies of CapitaLand Limited)

NTA : Net tangible assets

Ordinary Resolution : A resolution proposed and passed as such by a majorityconsisting of 50.0 percent or more of the total number of votescast for and against such resolution at a meeting ofUnitholders convened in accordance with the provisions of theTrust Deed

Pan-Asian Region : In the context of this Circular, it refers to all countries in Asiaand the Asia-Pacific region

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Participating Banks : DBS Bank Ltd (including POSB) (“DBS Bank”), UnitedOverseas Bank Limited (“UOB”) and its subsidiary, FarEastern Bank Limited (the “UOB Group”); and Oversea-Chinese Banking Corporation Limited (“OCBC”)

Philippines TargetAcquisition

: The acquisition of 100.0 percent effective interest in thePhilippines Target Property

Philippines Target Property : Oakwood Premier Ayala Center (to be re-branded AscottMakati), the Philippines

PHP : Philippines Peso, the lawful currency of the Philippines

PRC or China : The People’s Republic of China, excluding Hong Kong SpecialAdministrative Region and Macau Special AdministrativeRegion for the purposes of this Circular

Preferential Offering : A non-renounceable preferential offering of one New Unit forevery 10 Existing Units held on the Preferential Offering BooksClosure Date (fractions of a Unit to be disregarded) toSingapore Registered Unitholders

Private Placement : The private placement of New Units by the Joint LeadManagers, Bookrunners and Underwriters to institutional andother investors as part of the Equity Fund Raising

Profit Forecast : The forecast consolidated statement of ART’s net income anddistribution for the financial period ending 31 December 2007and the accompanying assumptions and sensitivity analysisset out in Appendix D of this Circular

Property Companies : PT Bumi Perkasa Andhika, PT Ciputra Liang Court, PTIndonesia America Housing, Ascott Hospitality HoldingsPhilippines, Inc., SN Resources, Inc, SQ Resources, Inc,Hemliner (Beijing) Real Estate Co., Ltd, Shanghai Xin WeiProperty Development Co., Ltd, Somerset FG Pte. Ltd.,Mekong-Hacota Joint Venture Company Limited, Hanoi TowerCenter Company Limited, Tianjin Consco PropertyDevelopment Co. Ltd, MEC Roppongi Tokutei MokutekiKaisha (to be renamed Somerset Roppongi Tokutei MokutekiKaisha), Somerset Gordon Heights (Melbourne) Unit Trust,Somerset Azabu East Tokutei Mokuteki Kaisha, MakatiProperty Ventures Inc., Saigon Office and Serviced ApartmentCompany Limited and “Property Company” means any oneof them

Property Funds Guidelines : The guidelines for real estate investment trusts issued by theMAS as Appendix 2 of Code on Collective InvestmentSchemes issued by the MAS

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Property HoldingCompanies

: Javana Pte Ltd, Somerset Grand Citra (S) Pte Ltd, SomersetPhilippines (S) Pte Ltd, Hemliner Pte Ltd, GlenwoodProperties Pte Ltd, Ascott Residences Pte Ltd, BurtonEngineering Pte Ltd, Smooth Runner Company Limited,Somerset Roppongi (Japan) Pte. Ltd., Somerset GordonHeights (S) Pte. Ltd., Somerset Roppongi (S) Pte. Ltd.(Japanese branch), Somerset Azabu East Investment (S) Pte.Ltd. (Japanese branch), Ascott Manila Pte. Ltd., Ascott Makati,Inc., East Australia Trading Company (S) Pte Ltd and“Property Holding Company” means any one of them

Property Values : The aggregate of the values of Real Estate held directly byART and where Real Estate is held indirectly by ART throughspecial purpose vehicles, the values of the underlying RealEstate held by such special purpose vehicles pro-rated to theeffective interest of ART’s respective shareholdings in suchspecial purpose vehicles

Real Estate : Any land, and any interest, option or other right in or over anyland. For the purpose of this definition, “land” includes land ofany tenure, whether or not held apart from the surface, andbuildings or parts thereof (whether completed or otherwise andwhether divided horizontally, vertically or in any other manner)and tenements and hereditaments, corporeal and incorporeal,and any estate or interest therein, and “Real Estate” includesshares and stocks in an unlisted company which is constitutedto hold/own such real estate, such as a special purposevehicle

Restricted Placees : (a) The Directors, and Substantial Unitholders;

(b) The spouse, children, adopted children, step-children,siblings and parents of (i) the Directors and (ii)Substantial Unitholders;

(c) Substantial shareholders, related companies (as definedin Section 6 of the Companies Act, Chapter 50 ofSingapore), associated companies and sister companiesof the Substantial Unitholders;

(d) Corporations in which the Directors and the SubstantialUnitholders have an aggregate interest of at least 10.0%;and

(e) Any person who, in the opinion of the SGX-ST, falls withincategories (a) to (d)

REVPAU : Refers to revenue per available unit in the Existing Propertiesor Target Properties, determined by dividing Apartment RentalIncome by the number of available nights in the applicableperiod

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Rounding Mechanism : Where a Singapore Registered Unitholder’s provisionalallocation of New Units under the Preferential Offering is otherthan an integral multiple of 1,000 Units, the increase in theprovisional allocation of New Units to the Unitholder by suchnumber which, when added to the Unitholder’s unitholdings asat the Preferential Offering Books Closure Date, results in anintegral multiple of 1,000

SAE TMK : Somerset Azabu East Tokutei Mokuteki Kaisha, a tokuteimokuteki kaisha incorporated under the Japan Law RegardingSecuritization of Assets (No. 105 of 1998, as amended)

Scheduled Distribution : The next distribution originally scheduled to take place inrespect of ART’s Distributable Income for the period from 1January 2007 to 30 June 2007 for the Existing Units

SGHPL : Somerset Gordon Heights (S) Pte. Ltd.

SGX-ST : Singapore Exchange Securities Trading Limited

Singapore RegisteredUnitholders

: Unitholders as at the Preferential Offering Books Closure Dateother than those whose registered addresses with CDP areoutside Singapore, and who have not, at least five MarketDays prior to the Preferential Offering Books Closure Date,provided CDP with addresses in Singapore for the service ofnotices and documents

Singapore Properties : Somerset Liang Court Property, Singapore and SomersetGrand Cairnhill, Singapore

Somerset Roppongi TMK : Somerset Roppongi Tokutei Mokuteki Kaisha, a tokuteimokuteki kaisha incorporated under the Japan Law RegardingSecuritization of Assets (No. 105 of 1998, as amended)

SRJPL : Somerset Roppongi (Japan) Pte. Ltd.

Substantial Unitholder : A Unitholder with an interest in one or more Units constitutingnot less than 5.0 percent of all outstanding Units

sq ft : Square feet

sq m : Square metres

S$ and cents : Singapore dollar and cents respectively

Target Acquisitions : The Australia Target Acquisition, the Japan TargetAcquisitions, the Philippines Target Acquisition and theVietnam Target Acquisition

Target Properties : The Australia Target Property, the Japan Target Properties, thePhilippines Target Property and the Vietnam Target Property

Tax-Exempt IncomeDistributions

: Tax-exempt income component of the distributions made byART out of the tax-exempt income derived in respect of theTarget Properties

TAG : The Ascott Group Limited

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Temasek : Temasek Holdings (Private) Limited

Trust Deed : The trust deed dated 19 January 2006 constituting ARTentered into between the Trustee (as trustee of ART) and theManager constituting ART (as amended)

Trustee : DBS Trustee Ltd, in its capacity as trustee of ART

Trustee Co : Somerset Gordon Heights (Melbourne) Pty. Ltd.

Undertaking : The undertaking given by TAG to the Manager, Trustee andJoint Lead Managers, Bookrunners and Underwriters inconnection with the Equity Fund Raising

Unit : A unit representing an undivided interest in ART

Unitholder : The Depositor whose securities account with CDP is creditedwith Unit(s)

Unit Trust : Somerset Gordon Heights (Melbourne) Unit Trust

US$ : United States dollar

Vietnam DistributableProfits

: Profits of Saigon Office and Serviced Apartment CompanyLimited, after payment of such liabilities (including taxliabilities) that are determined to be appropriate for payment byits directors, including the discharge and payment of anymanagement fees, service fees, technical fees and otherpayments that may be due and owing by Saigon Office andServiced Apartment Company Limited to EATC(S)

Vietnam Target Acquisition : The acquisition of 40.2 percent effective interest in theVietnam Target Property and the 26.8 percent effective interestacquired in January 2007

Vietnam Target Property : Somerset Chancellor Court, Ho Chi Minh City, Vietnam

Waivers : The waivers granted by the SGX-ST as described inparagraphs 3.2, 3.3 and 3.4 of the Letter to Unitholders set outin this Circular

w.e.f : With effect from

¥ : Yen

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectivelyin Section 130A of the Companies Act, Chapter 50 of Singapore.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time beingamended or re-enacted.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwisestated.

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The exchange rates used in this Circular are for reference only. No representation is made that anyamounts could have been or could be converted into Singapore dollar amounts at any of the exchangerates used in this Circular, at any other rate or at all.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof aredue to rounding. Where applicable, figures and percentages are rounded to one decimal place.

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APPENDIX A

INFORMATION ON THE TARGET PROPERTIES ANDTHE EXISTING PROPERTIES

The following sections set out descriptions and selected information in respect of the Target Propertiesand the Existing Properties as well as certain pro forma financial information relating to the TargetAcquisitions. Any discrepancies in the tables, charts or diagrams between the listed figures and totalsthereof are due to rounding.

THE TARGET PROPERTIES

SHOAN HEIGHTS SERVICED APARTMENT, MELBOURNE(TO BE RE-BRANDED SOMERSET GORDON HEIGHTS, MELBOURNE), AUSTRALIA(1)

Address

19–25 Little Bourke StreetMelbourne, Victoria 3000, Australia

Description

Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset Gordon Heights,Melbourne) is located in Melbourne’s central business and financial district, surrounded by a myriad oftheatres, excellent restaurants, cafes, sporting venues, galleries, department stores and glorious parks.Furthermore, Melbourne’s free City Circle tram stops within leisurely walking distance, giving easyaccess to the city’s extensive tourist attractions.

Melbourne is the second most populous city in Australia with a metropolitan area population of over fourmillion (2006 estimate). Melbourne is located in the country’s south-east coast. The city is the statecapital of Victoria and home to over 70.0 percent of all Victorians. Melbourne today is a major centreof commerce, industry and cultural activity. Often referred to as the “sporting capital of Australia”, thecity has a rich sporting history and is home to most of Australia’s major annual sporting events.

A-1

Opened in 1998, Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset GordonHeights, Melbourne) is a freehold serviced residence located in the heart of Melbourne’s busy centralbusiness district, just around the corner from the Princess Theatre and the Victorian State Parliament.Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset Gordon Heights,Melbourne) features 43 fully-furnished Apartment Units ranging from studios, one and two-bedroomapartments to two-bedroom penthouses. Facilities of Shoan Heights Serviced Apartment, Melbourne(to be re-branded Somerset Gordon Heights, Melbourne) include a restaurant, advanced securitysystem, daily housekeeping service, valet, dry-cleaning and free laundry facilities.

Serviced Residence Management Company

Ascott International Management (Australia) Pty Ltd(2).

Number of Apartment Units

43

Net Lettable Area

2,137 sq m

Year of Completion

1998

Title

Freehold

Appraised Value

Appraised Value : A$11.6 million (equivalent to approximately S$13.9 million, based on anexchange rate of A$1.00 to S$1.20)

Date of Appraisal : 5 December 2006

Length of Stay

The following chart shows the length of stay profile of Shoan Heights Serviced Apartment, Melbourne(to be re-branded Somerset Gordon Heights, Melbourne) (in terms of Apartment Rental Income)generated for the year ended 31 December 2006:

Apartment Rental Income by length of stay

< 1 month80%

Total Apartment Rental Income = S$1.8 million (or A$1.5 million)

6 to 12 months8%

1 to 6 months12%

A-2

Guest Profile

The following charts show the guest profile of Shoan Heights Serviced Apartment, Melbourne (to bere-branded Somerset Gordon Heights, Melbourne) (in terms of Apartment Rental Income) generatedfor the year ended 31 December 2006 by market segment and by industry:

Apartment Rental Income by market segment

Leisure30%

Business trips70%


Apartment Rental Income by industry

Industrial & Capital Goods/unlisted

30%

Energy/Utilities10%

Media/Telecom10%

IT15%

Financials & consultancy25%

Consumers10%


Note: Automotive industry is classified as industrial goods and oil, mining and gas is classified as energies and utilities.

A-3

Expiry of Licences

The table below sets out details of expiries in respect of the licences for Shoan Heights ServicedApartment, Melbourne (to be re-branded Somerset Gordon Heights, Melbourne) which, as at 31December 2006, are scheduled to take place during the periods indicated:

Number of Apartment Unitsin respect of which

licences are expiring

Apartment Units inrespect of which

licences are expiring(%)

Period

1 January 2007 to 31 March 2007 28 85

1 April 2007 to 30 June 2007 2 6

1 July 2007 to 30 September 2007 2 6

1 October 2007 & beyond 1 3

Total 33 100

Notes:

(1) ART is proposing to acquire Shoan Heights Serviced Apartment, Melbourne (to be re-branded Somerset Gordon Heights,Melbourne) through a special purpose unit trust known as “Somerset Gordon Heights (Melbourne) Unit Trust” constitutedin Victoria, Australia.

(2) To be appointed. The management contract for Shoan Heights Serviced Apartment, Melbourne (to be re-branded SomersetGordon Heights, Melbourne) is expected to commence after completion of the Australia Target Acquisition in April 2007 andexpire in April 2012, with an option to renew for a further five years. Ascott International Management (Australia) Pty Ltd isan indirect wholly owned subsidiary of TAG.

