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 2025, 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 2025, Statement of Portfolio of the Group as at 31 December 2025 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 2025, 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”), as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to audits of the financial statements of public interest entities in Singapore. We have also 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$87.7 million for the year ended 31 December 2025, which is largely attributable to the net fair value decrease in investment properties amounting to US$83.5 million. Under the terms and conditions of the Master Restructuring Agreement (“MRA”) entered into on 15 December 2023, 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 a minimum cumulative net sale proceeds target of US$328.7 million (the “Net Proceeds Target”). As disclosed in Note 2.3, the Disposal Deadline has been extended to 30 June 2026 (the “Updated Disposal Deadline”). As at the date of this report, the Group has achieved approximately 83% of the Net Proceeds Target and, subsequent to the year end, announced the proposed divestment of the Figueroa property, which is expected to enable the Group to meet the Net Proceeds Target by the Updated Disposal Deadline. While the Group has signed the purchase and sale agreement, the purchaser’s execution of the agreement is contingent upon obtaining the necessary approvals, and accordingly the completion of the proposed divestment remains subject to conditions. As further disclosed in Note 2.3, the Group’s plans include continued engagement with the lenders to secure ongoing support and to ensure ongoing compliance with the Group’s loan covenants. If the Group is unable to meet the Net Proceeds Target by the Updated Disposal Deadline, or if continued lender support is not obtained, the lenders would 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. / 96 / EXPANDING HORIZONS
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