INDEPENDENT AUDITOR'S REPORT Independent Auditor’s Report to the Unitholders of Manulife US Real Estate Investment Trust REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion We have audited the financial statements of Manulife US Real Estate Investment Trust (the “Trust” or “Manulife US REIT”) and its subsidiaries (collectively, the “Group”), which comprise the Statements of Financial Position of the Group and the Trust as at 31 December 2024, the Statements of Changes in Unitholders’ Funds of the Group and the Trust, and the Consolidated Statement of Comprehensive Income, Distribution Statement, Consolidated Statement of Cash Flows of the Group for the year ended 31 December 2024, Statement of Portfolio of the Group as at 31 December 2024 and notes to the financial statements, including material accounting policy information. In our opinion, the accompanying consolidated financial statements of the Group, the Statement of Financial Position and the Statement of Changes in Unitholders’ Funds of the Trust are properly drawn up in accordance with the IFRS Accounting Standards, relevant provisions of the Trust Deed and relevant requirements of the Code on Collective Investment Schemes (the “CIS Code”) issued by the Monetary Authority of Singapore (the “MAS”), so as to present fairly, in all material respects, the consolidated financial position of the Group and the financial position of the Trust as at 31 December 2024, the consolidated financial performance, distributions, consolidated cash flows, consolidated changes in unitholders’ funds and portfolio holdings of the Group, and changes in unitholders’ funds of the Trust for the year then ended. Basis for Opinion We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 2.3 to the financial statements. The Group reported a net loss of US$178.0 million for the year ended 31 December 2024, which is largely attributed by the net fair value decrease in investment properties of US$187.9 million. Under the terms and conditions of the master restructuring agreement entered on 15 December 2023 (the “Master Restructuring Agreement” or “MRA”) as part of the recapitalisation plan set out in the circular to Unitholders dated 29 November 2023 (the “Recapitalisation Plan”), the Group is required to procure the sale of certain of the Group’s properties and to achieve minimum cumulative net sale proceeds target of US$328.7 million (the “2025 Net Proceeds Target”) by 30 June 2025. The MRA allows for an extension of this deadline, subject to the consent of the majority lenders as defined in the MRA. As of the date of this report, the Group has achieved 45% of the 2025 Net Proceeds Target. If the Group is unable to meet the 2025 Net Proceeds Target, the lenders have the contractual right to demand immediate repayment of the outstanding loans. These events or conditions, along with other matters as set forth in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. In the event the Group is unable to continue as a going concern, the Group may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statement of financial position. In addition, the Group may have to reclassify non-current assets and liabilities as current assets and liabilities. No such adjustments have been made to these financial statements. Our opinion is not modified in respect of this matter. 140 | MANULIFE US REIT
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