A-4

SOMERSET AZABU EAST, TOKYO, JAPAN(1)

Address

No. 1 – 9 – 11, Higashi-Azabu, Minato-kuTokyo, Japan 106–0044

Description

Somerset Azabu East, Tokyo is conveniently located in Minato-ku, in the central business district ofTokyo close to multinational companies, embassies, restaurants and the Roppongi Hills shopping mall.Three subway stations are in close proximity, providing guests with efficient access to the entire city.The nearby lush Shiba Park allows guests, whether on business or leisure travel, to relax and enjoygreenery in the city, whilst the nearby Roppongi entertainment and shopping district provides guestswith an international variety of restaurants and entertainment, all within walking distance of theresidence.

The property comprises 79 fully-furnished Apartment Units housed in a 14-storey building with aone-level basement and a rooftop terrace. The fully-furnished Apartment Units range from spaciousstudios to one-bedroom layouts and are self-contained with a fully-equipped kitchen, homeentertainment system, broadband internet access and IDD telephone with a private number andvoicemail.

Somerset Azabu East, Tokyo provides recreational facilities which include a fitness centre, a residents’lounge, rooftop barbeque terrace and an indoor swimming pool. It also provides 24-hour reception andsecurity, daily morning refreshments, housekeeping service twice a week, mail and courier service,dry-cleaning and laundry services and car park.

A-5

SR Management Company

Ascott International Management Japan Company Limited(2)


79

Net Lettable Area

4,019 sq m

Year of Completion

2003

Title

Freehold

Appraised Value

Appraised Value : S$79.8 million (equivalent to approximately ¥5.7 billion based on anexchange rate of ¥1 to S$0.014)

Date of Appraisal : 3 January 2007

Length of Stay

The following chart shows the length of stay profile of Somerset Azabu East, Tokyo (in terms ofApartment Rental Income) generated for the year ended 31 December 2006.


1 to 6 months28%

6 to 12 months8%

> 12 months11%

< 1 month53%

Total Apartment Rental Income = S$5.1 million

A-6

Guest Profile

The following charts show the guest profile of Somerset Azabu East, Tokyo (in terms of ApartmentRental Income) generated for the year ended 31 December 2006 by market segment and by industry.

Relocation3%

Business trips92%

Leisure5%



Industrial3%

Legal1%Media and telecom

5%

Manufacturing9%

Capital goods/unlisted5%

Energy and utilities16%

Financial institutions28%

Consumers11%

IT22%



A-7

Expiry of Licences

The table below sets out details of expiries in respect of the licences for Somerset Azabu East, Tokyowhich, as at 31 December 2006, are scheduled to take place during the periods indicated:





Period

1 January 2007 to 31 March 2007 37 71

1 April 2007 to 30 June 2007 15 29

1 July 2007 and beyond — 0

Total 52 100

Notes:

(1) ART will acquire Somerset Azabu East, Tokyo from Mitsubishi Estate Co., Ltd. To effect the acquisition, ART has set up twowholly owned companies incorporated in Singapore, namely Somerset Azabu East Investment (S) Pte. Ltd. and SomersetAzabu East (S) Pte. Ltd.. Somerset Azabu East Investment (S) Pte. Ltd. will register a new Japanese branch in Tokyo, whichwill in turn own 51.0 percent of the preferred shares in a new tokutei mokuteki kaisha, Somerset Azabu East TMK, to be setup under the Japan Law Regarding Securitization of Assets (No. 105 of 1998, as amended). Somerset Azabu East (S) Pte.Ltd. will directly own 49.0 percent of the preferred shares and 100.0 percent of the common shares in SAE TMK. SAE TMKwill own 100.0 percent effective interest in Somerset Azabu East, Tokyo. As a result, ART will through SAE TMK own 100.0percent effective interest in Somerset Azabu East, Tokyo.

(2) Ascott International Management Japan Company Limited is 60.0 percent owned by TAG and 40.0 percent owned byMitsubishi Estate Co., Ltd. The existing management contract with Ascott International Management Japan CompanyLimited will continue after completion and will expire in March 2008.

A-8

SOMERSET ROPPONGI, TOKYO, JAPAN(1)

Address

No. 3 – 4 – 31, Roppongi, Minato-kuTokyo, Japan 106–0032

Description

Somerset Roppongi, Tokyo is located within Minato-ku, in the central business district of Tokyo, locatedwithin five minutes walk from the nearest subway station, providing efficient access to the entire city.Roppongi is known for its prominent entertainment area with an international variety of restaurants andentertainment lining the streets. An abundance of business and leisure destinations is located withinwalking distance of the residence.

The property’s 64 fully-furnished Apartment Units are housed in a 13-storey building with a basement.The fully-furnished Apartment Units range from spacious studios to two-bedroom layouts designed forthe distinguished tastes and needs of international business executives. Guest room amenities includea fully-equipped kitchen, home entertainment system, broadband internet access and IDD telephonecum fax machine with a private number.

Somerset Roppongi, Tokyo provides recreational facilities which include a fitness centre and aresidents’ lounge. It also provides 24-hour reception and security, daily morning refreshments,housekeeping service twice a week, mail and courier service, dry-cleaning and laundry services, carpark, a 24-hour convenience store and a cafe.

A-9


Ascott International Management Japan Company Limited(2)


64

Net Lettable Area

3,542 sq m

Year of Completion

1999

Title

Freehold

Appraised Value

Appraised Value : S$60.2 million (equivalent to approximately ¥4.3 billion based on anexchange rate of ¥1 to S$0.014)

Date of Appraisal : 3 January 2007

Length of Stay

The following chart shows the length of stay profile of Somerset Roppongi, Tokyo (in terms of ApartmentRental Income) generated for the year ended 31 December 2006.


6 to 12 months8%

< 1 month63%

> 12 months5%

1 to 6 months24%


A-10

Guest Profile

The following charts show the guest profile of Somerset Roppongi, Tokyo (in terms of Apartment RentalIncome) generated for the year ended 31 December 2006 by market segment and by industry.


Relocation3%

Business trips92%

Leisure5%



Energy and utilities3%

Media and telecom3%

Legal3%

Capital goods/unlisted7%

Industrial4%

Manufacturing14%

Consumers9%

Financial institutions27%


IT30%

A-11

Expiry of Licences

The table below sets out details of expiries in respect of the licences for Somerset Roppongi, Tokyowhich, as at 31 December 2006, are scheduled to take place during the periods indicated:





Period

1 January 2007 to 31 March 2007 31 82

1 April 2007 to 30 June 2007 7 18

1 July 2007 and beyond — 0

Total 38 100

Notes:

(1) ART, through its wholly owned subsidiary, SRJPL, currently holds 40.0 percent beneficiary interest in Somerset Roppongi,Tokyo through its ownership of 40.0 percent of the preferred shares and 25.0 percent of the common shares in MECRoppongi Tokutei Mokuteki Kaisha, a tokutei mokuteki kaisha incorporated under the Japan Law Regarding Securitizationof Assets (No. 105 of 1998, as amended). ART will acquire the remaining 60.0 percent beneficiary interest in SomersetRoppongi, Tokyo from Mitsubishi Estate Co., Ltd and MEC Roppongi Funding Corporation. To effect the acquisition, ARThas set up a wholly owned company incorporated in Singapore named Somerset Roppongi (S) Pte. Ltd.. SomersetRoppongi (S) Pte. Ltd. will register a new Japanese branch to be set up in Tokyo, which will own 60.0 percent of the preferredshares in MEC TMK (to be renamed as “Somerset Roppongi TMK”). The remaining 75.0 percent of the common sharesin Somerset Roppongi TMK will be acquired by SRJPL. Post-completion, Somerset Roppongi TMK’s trust arrangement inJapan will be terminated and Somerset Roppongi TMK will be the registered owner of Somerset Roppongi, Tokyo. As aresult, ART will own an effective 100.0 percent interest in the property via Somerset Roppongi TMK.

(2) Ascott International Management Japan Company Limited is 60.0 percent owned by TAG and 40.0 percent owned byMitsubishi Estate Co., Ltd. The existing management contract with Ascott International Management Japan CompanyLimited will continue after completion and will expire in May 2008.

A-12

OAKWOOD PREMIER AYALA CENTER (TO BE RE-BRANDED ASCOTT MAKATI),THE PHILIPPINES(1)

Address

Glorietta 4, Ayala CenterMakati City, ManilaThe Philippines

Description

Located in Glorietta 4 Ayala Center in the heart of Makati City’s central business district, OakwoodPremier Ayala Center (to be re-branded Ascott Makati) is close to the headquarters of numerousmultinational corporations and financial institutions. The 306-unit property comprises studios,one-bedroom to three-bedroom and penthouse apartments. It has full facilities such as fitnesscentre, gymnasium, swimming pool, business centre, meeting rooms, tennis courts and arestaurant. Guests also have direct access to entertainment facilities, shops and restaurants inthe premier Ayala Center shopping mall, which is linked to the serviced residence towers.Well-known shops at Ayala Center include anchor department stores like Rustan’s, ShoeMart,Landmark and popular brands such as Swatch, Dolce & Gabbana, Hugo Boss and Marks &Spencer. It is also near the Greenbelt Mall, a lifestyle mall where well known international brandssuch as Louis Vuitton, Prada, and Gucci can be found.


Scotts Philippines Inc.(2)


306

Net Lettable Area

34,282 sq m

A-13

Year of Completion

1999

Title

Lease tenure expiring on 6 January 2044, renewable for another 25 years subject to the mutualagreement of both parties

Appraised Value

Appraised Value : S$87.9 million (equivalent to approximately PHP 2.8 billion based on anexchange rate of PHP 1.00 to S$0.0314)

Date of Appraisal : 1 November 2006

Length of Stay

The following chart shows the length of stay profile of Oakwood Premier Ayala Center (to be re-brandedAscott Makati) (in terms of Apartment Rental Income) generated for the year ended 31 December 2006.


< 1 month48%

1 to 6 months32%

> 12 months12%

6 to 12 months 8%

Total Apartment Rental Income = S$17.9 million (or PHP569.9 million)

A-14

Guest Profile

The following charts show the guest profile of Oakwood Premier Ayala Center (to be re-branded AscottMakati) (in terms of Apartment Rental Income) generated for the year ended 31 December 2006 bymarket segment and by industry.


Others8%

Travel3%

Corporate65%

7%

Embassies and Govt17%

Leisure



Others13%Real estate

4%

Leisure6%

Industrial6%

IT & Telecom16%

Manufacturing16%

Transport8%

Government & NGOs9%

Finance15%

Healthcare and pharmaceutical7%


A-15

Expiry of Licences

The table below sets out details of expiries in respect of the licences for Oakwood Premier Ayala Center(to be re-branded Ascott Makati) which, as at 31 December 2006, are scheduled to take place duringthe periods indicated:–





Period

1 January 2007 to 31 March 2007 255 88

1 April 2007 to 30 June 2007 24 8

1 July 2007 to 31 August 2007 6 2

1 September 2007 to 31 December 2007 5 2

Total 290 100

Notes:

(1) ART is acquiring 100.0 percent interest in the Phillipines Target Property through the acquisition of 100.0 percent of theissued shares in MPVI from Ayala Hotels Inc. and Ocmador Philippines, B.V. ART has set up a Singapore special purposevehicle, Ascott Manila Pte. Ltd., for the purpose of owning MPVI through another holding company to be set up in thePhilippines, which will be named Ascott Makati, Inc.. MPVI, a special purpose vehicle incorporated in the Philippines withlimited liability, has entered into a Contract of Lease with Ayala Land Inc., the registered and legal owner of the land on whichthe Philippines Target Property sits. Upon completion of the Philippines Target Acquisition, MPVI and Ayala Land Inc. willenter into an amended Contract of Lease which will expire on 6 January 2044. Upon mutual agreement of both parties, theterm of the Contract of Lease may be renewed for another 25 years.

(2) To be appointed on completion of the Philippines Target Acquisition. Scotts Philippines Inc. is a subsidiary of TAG.

A-16

SOMERSET CHANCELLOR COURT, HO CHI MINH CITY, VIETNAM(1)

Address

21-23 Nguyen Thi Minh Khai StreetDistrict 1, Ho Chi Minh CityVietnam

Description

Somerset Chancellor Court, Ho Chi Minh City is an 18-storey building with one basement level and 42car park lots. Centrally located in District 1 in Ho Chi Minh City’s prime commercial, diplomatic andmajor shopping district, Somerset Chancellor Court, Ho Chi Minh City is within walking distance ofmany businesses, consulates and shopping centres.

The 172-unit Somerset Chancellor Court, Ho Chi Minh City offers guests facilities such as a businesscentre, swimming pool and steam room, fully-equipped gymnasium, hair and beauty salon, 24-hourreception and security, and a residents’ lounge with a library.


Ascott International Management (2001) Pte Ltd(2).


172

Net Lettable Area

19,026 sq m

Year of Completion

1995

A-17

Title

Leasehold estate of 48 years expiring on 4 October 2041

Appraised Value

HVS International

Appraised Value : S$72.0 million (equivalent to approximately US$45.0 million based on anexchange rate of US$1.00 to S$1.60)


CB Richard Ellis Vietnam

Appraised Value : S$72.0 million (equivalent to approximately US$45.0 million based on anexchange rate of US$1.00 to S$1.60)


Length of Stay

The following chart shows the length of stay profile of Somerset Chancellor Court, Ho Chi Minh City (interms of Apartment Rental Income) generated for the year ended 31 December 2006.


6 to 12 months16%

< 1 month16%

> 12 months60%

1 to 6 months8%


A-18

Guest Profile

The following charts show the guest profile of Somerset Chancellor Court, Ho Chi Minh City (in termsof Apartment Rental Income) generated for the year ended 31 December 2006 by market segment andby industry.


Others/unlisted6%

Interim accommodation8%

Conference/Events3%

Relocation61%

Projects11%

Leisure1%


Business trips10%


Industrial & CapitalGoods/unlisted

13%

Financials13%

Manufacturing5%

Healthcare4%

Government & NGOs16%

Media/Telecom5%

Real Estate6%

Energy/Utilities6%

IT1%

Consumers31%


A-19

Expiry of Licences

The table below sets out details of expiries in respect of the licences for Somerset Chancellor Court,Ho Chi Minh City, which, as at 31 December 2006, are scheduled to take place during the periodsindicated:





Period

1 January 2007 to 31 March 2007 59 51

1 April 2007 to 30 June 2007 19 21

1 July 2007 to 31 December 2007 34 23

1 January 2008 and beyond 11 5

Total 123 100

Notes:

(1) Somerset Chancellor Court, Ho Chi Minh City is owned by Saigon Office and Serviced Apartment Company Limited, a 67.0percent subsidiary of EATC(S). In January 2007, ART acquired 40.0 percent of the shares in EATC(S). ART is proposing toacquire the remaining 60.0 percent of the shares in EATC(S).

(2) The property has been managed by Ascott International Management (2001) Pte Ltd, an indirect subsidiary of TAG, since1 November 1995. The management contract has since been extended for another 10 years from 1 September 2006.

A-20

SUMMARY OF SELECTED INFORMATION ABOUT THE TARGET PROPERTIES AND EXISTINGPROPERTIES

The composition of the Enlarged Portfolio after the Target Acquisitions is as follows:


Number ofApartment

UnitsNet Lettable

Area

AppraisedValue(1)

(S$ million) Title

Australia (1 property)

Shoan HeightsServiced Apartment,Melbourne (to bere-brandedSomerset GordonHeights, Melbourne)

19-25 Little BourkeStreet, Melbourne,Victoria 3000,Australia

43 2,137 sq m 13.9 Freehold estate

China (4 properties)

Ascott Beijing 108B Jian GuoRoad, ChaoyangDistrict, Beijing100022, China

272 59,422 sq m 204.9 Leasehold estateof 70 yearsexpiring on 7February 2066

Somerset GrandFortune GardenProperty, Beijing

No. 46LiangmaqiaoRoad, ChaoyangDistrict, Beijing100016, China

81 15,899 sq m 50.2 Leasehold estateof 70 yearsexpiring on 27August 2068

Somerset Xu Hui,Shanghai

No 888, ShanxinanRoad Xu HuiDistrict, Shanghai200031, China

167 17,805 sq m 46.6 Leasehold estateof 70 yearsexpiring on 22June 2066

Somerset OlympicTower Property,Tianjin

126 Chengdu DaoHeping District,Tianjin, China

172 25,043 sq m(2)

and 6,194 sq m(3)76.2 Leasehold estate

of 70 yearsexpiring on 19November 2062;and

33 years masterlease expiring on30 June 2039

Indonesia (3 properties)

Ascott Jakarta No. 2, JalanKebon KacangRaya Central,Jakarta, Indonesia10230

198 21,371 sq m 41.3 Leasehold estateof 20 yearsexpiring on 31March 2024

Somerset GrandCitra, Jakarta

Jl Prof. Dr. SatrioKav. 1 Kuningan,Jakarta, Indonesia12940

203 (includes40 rental

housing units)

29,666 sq m 54.0 Leasehold estateof 30 yearsexpiring on 14August 2024

Country Woods,Jakarta

Jl.W.R.Supratman,Pondok RanjiCiputat Tangerang,Banten, Jakarta,Indonesia 15412

251 (includestownhouses

and bungalows)

48,490 sq m 24.0 Leasehold estateof 20 yearsexpiring on 22October 2025

Japan (2 properties)

Somerset AzabuEast, Tokyo

No. 1 – 9 – 11,Higashi-Azabu,Minato-ku, Tokyo,Japan 106–0044


SomersetRoppongi, Tokyo

No. 3 – 4 – 31,Roppongi, Minato-ku, Tokyo, Japan106–0032


A-21


Number ofApartment

UnitsNet Lettable

Area

AppraisedValue(1)

(S$ million) Title

The Philippines (3 properties)

Oakwood PremierAyala Center (to bere-branded AscottMakati)

Glorietta 4, AyalaCenter, MakatiCity, Manila, thePhilippines

306 34,282 sq m 87.9 Contract of Leaseof 48 yearsexpiring on 6January 2044, withan option to renewfor another 25years upon themutual agreementof the parties(4)

SomersetMillennium, Makati

104, AguirreStreet, LegaspiVillage, MakatiCity, Manila, thePhilippines 1229

138 (of which69 have beenleased from

unrelated thirdparties)

4,448 sq m 13.9 Freehold estate

Somerset SalcedoProperty, Makati

H.V. Dela Costacorner L.P. LevisteStreet SalcedoVillage, Makati CityManila, thePhilippines 1227


Singapore (2 properties)

Somerset GrandCairnhill, Singapore

No. 15, CairnhillRoad, Singapore229650

144 18,629 sq m 160.0 Leasehold estateof 99 yearsexpiring on 10June 2082

Somerset LiangCourt Property,Singapore

No. 177B, RiverValley Road,Singapore 179032

193 16,908 sq m 132.0 Leasehold estateof 97 years 30days expiring on1 May 2077

Vietnam (3 properties)

Somerset GrandHanoi

No 49, Hai BaTrung Street HoanKiem District,Hanoi, Vietnam

185 28,328 sq m 103.1 Leasehold estateof 45 yearsexpiring on 8February 2038

SomersetChancellor Court,Ho Chi Minh City

21-23 Nguyen ThiMinh Khai Street,District 1, Ho ChiMinh City, Vietnam

172 19,026 sq m 72.0 Leasehold estateof 48 yearsexpiring on 4October 2041

Somerset Ho ChiMinh City

8A, Nguyen BinhKhiem Street,District 1, Ho ChiMinh City, Vietnam

165 19,154 sq m 66.6 Leasehold estateof 45 yearsexpiring on 25December 2039

Total 2,904 380,264 sq m 1,300.2

Notes:

(1) Refers to 100.0% of Target Property or Existing Property.

(2) In respect of the serviced residence portion of Somerset Olympic Tower Property, Tianjin.

(3) In respect of the 33-year master lease of the commercial podium of the Somerset Olympic Tower Property, Tianjin betweenTianjin Sports Administration Bureau (as lessor) and Tianjin Consco (as lessee) for the period from 1 July 2006 to 30 June2039.

(4) This refers to an amended Contract of Lease to be entered into upon completion of the Philippines Target Acquisition.

A-22

The following charts set out the average portfolio REVPAU, Average Daily Rates and Occupany Ratesfor the Existing Properties and the Enlarged Portfolio for the Forecast Period 2007:-

Average REVPAU for the Forecast Period 2007

S$121

S$124

Average Daily Rates for the Forecast Period 2007

S$142

S$146

Average Occupancy Rates for the Forecast Period 2007




85% 85%

A-23

The following chart shows the length of stay profile of the Enlarged Portfolio generated for the yearended 31 December 2006.


< 1 month27%

1 to 6 months21%

> 12 months32%

6 to 12 months20%

The following charts show the guest profile for the Enlarged Portfolio generated for the year ended 31December 2006 by market segment and by industry.


Relocation36%

Business Trip30%

Others11%

Family/ Leisure5%

Project18%

Others16%

Energy & Utilities3%

Healthcare

Media & Telecommunications

5%

Consumers5%

Information Technology6% Manufacturing

11%

Real estate/ Lodging12%

Financial Institutions9%

Government & NGOs7%

Industrial21%

5%

Apartment Rental Income by Industry

A-24

APPENDIX B

TAX CONSIDERATIONS

The following summary of certain Singapore income tax considerations to Unitholders in respect of theTarget Acquisitions is based upon laws, regulations, rulings and decisions now in effect, all of which aresubject to change (possibly with retroactive effect). The summary is not a tax advice and does notpurport to be a comprehensive description of all the considerations that may be relevant to Unitholders.Unitholders should consult their own tax advisors on the tax implications that may apply to their ownindividual circumstances.

Singapore Income Tax

Income derived from the Target Properties

The rental income and other related income earned from the Target Properties will be received inSingapore by the relevant Singapore subsidiaries of ART in a combination of some of the followingforms:

(a) dividend income;

(b) interest income;

(c) branch profits;

(d) trust distributions; and

(e) proceeds from repayment of shareholders’ loans.

The dividend income received in Singapore by the relevant Singapore tax-resident subsidiaries of ARTin respect of the Japan Target Properties, the Philippines Target Property and the Vietnam TargetProperty will be exempt from tax under Section 13(8) of the Income Tax Act provided:

(a) in the year the dividend income is received in Singapore, the headline corporate tax rate of thejurisdiction from which it is received is at least 15.0 percent;

(b) the dividend has been subjected to tax in the jurisdiction from which it is received; and

(c) the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficialto the relevant Singapore subsidiary.

The relevant Singapore tax-resident subsidiaries of ART will be able to claim a credit for the tax paidin Japan on the branch profits remitted to Singapore, but only to the extent that the credit does notexceed the amount of Singapore tax payable on the branch profits.

ART has obtained approval from the IRAS to exempt from Singapore income tax the interest incomeand trust distributions received in Singapore by the relevant Singapore subsidiaries in respect of theTarget Properties, as the case may be. This exemption is given under Section 13(12) of the Income TaxAct. This exemption is subject to stipulated conditions, including the condition that the relevantSingapore subsidiary is a tax resident of Singapore.

The proceeds from the repayment of shareholders’ loans are capital receipts and hence are not liableto Singapore income tax.

B-1

Distributions to Unitholders

Distributions made by ART out of the income derived in respect of the Target Properties will compriseeither or both of the following two components:

(a) tax-exempt income component (“Tax-Exempt Income Distributions”); and

(b) capital component (“Capital Distributions”).

Tax-Exempt Income Distributions refer to distributions made by ART out of its tax-exempt income. Suchdistributions are exempt from Singapore income tax in the hands of Unitholders. No tax will be deductedat source on such distributions.

For this purpose, ART has obtained from the IRAS a ruling to allow it to distribute the foreign-sourceddividend income, interest income, branch profits and trust distributions that it expects to receive withinnine months from the end of the relevant accounting year as Tax-Exempt Income Distributions. Thisruling is subject to a rollover adjustment mechanism. In the event that the actual amount offoreign-sourced income finally received is lower than the amount expected to be received and on whichthe distribution is based, the difference will be deducted from the amount of Tax-Exempt IncomeDistribution made immediately following the receipt of the foreign-sourced income.

Capital Distributions refer to distributions made by ART out of Unitholders’ contributions andrepresenting such part of the income derived from the Target Properties that is not/cannot berepatriated back to Singapore in the form of dividends. Unitholders will not be subject to Singaporeincome tax on such distributions. These distributions will be treated as a return of capital for Singaporeincome tax purposes. For Unitholders who hold the Units as trading or business assets and are liableto Singapore income tax on gains arising from the disposal of the Units, the amount of CapitalDistributions will be applied to reduce the cost of the Units for the purpose of calculating the amountof taxable trading gains when the Units are disposed of. If the amount of Capital Distributions exceedsthe cost of the Units, the excess will be subject to tax as trading income of such Unitholders.

B-2

APPENDIX C

PROPOSED OWNERSHIP STRUCTURE OF THE TARGET PROPERTIES(1)

40%(3)

51%(4)

67%

Ascott Residence Trust

Singapore

Overseas

Somerset Gordon Heights (S) Pte. Ltd.

Somerset Roppongi

(Japan) Pte. Ltd.

Somerset Roppongi

(S) Pte. Ltd.

Somerset Azabu East

(S) Pte. Ltd.

Somerset Azabu EastInvestment (S) Pte. Ltd.

Ascott Manila Pte Ltd East Australia Trading Company (S) Pte Ltd

( EATC(S) )

Saigon Office & ServicedApartment Company

Limited

Ascott Makati, Inc.

Japanesebranch

Japanesebranch 49%(4)

100%

100% 100%(5) 100% 100% 100%

100%

100% 100% 100%

100%

100%

100%

Somerset Gordon Heights (Melbourne) Unit

Trust

60%(3)

Somerset Roppongi TMK

SAE TMK Makati Property Ventures Inc

Ascott Makati Somerset Chancellor Court,

Ho Chi Minh City

Somerset Azabu East,Tokyo

Somerset Roppongi,Tokyo

Somerset Gordon Heights, Melbourne(2)

Australia Target Property Japan Target Properties Philippines Target Property Vietnam Target Property

C-1

Notes:

(1) Simplified ownership structure for the Target Properties to illustrate ART’s effective interest in the Target Properties. “Effective interest” refers to the proportion of interest owned by ART, whetherdirectly, indirectly or beneficially, in each of the Target Properties via interests in property holding companies and/or property companies.

(2) The registered owner of the Australia Target Property will be the trustee of Somerset Gordon Heights (Melbourne) Unit Trust, namely Somerset Gordon Heights (Melbourne) Pty. Ltd. which is whollyowned by Somerset Gordon Heights (S) Pte. Ltd..

(3) ART, through its wholly owned subsidiary, Somerset Roppongi (Japan) Pte. Ltd. (“SRJPL”), currently holds 40.0 percent of the preferred shares and 25.0 percent of the common shares in the capitalof MEC TMK, representing a beneficiary interest of approximately 40.0 percent in the capital of MEC TMK. ART will acquire the remaining 60.0 percent of the preferred shares and 75.0 percentof the common shares in the capital of MEC TMK, representing a beneficiary interest of approximately 60.0 percent in the capital of MEC TMK, via a Japanese branch to be set up in Japan andSRJPL, respectively.

(4) ART will acquire 100.0 percent of the preferred shares in SAE TMK via a Japanese branch to be set up (which will own 51.0 percent of the preferred shares) and Somerset Azabu East (S) Pte.Ltd. (which will own 49.0 percent of the preferred shares).

(5) In January 2007, ART acquired 40.0 percent of the shares in EATC(S). ART is acquiring the remaining 60.0 percent of the shares in EATC(S).

C-2

APPENDIX D

PROFIT FORECAST

Statements contained in this Profit Forecast section that are not historical facts may be forward-lookingstatements. Such statements are based on the assumptions set forth in this section and are subject tocertain risks and uncertainties which could cause actual results to differ materially from thoseforecasted. Under no circumstances should the inclusion of such information herein be regarded as arepresentation, warranty or prediction with respect to the accuracy of the underlying assumptions bythe Manager or any other person, nor that these results will be achieved or are likely to be achieved.See “Forward-looking Statements” and “Risk Factors”. Recipients of this Document and all prospectiveinvestors in the Units are cautioned not to place undue reliance on these forward-looking statementsthat speak only as of the date of this Document.

The Profit Forecast should be read together with the “Independent Accountants’ Report on the ProfitForecast” contained in Appendix E of this Circular as well as the assumptions and sensitivity analysisset out below.

The table below sets forth Ascott Residence Trust’s (“ART”) forecast Consolidated Statements of TotalReturn for the Forecast Period 2007 (being the period from 1 April 2007 to 31 December 2007). Theprofit forecast is based on the assumptions set out below. The assumptions have been reviewed andthe computations checked by KPMG. The profit forecast should be read together with the reports setout in Appendix E, “Independent Accountants’ Report on the Profit Forecast” as well as theassumptions and the sensitivity analysis set out below.

Forecast Consolidated Statements of Total Return

ExistingProperties

9-month ForecastPeriod 2007

TargetAcquisitions

(1), (2),(4)


Enlarged Portfolio9-month Forecast

Period 2007

(S$’000) (S$’000) (S$’000)

Revenue 87,006 29,926 116,932

Direct expenses (46,487) (16,442) (62,929)

Gross Profit 40,519 13,484 54,003

Other operating income 388 388

Interest expense (10,249) (12,899)

Manager’s management fees (3,472) (4,593)

Trustee fees (111) (242)

Professional fees (373) (515)

Audit fees (258) (382)

Other operating expenses (386) (736)

Share of results of associated company 348

Net profit 26,406 35,024

Income tax (4,290) (5,409)

Total return for the period after income tax 22,116 29,615

Minority interest (2,697) (3,366)

Total return for the period attributable tounitholders before distribution 19,419 26,249

D-1

ExistingProperties


TargetAcquisitions

(1), (2),(4)


Enlarged Portfolio9-month Forecast

Period 2007

(S$’000) (S$’000) (S$’000)

Attributable to:

— Unitholders 19,419 26,249

— Minority interest 2,697 3,366

Total return for the period after income tax 22,116 29,615

Reconciliation from Total return for the period attributable to unitholders to Total unitholders’distribution:

Total return for the period attributable tounitholders from Consolidated Statements ofTotal Return 19,419 26,249

Net effect of non-tax deductible/chargeable itemsand other adjustments(3) 5,049 6,781

Total unitholders’ distribution 24,468 33,030

Unitholders’ distribution:

— from operations 9,365 13,705

— from unitholders’ contributions(5) 15,103 19,325

Total unitholders’ distribution 24,468 33,030

Units in issue (’000) 499,439 616,497

Distribution per units (cents) 4.90 5.36

Distribution per units (cents) — annualised 6.53 7.14

Notes:

(1) Pursuant to its announcement on 3 October 2006, ART acquired an initial 40.0 percent interest in MEC TMK, and hence 40.0percent interest in Somerset Roppongi, Tokyo through an acquisition of the entire share capital of Somerset Roppongi(Japan) Pte. Ltd. The results from this interest is presented under “Existing Properties” as “Share of results of associatedcompany”. ART is proposing to acquire the remaining 60.0 percent effective interest in MEC TMK as part of the “TargetAcquisitions”. Consequently 100.0 percent of the revenue and direct expenses of MEC TMK is presented under the “TargetAcquisitions”.

(2) Pursuant to its announcement on 14 December 2006, ART acquired an initial interest of 40.0 percent in EATC (S) and hence26.8 percent effective interest in Somerset Chancellor Court, Ho Chi Minh City. ART is proposing to acquire the remaining60.0 percent in EATC (S) and consequently an additional 40.2 percent effective interest in Somerset Chancellor Court, HoChi Minh City as part of the Vietnam Target Acquisition. For presentation in the Profit Forecast, the acquisition of 100.0percent interest in EATC (S) or an effective interest of 67.0 percent effective interest in Somerset Chancellor Court isincluded under the “Target Acquisitions”.

(3) These include non-tax deductible expenses relating to the portion of the Manager’s management fees which are payablein the form of Units, other expenses which are non-deductible for tax purposes and adjustments for certain non-cash itemsincluding depreciation of plant and equipment.

(4) Apart from Revenue and Direct Expenses, other operating income and expenses have not been allocated to the TargetAcquisitions as such allocation would be arbitrary and may not be meaningful.

(5) Distributions from Unitholders’ contributions pertain to adjustment for depreciation expense of the overseas ExistingProperties and Target Properties and adjustment for trust expense relating to overseas Existing Properties and TargetProperties that are paid in Units.

D-2

Illustrative Issue Price Range of the Units

The Manager has prepared the Profit Forecast for the Forecast Period 2007 (being the period from 1April 2007 to 31 December 2007) based on an illustrative Issue Price of S$1.70 and the assumptionsset out below. The Manager considers these assumptions to be appropriate and reasonable as at thedate of this Circular. However, investors should consider these assumptions as well as the ProfitForecast and make their own assessment of the future performance of ART.

Additionally, based on the annualised forecast DPU of 7.14 cents for the Forecast Period 2007 for theEnlarged Portfolio, the table below sets out the distribution yields for investors at an illustrative marketprice range of S$1.55 to S$1.85 per Unit.

Distribution yield based on payout of 100.0% of TaxableIncome and Net Overseas Income

Forecast Period 2007(%)

Illustrative price per Unit

S$1.55 4.61

1.57 4.55

1.59 4.49

1.61 4.43

1.63 4.38

1.65 4.33

1.67 4.28

1.69 4.22

1.70 4.20

1.71 4.18

1.73 4.13

1.75 4.08

1.77 4.03

1.79 3.99

1.81 3.94

1.83 3.90

1.85 3.86

None of ART, the Manager, the Trustee or Ascott guarantees the performance of ART or thepayment of any distributions, or any particular return on the Units.

The forecast yields stated in the table above are calculated based on the illustrative marketprice range of S$1.55 to S$1.85 per Unit. Such yields will vary accordingly for investors whopurchase Units in the secondary market at a market price that differ from the illustrative pricerange of S$1.55 to S$1.85 per Unit. In no circumstances should the inclusion of such anillustrative market price range be regarded as a representation, warranty or prediction withrespect to the market trading price of the Units on the SGX-ST.

D-3

Revenue and Gross Profit Forecast of Individual Properties

The underlying forecast Revenue and Gross Profit of each of the Existing Properties and the TargetProperties are as follows:

Country

Effectiveinterest held by

ART in theExisting

Property orTarget

Property(1)

Revenue(S$’000)

Gross Profit(S$’000)

The Existing Properties

Somerset Grand Cairnhill, Singapore Singapore 100.0% 10,849 6,280

Somerset Liang Court Property, Singapore Singapore 100.0% 8,108 3,461

Ascott Beijing China 100.0% 14,492 5,911

Somerset Grand Fortune Garden Property,Beijing China 100.0% 4,102 2,281

Somerset Xu Hui, Shanghai China 100.0% 5,743 1,945

Somerset Olympic Tower Property, Tianjin China 100.0% 7,808 3,978

Ascott Jakarta Indonesia 100.0% 5,921 1,589

Somerset Grand Citra, Jakarta Indonesia 57.4% 6,894 3,008

Country Woods, Jakarta Indonesia 100.0% 3,116 541

Somerset Millennium, Makati The Philippines 100.0% 3,742 1,005

Somerset Salcedo Property, Makati The Philippines 100.0% 633 517

Somerset Grand Hanoi Vietnam 76.0% 9,750 6,016

Somerset Ho Chi Minh City Vietnam 69.0% 5,848 3,987

Subtotal 87,006 40,519

The Target Acquisitions

Shoan Heights Serviced Apartment,Melbourne (to be re-branded SomersetGordon Heights, Melbourne) Australia 100.0% 1,574 598

Somerset Azabu East, Tokyo Japan 100.0% 3,935 2,393

Somerset Roppongi, Tokyo Japan 100.0% 3,349 1,892

Oakwood Premier Ayala Center (to be re-branded Ascott Makati) The Philippines 100.0% 14,566 4,974

Somerset Chancellor Court, Ho Chi MinhCity Vietnam 67.0% 6,502 3,627

Subtotal 29,926 13,484

Total 116,932 54,003

Note:

(1) Effective interest refers to the proportion of interest owned by ART, whether directly or indirectly and beneficially, in each ofthe Existing Properties and the Target Properties or through Property Companies, as the case may be.

D-4

Assumptions

The Manager has prepared the profit forecast for the Forecast Period 2007 based on theassumptions listed below. The Manager considers these assumptions to be appropriate andreasonable as at the date of this Document. However, recipients of this Document and allprospective investors in the Units should consider these assumptions as well as the profitforecast and make their own assessment of the future performance of ART.

Foreign exchange rates

The profit forecast for the Forecast Period 2007 is prepared based on the expected exchange rates ofthe United States Dollar, the Renminbi, the Philippine Peso, Japanese Yen and the Australian Dollar tothe Singapore Dollar as set out below:

Foreign Currency

Exchange rate(Singapore Dollar to1 Foreign currency)

Forecast Period 2007

United States Dollar (“US$”) 1.5150

Renminbi 0.1976

Philippine Peso 0.0299

Japanese Yen 0.0140

Australian Dollar 1.2000

The Manager has applied the above foreign exchange rates in its preparation of the ForecastConsolidated Statements of Total Return for 2007. The exchange rate estimates are sourced from anindependent financial institution database. The Manager wishes to highlight that the exchange ratesapplied are current estimates and actual exchange rates in the Forecast Period 2007 are likely to bedifferent from these estimates.

(I) Revenue

Revenue comprises (a) rental revenue, (b) car park income, (c) hospitality income and (d) otherincome earned from the Existing Properties and the Target Properties, including food andbeverages income and service charges.

Existing PropertiesForecast Period 2007

Enlarged PortfolioForecast Period 2007

S$’000 S$’000

(a) Rental revenue 80,562 107,470

(b) Car park income 1,815 1,944

(c) Hospitality income 4,128 4,908

(d) Other income 501 2,610

Total revenue 87,006 116,932

D-5

A summary of the assumptions which have been used in calculating the Revenue is set outbelow:

(a) Rental revenue

Rental revenue consists of (i) apartment rental income and (ii) retail and office rentalincome.

(i) Apartment rental income

Apartment rental income comprises income from the rental of serviced residenceApartment Units under ART’s portfolio.

Rents paid under ART’s licence agreements are generally fixed for the tenure of thelicence period which could vary from one day to two years.

Somerset Salcedo Property, Makati

On 11 October 2005, Ascott Hospitality Holdings Philippines, Inc (“AHHPI”), a whollyowned subsidiary of ART, Beccomax Property and Development Corporation(“Beccomax”), an unrelated third party and Somerset Salcedo Makati, Inc (“SSMInc.”), entered into a contract of lease (the “Salcedo Contract of Lease”). Pursuant tothe Salcedo Contract of Lease, AHHPI and Beccomax leased Somerset SalcedoMakati to SSM Inc. for a period of five years from 1 January 2005 for an aggregaterental income of approximately PHP 5.9 million per month in respect of the 150Apartment Units1 in Somerset Salcedo Makati. Of the aggregate monthly rentalincome of approximately PHP 5.9 million, approximately PHP 2.4 million isattributable and payable to AHHPI as rental income in respect of the 71 ApartmentUnits and 71 parking lots in Somerset Salcedo Makati in which AHHPI owns. TheManager has forecast the Apartment Rental Income derived from Somerset SalcedoProperty, Makati for the Forecast Period 2007 based on the Salcedo Contract ofLease.

The forecast apartment rental income is based on the following assumptions:

• The Manager has assessed occupancies and the average daily rates to arriveat the revenue per available unit (“REVPAU”) for each of ART’s 18 ExistingProperties and the Target Properties, save for Somerset Salcedo Property,located in the seven jurisdictions as at 31 December 2006. Forecastoccupancies are derived after taking into account historical and currentoperating performance of each Property and the expected achievable levelsbased on underlying forecast economic conditions in each of the sevenjurisdictions. Forecast average daily rate considers economic outlook in each ofthe seven jurisdictions. The REVPAU is the apartment rental income which theManager believes each Property could continue to achieve for each availableapartment unit and is used to forecast the apartment rental income for theForecast Period 2007.

• The Manager has analysed various forecast economic indicators such as GrossDomestic Product (“GDP”) growth and Foreign Direct Investment (“FDI”) growthfor each of the seven jurisdictions and has also taken into consideration majorevents that will take place in each of the seven jurisdictions to make thefollowing assumptions on the weighted average REVPAU annual growth rates(based on apartment rental revenue contribution of each Property) in each of theseven jurisdictions.

1 AHHPI owns 71 Apartment Units within Somerset Salcedo, Makati (“Somerset Salcedo Property, Makati”). The remaining79 units in Somerset Salcedo, Makati are owned by unrelated third parties.

D-6

Weighted averageREVPAU annual

growth for ForecastPeriod 2007

Singapore 3%

Australia 2%

China 9%

Indonesia 1%

Japan 2%

The Philippines 2%

Vietnam 5%

Portfolio 5%

The Manager believes that these assumptions are appropriate for the followingreasons:

• The weighted average REVPAU annual growth rates for the portfolio during theyears ended 31 December 2005 and 2006 were in the range of approximatelyabout 4.0 percent to 6.0 percent per annum for both years which are in line withthe forecast figures.

• The Manager intends to undertake targeted marketing and promotionalactivities, in addition to continuing maintenance and refurbishment of softfurnishings at the Existing Properties and the Target Properties, in order toachieve sustainable growth at the Existing Properties and the Target Propertiesin the Forecast Period 2007.

(ii) Retail and office rental income

Retail and office rental income comprises rental income accruing from or resultingfrom leasing retail and office spaces in the Existing Properties and the TargetProperties.

Retail and office rental income is expected to grow in line with expected annualinflation for each of the seven jurisdictions. The Manager has forecast the total retailand office rental income for the Existing Properties and the Target Properties to beapproximately S$7.3 million for the Forecast Period 2007.

(b) Car park income

Car park income includes income accruing from or resulting from the operation of the carparking facilities in the Existing Properties and the Target Properties. More than 90.0percent of ART’s car park income is derived from Somerset Grand Cairnhill’s car parkwhich is managed by an external operator. Somerset Grand Cairnhill’s car park incomecomprises both fixed and variable components. The Manager has estimated the variablecomponent to vary proportionately with apartment rental revenue for the Forecast Period2007.

Other than Somerset Grand Cairnhill, the forecast car park income earned from theExisting Properties and the Target Properties for the Forecast Period 2007 has beenestimated to increase at an annual growth rate which approximates the inflation rate ofeach of the relevant jurisdictions.

The Manager has forecast total car park income for the Existing Properties and the TargetProperties to be approximately S$1.9 million for the Forecast Period 2007.

D-7

(c) Hospitality income and other income

Hospitality income includes fees from usage of the business centre and laundry facilities,recoveries from guests for utilities including telephone charges, service and maintenancefees and fees for managing public areas as well as other miscellaneous income.

Other income comprises mainly income earned from the sale of food and beverages.Contribution from other income is not significant and is forecast to contribute approximately2.0 percent of revenue for Forecast Period 2007.

In general, the Manager has forecast hospitality income and other income to varyproportionately with apartment rental revenue for the Forecast Period 2007.

The forecast amount of hospitality income for the Forecast Period 2007 is S$4.9 million.

The forecast amount of other income for the Forecast Period 2007 is approximately S$2.6million.

(II) Direct expenses

Direct expenses consist primarily of:

Existing PropertiesForecast Period 2007

Enlarged PortfolioForecast Period 2007

S$’000 S$’000

(a) Staff costs (11,490) (13,867)

(b) Operation and maintenance expenses (10,959) (16,497)

(c) Marketing and selling expenses (1,610) (2,188)

(d) Property tax (2,916) (3,923)

(e) Serviced residence management fees (6,458) (8,256)

(f) Depreciation (3,884) (5,789)

(g) Other direct expenses (9,170) (12,409)

Total direct expenses (46,487) (62,929)

A summary of the assumptions which have been used in calculating direct expenses is set outbelow:

(a) Staff costs

Staff costs relate to wages and salaries, staff benefits and other expenses relating to thehiring of staff to carry out day-to-day operations at the Existing Properties and the TargetProperties, including housekeeping services, reception services, security services andother services. Staff costs have been forecast as a function of average cost per headcountand the expected number of staff employed at the Existing Properties and the TargetProperties. The Manager has forecast average cost per headcount to move in line with theemployment market in each of the seven jurisdictions.

D-8

For the Forecast Period 2007, the Manager has estimated an increase in average cost perheadcount based on an annual growth rate in each country (which approximates theinflation rate of each of the seven jurisdictions). In addition, the Manager has alsoconsidered staff strength requirements at the Existing Properties and the Target Propertiesby taking into account the forecast performance of the Existing Properties and the TargetProperties (in particular, occupancy levels and operating efficiencies).

(b) Operation and maintenance expenses

Operation and maintenance expenses relate to costs incurred for the provision of servicesand upkeep of the Existing Properties and the Target Properties, including housekeeping,security, cleaning, electricity and utility expenses and minor repairs of soft furnishings atthe Existing Properties and the Target Properties. In general, the Manager has forecastvariable components of operation and maintenance expenses to vary in proportion torevenue for the Forecast Period 2007. Fixed components of operation and maintenanceexpenses are forecast by applying an annual growth rate (which approximates the inflationrate of each of the seven jurisdictions) to the expenses incurred in the previous year. TheManager also took into consideration cost efficiencies and regular repair and maintenanceexpenses at the Existing Properties and the Target Properties in arriving at the estimatesfor the Forecast Period 2007.

(c) Marketing and selling expenses

Marketing and selling expenses relate to costs incurred in advertising and promotionalactivities of the Existing Properties and the Target Properties. The Manager has generallyforecast such marketing and selling expenses to vary in proportion to revenue for theForecast Period 2007. Where the Manager intends to increase marketing efforts at certainof the Existing Properties and the Target Properties, consideration has been made foradditional expenses in the forecast.

(d) Property tax

It has been assumed that the basis of assessment for property tax by the tax authorities ineach of the seven jurisdictions will remain the same as the latest year of assessment andthat no property tax rebate will be given by the tax authorities.

(e) Serviced residence management fees

Under the Serviced Residence Management Agreements, the Serviced ResidenceManagement Companies are each entitled to a basic management fee and/or an incentivemanagement fee for each of the Existing Properties and the Target Properties. In relationto each Property, the basic management fee ranges between 2.0 percent and 3.0 percentper annum of revenue of each of the Property. In relation to each Property, the incentivemanagement fee ranges between 5.0 percent and 10.0 percent per annum of grossoperating profit of each of the Property.

(f) Depreciation

Depreciation has been assumed to be provided on the Group’s plant and equipment on astraight-line basis so as to write off items of plant and equipment over their estimated usefullives. The Manager has forecast depreciation of the plant and equipment owned by theGroup to amount to S$5.8 million for the Forecast Period 2007.

D-9

(g) Other direct expenses

Other direct expenses include business tax, bank charges and general and administrativeexpenses. Variable components (including business tax, bank charges and certain of thegeneral and administrative expenses) are forecast to vary in proportion to revenue for theForecast Period 2007. Fixed components of other direct expenses have been arrived at byapplying an annual growth rate (which approximates the inflation rate of each of the sevenjurisdictions) to the expenses incurred in the previous year.

(III) Interest expense

The Manager has forecast the Group’s interest-bearing loans to amount to S$397.2 million forthe Forecast Period 2007. Of this amount, S$287.3 million is part of the existing loans whichhave been drawn down, S$47.9 million is the additional loans to be raised to partially finance theJapan Target Acquisitions, and the remaining amount of S$62.0 million is the estimated loans tobe assumed by ART upon completion of the Target Acquisitions. These loans are principallydenominated in the Singapore Dollars, Japanese Yen and the United States Dollars.

ART currently has multi-currency revolving credit facilities amounting to S$240.0 million fromOversea-Chinese Banking Corporation Limited and United Overseas Bank Limited. As at 31December 2006, S$214.2 million had been drawn from these facilities on a fixed rate basis.

The Manager has forecast to raise additional loan amounting to ¥3.42 billion (or approximatelyS$47.9 million) to finance part of acquisition costs relating to one of the Japan TargetAcquisitions. In addition, the Manager has forecast to assume additional loans amounting toUS$17.1 million (approximately S$25.9 million) and ¥2.58 billion (or approximately S$36.1million) upon completion of the Vietnam Target Acquisition and the other Japan TargetAcquisition respectively.

The existing loans have been forecast to bear interest rates ranging from 4.0 percent to 6.3percent per annum for the Forecast Period 2007. For the additional loans, the Manager hasassumed interest at rates ranging from 2.1 percent to 6.2 percent per annum.

(IV) Manager’s Management Fees

Under the Trust Deed, the Manager is entitled to Management Fees comprising the Base Feeand the Performance Fee as follows:

(a) a Base Fee of 0.3 percent per annum of the Property Values; and

(b) a Performance Fee that comprises Base Performance Fee and Additional OutperformanceFee. Base Performance Fee shall be 4.0 percent per annum of ART’s share of Gross Profitfor each financial year. In the event ART’s share of Gross Profit increases by more than 6.0percent annually, the Manager will be entitled to an Additional Outperformance Fee of 1.0percent of the difference between ART’s share of that financial year’s Gross Profit and106.0 percent of ART’s share of the preceding year’s Gross Profit.

(Please refer to the following table for ART’s share of the Property Values and ART’s share ofGross Profit of the Deposited Property)

D-10

EffectiveInterest held

by ART in theProperty orthe relevant

PropertyCompany(1)

Asset Value during theForecast Period 2007

Gross Profit forecast forthe Forecast Period 2007

100.0% ofPropertyValues

ART’s shareof Value ofPropertyValues

100.0% ofGross Profit

ART’s shareof Gross

Profit

Property (S$’mil) (S$’mil) (S$’mil) (S$’mil)

Somerset Grand Cairnhill,Singapore

100.0% 160.0 160.0 6.3 6.3

Somerset Liang CourtProperty, Singapore

100.0% 132.0 132.0 3.5 3.5

Shoan Heights ServicedApartment, Melbourne(to be re-brandedSomerset GordonHeights, Melbourne)

100.0% 13.9 13.9 0.6 0.6

Ascott Jakarta 100.0% 39.4 39.4 1.6 1.6

Somerset Grand Citra,Jakarta

57.4% 51.5 29.6 3.0 1.7

Country Woods, Jakarta 100.0% 22.9 22.9 0.5 0.5

Somerset Azabu East,Tokyo

100.0% 79.8 79.8 2.4 2.4

Somerset Roppongi, Tokyo 100.0% 60.2 60.2 1.9 1.9

Oakwood Premier AyalaCenter (to be re-brandedAscott Makati)

100.0% 83.7 83.7 5.0 5.0

Somerset Millennium,Makati

100.0% 13.1 13.1 1.0 1.0

Somerset SalcedoProperty, Makati

100.0% 12.9 12.9 0.5 0.5

Ascott Beijing 100.0% 201.6 201.6 5.9 5.9

Somerset Grand FortuneGarden Property, Beijing

100.0% 49.4 49.4 2.3 2.3

Somerset Olympic TowerProperty, Tianjin

100.0% 72.7 72.7 4.0 4.0

Somerset Xu Hui,Shanghai

100.0% 45.8 45.8 1.9 1.9

Somerset Grand Hanoi 76.0% 98.5 74.8 6.0 4.6

Somerset ChancellorCourt, Ho Chi Minh City

67.0% 68.2 45.7 3.6 2.4

Somerset Ho Chi Minh City 69.0% 63.6 43.9 4.0 2.8

Total 1,269.2 1,181.4 54.0 48.9

Note:

(1) “Effective Interest” refers to the proportion of interest owned by ART, whether directly or indirectly and beneficiary,in a Property or a Property Company, as the case may be.

D-11

The Manager has opted to receive, for the Forecast Period 2007, 50.0 percent of the Manager’smanagement fees in the form of ART Units and the balance in cash.

The Base Fee for the Forecast Period 2007 is S$3.5 million. It is assumed that no AdditionalOutperformance Fee will be paid or is payable in the Forecast Period 2007.

Where the Management Fee is payable in Units, the Manager has assumed that such Units areissued at the illustrative Issue Price of S$1.70 per Unit.

The Manager may opt to receive the Management Fees in cash or Units or a combination of cashand units (as it may determine) after the Forecast Period 2007.

(V) Trustee’s fees

Under the Trust Deed, the Trustee’s fee is charged on a scaled basis of up to 0.021 percent perannum of the Deposited Property, subject to a minimum of S$10,000 per month and a maximumof 0.1 percent per annum of the Deposited Property, excluding out-of-pocket expenses and GST.The Trustee’s fee will be subject to review annually.

The Trustee’s fee for the Forecast Period 2007 is expected to be S$0.3 million.

(VI) Professional fees, audit fees and other operating expenses

Professional fees include legal fees, secretarial fees and tax consultancy fees. The Manager hasforecast an annual growth of 3.0 percent over the previous financial year.

Other operating expenses comprise primarily trust expenses which include recurring operatingexpenses such as annual listing fees, registry fees, valuation fees, costs associated with thepreparation and distribution of reports to Unitholders, investor communication costs andmiscellaneous expenses. For the Forecast Period 2007 estimates, the Manager has projectedan annual growth of 3.0 percent over the previous financial year.

(VII) Tax Expense

The following taxes have been factored into the Profit Forecast:

• Australia, Indonesia, Japan, the Philippines, the PRC and Singapore corporate income tax;

• Vietnam preferential corporate income tax;

• Indonesia, Japan and the Philippines withholding tax on interest payments;

• Japan and the Philippines withholding tax on dividend income

Income tax

It has been assumed that income tax will remain at the same tax rates prevailing in each of theseven jurisdictions for the year ended 31 December 2006. For the Existing Properties and theTarget Properties in Vietnam, preferential tax rates have been granted by the local tax authoritiesas below:

Properties Preferential tax rates Expiry year

Somerset Chancellor Court, Ho Chi Minh City 15%25%

20072041

Somerset Grand Hanoi 20% 2038

Somerset Ho Chi Minh City 15%25%

20092039

D-12

Withholding tax

It has been assumed that the withholding tax on interest income and dividend income derivedfrom overseas Existing Properties and the Target Properties will remain at the same ratesprevailing in each of the seven jurisdictions for the year ended 31 December 2006.

(VIII) Unitholders’ distribution

Unitholders’ distribution comprises:–

(a) Distribution from operations:

• Taxable profits from operations arising from Singapore Properties, net of attributableexpenses;

• Profits from operations arising from overseas Properties, received by ART during thefinancial year as tax-exempt dividend income from Property Holding Companies, netof attributable expenses;

• Interest income earned by Property Holding Companies on shareholders’ loansextended to overseas Property Companies, received by ART during the financial yearas tax-exempt dividend income from Property Holding Companies, net of attributableexpenses; and

• Adjustment for trust expenses, relating to Singapore Properties, that are paid in Units.

(b) Distribution from unitholders’ contributions:–

• Profits from operations arising from overseas Properties that are expected to bedeclared as dividend income to Property Holding Companies after the financial year,net of attributable expenses;

• Profits from operations arising from overseas Properties that cannot be declared asdividend income to Property Holding Companies;

• Adjustment for depreciation expense of the overseas Properties; and

• Adjustment for trust expenses, relating to overseas Properties, that are paid in Units.

The Manager has assumed that 100.0 percent of Taxable Income and Net Overseas Income willbe distributed to Unitholders for the Forecast Period 2007.

(IX) Capital expenditure

The Manager has forecast capital expenditure for improvement works which include plans toupgrade facilities such as the gymnasium, to reconfigure larger Apartment Units into smallerApartment Units and to refurbish the interiors of the Existing Properties and the Target Propertiessuch as the fittings as well as the Apartment Units. It has been assumed that the capitalexpenditure will be funded primarily through cash flow from operations and/or furtherborrowings. Capital expenditure incurred is capitalised as part of the value of the relevantProperty and has no impact on the forecast Consolidated Statements of Total Return ordistributions other than the depreciation expense and capital allowances claimed, if any.

The capital expenditure for improvement works at the Existing Properties and the TargetProperties is forecast as follows:

D-13


(S$’million)

Improvement works 8.7

The Manager has assessed and projected the capital expenditure for the Forecast Period 2007to range between 3.0 percent to 4.0 percent per annum of revenue. The Manager has taken intoconsideration renovation works in relation to Oakwood Premier Ayala Center (to be re-brandedAscott Makati), (refurbishment of apartments, lobby and public areas refurbishment andreplacement of internal and external signage) and Shoan Heights Serviced Apartment,Melbourne (to be re-branded Somerset Gordon Heights, Melbourne) (soft refurbishment ofapartments, lobby and public areas refurbishment) in 2007 in arriving at the capital expenditurefor the Forecast Period 2007. The Manager has set aside approximately S$2.4 million and S$1.0million for Oakwood Premier Ayala Center (to be re-branded Ascott Makati) and Shoan HeightsServiced Apartment, Melbourne (to be re-branded Somerset Gordon Heights, Melbourne)respectively.

(X) Distribution Reinvestment Arrangement

The Trust Deed gives the Manager, where appropriate, the option of activating an arrangementwhereby Unitholders may elect to re-invest all or part of their distribution entitlement in return foran issue of additional Units in ART. It has been assumed that the Manager will not activate thedistribution reinvestment arrangement before 31 December 2007. This assumption does not,however, preclude the Manager from exploring the implementation of such a distributionreinvestment arrangement before 31 December 2007.

(XI) Capital Raising

The Profit Forecast has been prepared based on an Issue Price of S$1.70 per New Unit and thatthe net proceeds from the Equity Fund Raising will be used to part finance the TargetAcquisitions. Acquisition fees of S$2.6 million is payable to the Manager in relation to the TargetAcquisitions, with S$0.3 million payable in units and the remainder in cash.

(XII) Unit Issue Expenses

The costs associated with the issue of the Units will be paid for by ART. These costs are chargedagainst net assets attributable to Unitholders in the balance sheet and have no impact on thedistributions.

(XIII) Properties

Each of the Target Properties was or will be acquired at or below its appraised value1. It isassumed that the Existing Properties and the Target Properties will be revalued annually,effective 31 December each year, and the next valuation will be carried out on 31 December2007. For purposes of the profit forecast for Forecast Period 2007, the Manager has assumedan increase in the value of the Existing Properties and the Target Properties only to the extentof the assumed capital expenditure described in paragraph (IX) above.

The Manager has made a hypothetical assumption that the values of the Existing Properties andthe Target Properties (except for the effect of the assumed capital expenditure) will, until 31December 2007, remain at the amounts at which they were valued as at the respective dates asdisclosed in Appendix A of this Circular.

1 Under Clause 5.1(d) of Appendix 2 of the Code on Collective Investment Schemes issued by the MAS, ART may acquireassets from interested parties if each of the assets is acquired at a price not more than the higher of the two assessed valuesby two independent valuers, one of which is commissioned independently by the Trustee.

D-14

Any subsequent write-down of the values of the Existing Properties and the Target Properties willnot affect the forecast distributions per Unit for the Forecast Period 2007 because ART’sdistributions are based on Taxable Income and Net Overseas Income, which excludesappreciation and depreciation upon revaluation of the Existing Properties and the TargetProperties.

(XIV) Accounting Standards

The Manager has assumed that there will be no change in applicable accounting standards orother financial reporting requirements that may have a material effect on the forecast TotalReturn.

Significant accounting policies adopted by the Manager in the preparation of the profit forecastare set out in Appendix F of this Circular.

Other Assumptions

The Manager has made the following additional assumptions in preparing the profit forecast for theForecast Period 2007:

• that ART’s portfolio remains unchanged throughout the periods;

• that there will be no change in taxation legislation or other applicable legislation;

• that there will be no change to the Tax Ruling;

• that all leases and licences are enforceable and will be performed in accordance with their terms;

• that 100.0 percent of the Taxable income and Net Overseas Income will be distributed; and

• that there is no change in fair value of any financial derivatives entered into by ART throughoutthe Forecast Period 2007.

Sensitivity Analysis

The forecast distribution included in this document is based on a number of assumptions that havebeen outlined above. The forecast distribution is also subject to a number of risks as outlined in “RiskFactors”.

Recipients of this document and all prospective investors in the Units should be aware that futureevents cannot be predicted with any certainty and deviation from the figures forecast in this Documentare to be expected. To assist recipients of this Document and all prospective investors in the Units inassessing the impact of these assumptions on the profit forecast, a series of tables demonstrating thesensitivity of the DPU to changes in the principal assumptions are set out below. For example, thesensitivity analysis below assumes that the Manager’s management fees will be paid in a certaincombination of cash (50.0 percent) and Units (50.0 percent) for the Forecast Period 2007 (see “- (IV)Manager’s Management Fees”). As the Manager has agreed to receive such proportion of itsmanagement fees in respect of the Forecast Period 2007 as would be required to support, to theextent possible, the forecast distribution during the said period, in the form of Units (rather thancash), such support provided by the Manager may lessen or offset the impact of a decrease inREVPAU and/or an increase in direct expenses.

The sensitivity analysis is intended to provide a guide only and variation in actual performance couldexceed the ranges shown. Movement in other variables may offset or compound the effect of a changein any variable beyond the extent shown.

D-15

REVPAU

Changes in the REVPAU will impact the Gross Profit of ART and, consequently, the distribution yield.The assumptions for REVPAU have been set out earlier in this section. The effect of variations in theREVPAU on the distribution yield is set out below:

Impact on Annualised DPU pursuant to changes in REVPAU(1)


REVPAU(1)

Increase/(Decrease) DPU Change

(cents) (cents) (%)

5.0% above base case(2) 0.81 7.99 11.90

Base case(3) — 7.14 —

5.0% below base case(4) (0.87) 6.25 (12.46)

5.0% below base case, with up to 100.0% of Manager’smanagement fees paid in Units (0.40) 6.73 (5.74)

Notes:

(1) Sensitivity analysis on REVPAU is carried out on the individual REVPAU figures for each of the 18 Existing Properties andTarget Properties, save for Somerset Salcedo Property, Makati for the Forecast Period 2007.

(2) Implies an increase of 5.0 percent in the REVPAU of each of the 18 Existing Properties and Target Properties, save forSomerset Salcedo Property, Makati.

(3) DPU as shown in the forecast Consolidated Statements of Total Return.

(4) Implies a decrease of 5.0 percent in the REVPAU of each of the 18 Existing Properties and Target Properties, save forSomerset Salcedo Property, Makati.

Direct expenses

Changes in direct expenses will impact the Gross Profit of ART and, consequently, the distribution yield.The assumptions for direct expenses have been set out earlier in this section. The effect of variationsin direct expenses on the distribution yield is set out below:

Impact on Annualised DPU pursuant to changes in Direct Expenses


Direct ExpensesIncrease/

(Decrease) DPU Change

(cents) (cents) (%)

5.0% below base case(1) 0.50 7.67 7.42

Base case(2) — 7.14 —

5.0% above base case(3) (0.54) 6.58 (7.84)

5.0% above base case, with up to 100.0% of Manager’smanagement fees paid in Units (0.07) 7.08 (0.84)

Notes:

(1) Implies a decrease of 5.0 percent in Direct Expenses.


(3) Implies an increase of 5.0 percent in Direct Expenses.

D-16

Interest Expenses

Changes in borrowing costs will affect the Net Profit of ART and, consequently, the distribution yield.The effect of variations in interest rates on the distribution yield is set out below:

Impact on DPU pursuant to changes in Interest Expenses


Interest ExpensesIncrease/

(Decrease) DPU Change

(cents) (cents) (%)

50 basis points decrease in the applicable interest rates(1) 0.11 7.26 1.68

Base case(2) — 7.14 —

50 basis points increase in the applicable interest rates(1) (0.12) 7.03 (1.54)

50 basis points increase in the applicable interest rates,with up to 62.0% of Manager’s management fees paidin Units — 7.14 —

Notes:

(1) Sensitively analysis of changes in interest rates are applied to the variable portion of the loans.


D-17

APPENDIX E

INDEPENDENT ACCOUNTANTS’ REPORT ON PROFIT FORECAST

The DirectorsAscott Residence Trust Management Limited(in its capacity as Manager of Ascott Residence Trust)No. 8 Shenton Way#13-01 Temasek TowerSingapore 068811

DBS Trustee Ltd(in its capacity as Trustee of Ascott Residence Trust)189 Clemenceau AveHaw Par Centre#03-01/04Singapore 239922

30 January 2007

Dear Sirs

Letter from the Reporting Accountants on the Profit Forecast for the nine-month period ending31 December 2007

This letter has been prepared for inclusion in the circular (the “Circular”) to be issued in connection withthe proposed issue of new units in Ascott Residence Trust (“ART”), and the associated acquisitions ofthe following five properties:

(i) Oakwood Premier Ayala Center, the Philippines;

(ii) Somerset Roppongi, Tokyo, Japan(1);

(iii) Somerset Azabu East, Tokyo, Japan;

(iv) Somerset Chancellor Court, Ho Chi Minh City, Vietnam;

(v) Shoan Heights Serviced Apartment, Melbourne, Australia.

The directors of Ascott Residence Trust Management Limited (the “Directors”) are responsible for thepreparation and presentation of the forecast consolidated statements of total return of ART and itssubsidiaries (collectively, the “Group”) for the period from 1 April 2007 to 31 December 2007 (the “ProfitForecast”) as set out on pages D-1 to D-3 of the Circular, which have been prepared on the basis ofthe assumptions set out on pages D-5 to D-15 of the Circular.

We have examined the Profit Forecast as set out on pages D-1 to D-3 of the Circular in accordance withSingapore Standard on Assurance Engagements (“SSAE”) 3400: The Examination of ProspectiveFinancial Information. The Directors are solely responsible for the Profit Forecast including theassumptions set out on pages D-5 to D-15 of the Circular on which it is based.

(1) Pursuant to its announcement on 3 October 2006, ART acquired an initial 40.0 percent interest in MEC TMK, and hence 40.0percent of Somerset Roppongi. ART is proposing to acquire the remaining 60.0 percent interest in MEC TMK as part of the“Target Acquisitions”.

E-1

Based on our examination of the evidence supporting the assumptions, nothing has come to ourattention which causes us to believe that these assumptions do not provide a reasonable basis for theProfit Forecast. Further, in our opinion, the Profit Forecast, so far as the accounting policies andcalculations are concerned, is properly prepared on the basis of the assumptions, is consistent with theaccounting policies normally adopted by the Group and is presented in accordance with the relevantpresentation principles of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts(but not all the required disclosures for the purposes of this letter) issued by the Institute of CertifiedPublic Accountants of Singapore, which is the framework adopted by the Group in the preparation ofits financial statements.

Events and circumstances frequently do not occur as expected. Even if the events anticipated underthe assumptions described above occur, actual results are still likely to be different from the ProfitForecast since other anticipated events frequently do not occur as expected and the variation may bematerial. The actual results may therefore differ materially from those forecast. For the reasons set outabove, we do not express any opinion as to the possibility of achievement of the Profit Forecast.

Attention is drawn, in particular, to the sensitivity analysis of the Profit Forecast as set out on pagesD-15 to D-17 of the Circular.

Yours faithfully

KPMGCertified Public Accountants(Partner-in-charge: Leong Kok Keong)

Singapore

E-2

APPENDIX F

SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation

The financial statements have been prepared in accordance with the Statement of RecommendedAccounting Practice (RAP) 7 “Reporting Framework for Unit Trusts” issued by the Institute ofCertified Public Accountants of Singapore, and the applicable requirements of the Code onCollective Investment Schemes (the “CIS Code”) issued by the Monetary Authority of Singapore(“MAS”) and the provisions of the Trust Deed.

The financial statements have been prepared on the historical cost basis, except for investmentproperties and certain financial instruments which are stated at fair value.

The financial statements are presented in Singapore dollars which is the Trust’s functionalcurrency. All financial information presented in Singapore dollars has been rounded to the nearestthousand, unless otherwise stated.

The preparation of financial statements in conformity with RAP 7 requires the Manager to makejudgments, estimates and assumptions that affect the application of policies and reportedamounts of assets, liabilities, income and expenses.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognised in the period in which the estimate is revised and in anyfuture periods effected.

In particular, information about significant areas of estimation uncertainty and critical judgementsin applying accounting policies that have the most significant effect on the amount recognised inthe financial statements are valuation of investment properties and valuation of financialinstruments.

The accounting policies set out below have been applied consistently by the Group. Theaccounting policies used by the Group have been applied consistently to all periods presented inthese financial statements.

2. Functional Currency

Items included in the financial statements of each entity in the Group are measured using thecurrency that best reflects the economic substance of the underlying events and circumstancesrelevant to that entity (the “functional currency”). The consolidated financial statements of theGroup are presented in Singapore dollars, which is the functional currency of ART.

3. Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the powerto govern the financial and operating policies of an entity so as to obtain benefits from its activities.In assessing control, potential voting rights that presently are exercisable are taken into account.The financial statements of subsidiaries are included in the consolidated financial statements fromthe date that control commences until the date that control ceases.

The Group’s acquisition of subsidiaries are primarily accounted for as acquisitions of assets as thesubsidiaries are special purpose vehicles established for the sole purpose of holding assets.

F-1

Associates

Associates are those entities in which the Group has significant influence, but not control, overtheir financial and operating policies. Associates are accounted for using the equity method. Theconsolidated financial statements include the Group’s share of the income and expenses ofassociates, after adjustments to align the accounting policies with those of the Group, from thedate that significant influence commences until the date that significant influence ceases. Whenthe Group’s share of losses exceeds its interest in an associate, the carrying amount of thatinterest (including any long-term investments) is reduced to zero and the recognition of furtherlosses is discontinued except to the extent that the Group has an obligation or has madepayments on behalf of the investee.

Transactions eliminated on consolidation

Intra-group balances, and any unrealised income or expenses arising from intra-grouptransactions, are eliminated in preparing the consolidated financial statements. Unrealised gainsarising from transactions with equity accounted investees are eliminated against the investmentto the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the sameway as unrealized gains, but only to the extent that there is no evidence of impairment.

Accounting for subsidiaries and associates by the Trust

Investments in subsidiaries and associates are stated in the Trust’s balance sheet at cost lessaccumulated impairment losses.

4. Foreign Currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Groupentities at the exchange rate at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies at the reporting date are retranslated to the functional currencyat the exchange rate at the reporting date. Non-monetary assets and liabilities denominated inforeign currencies that are measured at fair value are retranslated to the functional currency at theexchange rate at the date on which the fair value was determined.

Foreign currency differences arising on retranslation are recognised in the statement of totalreturn, except for differences arising on the retranslation of monetary items that in substance formpart of the Group’s net investment in a foreign operation and financial liabilities designated ashedges of the net investment in a foreign operation (see note 7).

Net investment in a foreign operation

Exchange differences arising from monetary items that in substance form part of the Trust’s netinvestment in a foreign operation are recognised in the Trust’s statement of total return. Suchexchange differences are reclassified to equity in the consolidated financial statements. When thenet investment is disposed of, the cumulative amount in net assets attributable to unitholders istransferred to the statement of total return as an adjustment to total return arising on disposal.

Foreign operations

Assets and liabilities of foreign operations are translated to Singapore dollars at exchange ratesprevailing at the reporting. Income and expenses of foreign operations are translated to Singaporedollars at exchange rates prevailing at the dates of the transactions. Goodwill and fair valueadjustments arising on the acquisition of a foreign operation are treated as assets and liabilitiesof the foreign operation and translated at the closing rate.

F-2

Foreign currency differences are recognised in net assets attributable to unitholders, when aforeign operation is disposed of, in part or in full, the relevant amount is transferred to thestatement of total return.

5. Investment Properties

Investment properties are accounted for as non-current assets and are stated at initial cost onacquisition which includes expenditure that is directly attributable to the acquisition of theproperties, and at valuation thereafter. Valuation is determined in accordance with the Trust Deed,which requires the investment properties to be valued by independent registered valuers in thefollowing events:

• in such manner and frequency required under the CIS Code issued by MAS; and

• at least once in each period of 12 months following the acquisition of each parcel of realestate property.

Acquisition of investment properties are accounted for by the Group and ART as acquisition ofassets.

Any increase or decrease on revaluation is credited or charged to the statement of total return asa net revaluation surplus or deficit in the value of the investment properties.

Subsequent expenditure relating to investment properties that has already been recognised isadded to the carrying amount of the asset when it is probable that future economic benefits, inexcess of originally assessed standard of performance of the existing asset, will flow to the Group.All other subsequent expenditure is recognised as an expense in the period in which it is incurred.

When an investment property is disposed of, the resulting gain or loss recognised in the statementof total return is the difference between net disposal proceeds and the carrying amount of theproperty.

Investment properties are not depreciated. The properties are subject to continued maintenanceand regularly revalued on the basis set out above.

6. Plant and Equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment losses.Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost ofself-constructed assets includes the cost of materials and direct labour, any other costs directlyattributable to bringing the asset to a working condition for its intended use, and the cost ofdismantling and removing the items and restoring the site on which they are located. Purchasedsoftware that is integral to the functionality of the related equipment is capitalised as part of thatequipment.

When parts of an item of plant and equipment have different useful lives, they are accounted foras separate items (major components) of plant and equipment.

The cost of replacing part of an item of plant and equipment is recognised in the carrying amountof the item if it is probable that the future economic benefits embodied within the part will flow tothe Group and its cost can be measured reliably. The costs of the day-to-day servicing of plant andequipment are recognised in the statement of total return as incurred.

Depreciation on plant and equipment is recognised in the statement of total return on astraight-line basis over the estimated useful lives (or lease term, if shorter) of each part of an itemof plant and equipment.

F-3

The estimated useful lives are as follows:

Furniture, fittings and equipment — 3 to 7 years

Plant and machinery — 5 to 10 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted asappropriate, at each reporting date.

Gains or losses arising from the retirement or disposal of plant and equipment are determined asthe difference between the estimated net disposal proceeds and the carrying amount of the assetand are recognised in the statement of total return on the date of retirement or disposal.

7. Financial Instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cashequivalents, financial liabilities, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments notat fair value through total return, any directly attributable transaction costs. Subsequent to initialrecognition, non-derivative financial instruments are measured at amortised cost using theeffective interest method, less any impairment losses.

A financial instrument is recognised if the Group becomes a party to the contractual provisions ofthe instrument. Financial assets are derecognised if the Group’s contractual rights to the cashflows from the financial assets expire or if the Group transfers the financial asset to another partywithout retaining control or transfers substantially all the risks and rewards of the asset. Regularway purchases and sales of financial assets are accounted for at trade date, ie, the date that theGroup commits itself to purchase or sell the asset. Financial liabilities are derecognised if theGroup’s obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that arerepayable on demand and that form an integral part of the Group’s cash management areincluded as a component of cash and cash equivalents for the purpose of the cash flow statement.

Derivative financial instruments and hedging activities

The Group holds derivative financial instruments to hedge its foreign currency and interest raterisk exposures. Embedded derivatives are separated from the host contract and accounted forseparately if the economic characteristics and risks of the host contract and the embeddedderivative are not closely related, a separate instrument with the same terms as the embeddedderivative would meet the definition of a derivative, and the combined instrument is not measuredat fair value through total return.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised inthe statement of total return when incurred. Subsequent to initial recognition, derivatives aremeasured at fair value, and changes therein are accounted for as described below.

Hedge of net investment in a foreign operation

Foreign currency differences arising on the retranslation of a financial liability designated as ahedge of a net investment in a foreign operation are recognised in the Trust’s statement of totalreturn. On consolidation, such differences are recognised directly in net assets attributable tounitholders, in the foreign currency translation reserve, to the extent that the hedge is effective.

F-4

To the extent that the hedge is ineffective, such differences are recognised in the statement oftotal return. When the hedged net investment is disposed of, the cumulative amount in net assetsattributable to unitholders is transferred to the statement of total return as an adjustment to totalreturn on disposal.

Economic hedges

Hedge accounting is not applied to derivative instruments that economically hedge monetaryassets and liabilities denominated in foreign currencies. Changes in the fair value of suchderivatives are recognised in the statement of total return as part of foreign currency gains andlosses.

Impairment of financial assets

A financial asset is considered to be impaired if objective evidence indicates that one or moreevents have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as thedifference between its carrying amount, and the present value of the estimated future cash flowsdiscounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. Theremaining financial assets are assessed collectively in groups that share similar credit riskcharacteristics.

All impairment losses are recognised in the statement of total return.

An impairment loss is reversed if the reversal can be related objectively to an event occurring afterthe impairment loss was recognised. For financial assets measured at amortised cost, thereversal is recognised in the statement of total return.

Intra-group financial guarantees

Financial guarantees are classified as financial liabilities.

Financial guarantees are recognised initially at fair value. Subsequent to initial measurement, thefinancial guarantees are stated at the higher of the initial fair value less cumulative amortisationand the amount that would be recognised if they were accounted for as contingent liabilities.When financial guarantees are terminated before their original expiry date, the carrying amountof the financial guarantees is transferred to the statement of total return.

Net assets attributable to unitholders

Net assets attributable to unitholders represent the unitholders’ residual interest in ART’s netassets upon termination.

Expenses incurred in the issuance and placement of units in ART are deducted directly againstnet assets attributable to unitholders, as stipulated in the Trust Deed.

8. Impairment — Non-Financial Assets

The carrying amounts of the Group’s non-financial assets, other than investment property,inventories and deferred tax assets, are reviewed at each reporting date to determine whetherthere is any indication of impairment. If any such indication exists, the assets’ recoverableamounts are estimated.

F-5

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unitexceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset groupthat generates cash flows that largely are independent from other assets and groups. Impairmentlosses are recognised in the statement of total return unless it reverses a previous revaluation,credited to net assets attributable to unitholders, in which case it is charged to net assetsattributable to unitholders. Impairment losses recognised in respect of cash-generating units areallocated first to reduce the carrying amount of any goodwill allocated to the units and then toreduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use andits fair value less costs to sell. In assessing value in use, the estimated future cash flows arediscounted to their present value using a pre-tax discount rate that reflects current marketassessments of the time value of money and the risks specific to the asset or cash-generatingunit.

Impairment losses recognised in prior periods are assessed at each reporting date for anyindications that the loss has decreased or no longer exists. An impairment loss is reversed if therehas been a change in the estimates used to determine the recoverable amount. An impairmentloss is reversed only to the extent that the asset’s carrying amount does not exceed the carryingamount that would have been determined, net of depreciation or amortisation, if no impairmentloss had been recognised.

9. Inventories

Inventories comprise principally food and beverage and other serviced residence and rentalproperty related consumable stocks. Stocks are valued at the lower of cost and net realisablevalue. Cost is determined on a first-in, first-out basis.

10. Employee Benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expensein the statement of total return as incurred.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and areexpensed as the related service is provided.

A provision is recognised for the amount expected to be paid under short-term cash bonus orprofit-sharing plans if the Group has a present legal or constructive obligation to pay this amountas a result of past service provided by the employee and the obligation can be estimated reliably.

11. Revenue Recognition

Rental income from operating leases

Rental income receivable under operating leases is recognised on a straight-line basis over theterm of the lease, except where an alternative basis is more representative of the pattern ofbenefits to be derived from the leased assets. Lease incentives granted are recognised as anintegral part of the total rental to be received.

F-6

Hospitality income

Revenue from hotel operations is recognised on an accrual basis, upon rendering of the relevantservices. Services rendered include provision of business centres and laundry facilities, and saleof food and beverages.

12. Income Tax Expense

Taxation on the returns for the period comprises current and deferred tax. Income tax isrecognised in the statement of total return except to the extent that it relates to items directlyrelated to net assets attributable to unitholders, in which case it is recognised in net assetsattributable to unitholders.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enactedor substantively enacted at the balance sheet date.

Deferred tax is provided using the balance sheet liability method, providing for temporarydifferences between the carrying amounts of assets and liabilities for financial reporting purposesand the amounts used for taxation purposes. The temporary differences on initial recognition ofassets or liabilities that affect neither accounting nor taxable profit are not provided for. Theamount of deferred tax provided is based on the expected manner of realisation or settlement ofthe carrying amount of assets and liabilities, using tax rates enacted or substantively enacted atthe balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profitswill be available against which the unused tax losses and credits can be utilised. Deferred taxassets are reduced to the extent that it is no longer probable that the related tax benefit will berealised.

The Inland Revenue Authority of Singapore (the “IRAS”) has issued a tax ruling on the income taxtreatment of ART. Subject to meeting the terms and conditions of the tax ruling, the Trustee is notsubject to tax on the taxable income of ART. Instead, the distributions made by ART out of suchtaxable income are distributed free of tax deducted at source to individual Unitholders andqualifying Unitholders. Qualifying Unitholders are companies incorporated and tax resident inSingapore, Singapore branches of foreign companies that have obtained waiver from the IRASfrom tax deducted at source in respect of the distributions from ART, and bodies of personsregistered or constituted in Singapore. This treatment is known as the tax transparency treatment.

The Trustee will deduct tax at the reduced rate of 10% from distributions made out of ART’staxable income during the period from establishment to 17 February 2010, that is not taxed atART’s level to beneficial Unitholders who are qualifying foreign non-individual investors. Aqualifying foreign non-individual investor is one who is not a resident of Singapore for income taxpurposes, and does not have a permanent establishment in Singapore. Where the non-individualinvestor carries on any operation in Singapore through a permanent establishment in Singapore,the funds used by that person to acquire the Units cannot be obtained from that operation toqualify for the reduced tax rate.

For other types of Unitholders, the Trustee is required to withhold tax at the prevailing corporatetax rate on the distributions made by ART. Such Unitholders are subject to tax on the regrossedamounts of the distributions received but may claim a credit for the tax deducted at source by theTrustee.

F-7

Distribution policy

ART has a distribution policy where it is required to distribute at least 90% of its taxable income,other than gains from the sale of real estate properties that are determined by the IRAS to betrading gains, and net overseas income. However, ART will distribute 100.0% of its taxableincome and net overseas income for the period from 31 March 2006 to 31 December 2006 andfor the financial year ending 31 December 2007. Thereafter, ART will distribute at least 90% of itstaxable income and net overseas income, with the actual level of distribution to be determined atthe Manager’s discretion.

Distributions are made on a semi-annual basis, with the amount calculated as at 30 June and 31December each year for the six-month period ending on each of the said dates. In accordancewith the provisions of the Trust Deed, the Manager is required to pay distributions within 60 daysof the end of each distribution period. Distributions, when paid, will be in Singapore dollars.

13. Expenses

Direct expenses

Direct expenses consist of serviced residence management fees, property taxes and otherproperty outgoings in relation to investment properties where such expenses are the responsibilityof the Group.

Manager’s management fees

Manager’s management fees are recognised on an accrual basis.

Trustee’s fees

The Trustee’s fees are recognised on an accrual basis using the applicable formula.

F-8

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Somerset Chancellor December 2006

VALUATION & ADVISORY SERVICES

iviv

Valuation Summary

PropProperty: erty: Somerset Chancellor Court, 21-23 Nguyen Thi Minh Khai Street, District 1, Ho Chi Minh City, Vietnam (herein known as “Subject Property”)

BrBrief Descrief Description: ption: A mixed-use residential and commercial building situated next to the city’s diplomatic area and in Ho Chi Minh City’s CBD. The building comprises of 172 high end apartments ranging from studio executive to three bedroom premier apartments with balconies. Whilst the commercial units have a total net lettable area of 4,117 square metres. The apartments are fully furnished and serviced.

We understand that since October 2006 a portion of the serviced

apartments have been upgraded and renovated by the developer. The

renovation has been reflected in an increase of an additional 19 units

to the previous number of apartments available within the Subject

Property and an average increase of approximately 10% on October

apartment rental rates.

PrePrepareared Fo For: r: The Ascott Holdings Limited

Attention: Mr. Hong Kah Jin

InInststructctioions:ns: To assess the Market Value of the remaining 100% leasehold interest of

the Subject Property subject to the existing land use right.

CuCurrerrencyncy: Unless otherwise stated, all monetary references contained within this

report are in US dollars.

Valuluatatioion : : Subject to the Critical Assumptions noted and the overriding

stipulations contained within the body of the valuation report, we

are of the opinion that the Market Value of the remaining 100%

leasehold interest of the Subject Property subject to the existing land

use rights, as at 31st December 2006, is:

US$45,05,000,0,00000

(F(Fororty F Five M Millllioion Un Unitited St Statates D Dollllarars)

Our valuation is made subject to the General Principals attached as an

appendix to this report, to the Critical Assumptions as outlined in Section

1.7, and any further assumptions noted throughout this report.

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H-1

APPENDIX H

SERVICED RESIDENCES MARKET OVERVIEW REPORT

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H-98


APPENDIX I

PROPOSED SUPPLEMENT TO THE TRUST DEED RELATING TOTHE REMUNERATION OF THE TRUSTEE

The proposed form of the proposed supplement to the Trust Deed relating to the remuneration of theTrustee is as follows:

• That Clause 16.2 of the Trust Deed be amended in accordance with the following underlined textand deletion:

“16.2 The remuneration of the Trustee shall not exceed the rate of 0.1 per cent. per annumof the Property Values Deposited Property (for the purposes of this Clause 16.2, the“permitted limit”), subject to a minimum fee of $10,000 per month, which shall bepayable out of the Deposited Property monthly in arrear. The Trustee’s remunerationshall be subject to review annually. Any increase in the rate of the remuneration of theTrustee above the permitted limit or any change in the structure of the remuneration ofthe Trustee shall be approved by an Extraordinary Resolution of a meeting of Holdersor (as the case may be) Depositors duly convened and held in accordance with theprovisions of the Schedule hereto. The Trustee and the Manager may agree from timeto time to determine the rate of remuneration of the Trustee within the permitted limit.There shall be a one-time inception fee of $15,000 payable to the Trustee.”

I-1

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Ascott ResidenceTrust (“ART”) will be held at the STI Auditorium at Level 9, 168 Robinson Road, Capital Tower,Singapore 068912 on 23 February 2007 at 3:00 p.m. for the purpose of considering and, if thought fit,passing, with or without modifications, the following resolutions:

EXTRAORDINARY RESOLUTION

1. THE PROPOSED ISSUE OF NEW UNITS IN ART AND A CONSEQUENT ADJUSTMENT TOTHE DISTRIBUTION PERIOD OF ART

That:

(a) approval be and is hereby given for ART to offer and issue such number of new units in ART(the “New Units”) at the Issue Price as described in the circular dated 30 January 2007 (the“Circular”), issued by Ascott Residence Trust Management Limited, as manager of ART (the“Manager”), to unitholders of ART (the “Unitholders”), as would be required to raise grossproceeds of approximately S$199.0 million in the manner described in the Circular (the“Equity Fund Raising”) and to make the Advanced Distribution (as described in theCircular) as a consequence of the Equity Fund Raising; and

(b) the Manager, any director of the Manager (the “Director”) and DBS Trustee Limited, astrustee of ART (the “Trustee”), be and are hereby severally authorised to complete and doall such acts and things (including executing all such documents as may be required) as theManager, such Director or (as the case may be) the Trustee may consider expedient ornecessary or in the interests of ART to give effect to the Equity Fund Raising and to makethe Advanced Distribution.

ORDINARY RESOLUTION

2. THE PROPOSED PLACEMENT TO THE ASCOTT GROUP LIMITED AND ITS SUBSIDIARIES

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

(a) approval be and is hereby given for the placement of up to such number of New Units to TheAscott Group Limited and its subsidiaries (collectively, the “Ascott Group”) under the privateplacement tranche of the Equity Fund Raising, as would be required to maintain theirpre-placement unitholdings, in percentage terms; and

(b) the Manager, any Director and the Trustee be and are hereby severally authorised tocomplete and do all such acts and things (including executing all such documents as maybe required) as the Manager, such Director or (as the case may be) the Trustee mayconsider expedient or necessary or in the interests of to give effect to such placement ofNew Units to the Ascott Group.

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3. THE PROPOSED GENERAL MANDATE TO ISSUE UNITS

That:

(a) approval be and is hereby given for the general mandate to be given to the Managerpursuant to Rule 887(1) of the Listing Manual issued by Singapore Exchange SecuritiesTrading Limited for the issue of new units in ART (“Units”) in the financial year ending 31December 2007, provided that such number of new Units do not exceed 50.0 percent of thenumber of Units in issue after the Equity Fund Raising (taking into account New Units issuedpursuant to the Equity Fund Raising), of which the aggregate number of new Units issuedother than on a pro rata basis to existing Unitholders must not be more than 20.0 percent ofthe number of Units in issue after the Equity Fund Raising (taking into account New Unitsissued pursuant to the Equity Fund Raising) (the “General Mandate”); and

(b) the Manager, any Director and the Trustee be and are hereby severally authorised tocomplete and do all such acts and things (including executing all such documents as maybe required) as the Manager, such Director or (as the case may be) the Trustee mayconsider expedient or necessary or in the interests of ART to give effect to the GeneralMandate.


4. THE PROPOSED SUPPLEMENT TO THE TRUST DEED RELATING TO THE REMUNERATIONOF THE TRUSTEE

That:

(a) approval be and is hereby given to supplement Clause 16.2 of the deed of trust dated19 January 2006 constituting ART for the purpose of reflecting the Manager’s intention topay the Trustee remuneration which is based on the value of Deposited Property (as definedin the Circular) rather than Property Values (as defined in the Circular) (as set out in a feeletter dated 15 November 2005) as well as align the remuneration of the Trustee with marketpractice (the “Trustee Remuneration Supplement”); and

(b) the Manager, any Director and the Trustee be and are hereby severally authorised tocomplete and do all such acts and things (including executing all such documents as maybe required) as the Manager, such Director or (as the case may be) the Trustee mayconsider expedient or necessary or in the interests of ART to give effect to the TrusteeRemuneration Supplement.

BY ORDER OF THE BOARDASCOTT RESIDENCE TRUST MANAGEMENT LIMITED(as manager of Ascott Residence Trust)

Doreen NahCompany SecretarySingapore30 January 2007

Notes:

1. A Unitholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxiesto attend and vote in his stead. A proxy need not be a Unitholder.

2. The instrument appointing a proxy must be lodged at the Manager’s registered office at 8 Shenton Way #13-01 TemasekTower Singapore 068811 not less than 48 hours before the time appointed for the Extraordinary General Meeting.

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Notes To Proxy Form

1. A Unitholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies toattend and vote in his stead.

2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion ofhis holding (expressed as a percentage of the whole) to be represented by each proxy.

3. A proxy need not be a Unitholder.

4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in theDepository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. Ifthe Unitholder has Units registered in his name in the Register of Unitholders of ART, he should insert that number of Units.If the Unitholder has Units entered against his name in the said Depository Register and registered in his name in theRegister of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy will bedeemed to relate to all the Units held by the Unitholder.

5. The instrument appointing a proxy or proxies must be deposited at the Manager’s registered office at 8 Shenton Way #13-01Temasek Tower Singapore 068811, not less than 48 hours before the time set for the Extraordinary General Meeting.

6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either underits common seal or under the hand of its attorney or a duly authorised officer.

7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a dulycertified copy thereof must (failing previous registration with the Manager) be lodged with the instrument of proxy, failingwhich the instrument may be treated as invalid.

8. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where thetrue intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. Inaddition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder,being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours beforethe time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager.

9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attendedor voted at the Extraordinary General Meeting.

10. At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before oron the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders presentin person or by proxy, or holding or representing one-tenth in value of the Units represented at the meeting. Unless a pollis so demanded a declaration by the Chairman that such a resolution has been carried or carried unanimously or by aparticular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votesrecorded in favour of or against such resolution.

11. On a show of hands every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) ispresent by one of its officers as its proxy shall have one vote. On a poll every Unitholder who is present in person or by proxyshall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use allhis votes or cast them the same way.

ASCOTT RESIDENCE TRUST(a unit trust constituted on 19 January 2006under the laws of the Republic of Singapore)

PROXY FORMEXTRAORDINARY GENERAL MEETING

IMPORTANT

1. For investors who have used their CPF monies to buy units inAscott Residence Trust, this Circular is forwarded to them at therequest of their CPF approved nominees and is sent FORTHEIR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shallbe ineffective for all intents and purposes if used or purported tobe used by them.

3. PLEASE READ THE NOTES TO PROXY FORM.

I/We (Name)

of (Address)

being a unitholder/unitholders of Ascott Residence Trust (“ART”), hereby appoint:

Name AddressNRIC/Passport

NumberProportion of Unitholdings

Number of Units %

and/or (delete as appropriate)

Name AddressNRIC/Passport

NumberProportion of Unitholdings

Number of Units %

or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend andto vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting of ARTto be held at the STI Auditorium at Level 9, 168 Robinson Road, Capital Tower, Singapore 068912 on 23 February2007 at 3:00 p.m. and any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against theresolutions to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction asto voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on anyother matter arising at the Extraordinary General Meeting.

No. Resolutions To be used on a showof hands

To be used in theevent of a poll

For* Against* Numberof Votes

For**

Numberof VotesAgainst**

1. To approve the issue of New Units to raise up grossproceeds of approximately S$199.0 million and aconsequent adjustment to the distribution period ofART (Extraordinary Resolution)

2. To approve the placement to the Ascott Group(Ordinary Resolution)

3. To approve the general mandate to issue Units(Extraordinary Resolution)

4. To approve the supplement to the Trust Deedrelating to the remuneration of the Trustee(Extraordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (�) within the box provided.

** If you wish to exercise all your votes “For” or “Against”, please tick (�) within the box provided. Alternatively, pleaseindicate the number of votes as appropriate.

Dated this day of 2007

Total number of Units held

Signature(s) of Unitholder(s)/Common Seal

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AffixPostageStamp

The Company SecretaryAscott Residence Trust Management Limited

(as manager of Ascott Residence Trust)8 Shenton Way

#13-01 Temasek TowerSingapore 068811

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ASCOTT RESIDENCE TRUST

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