CORPORATE GOVERNANCE Following the completion of the combination of CapitaLand Ascott REIT and Ascendas Hospitality Trust, the agreement in relation to the right of first refusal granted by Ascendas Land International Pte. Ltd. (ALI), as sponsor of Ascendas Hospitality Trust (A-HTRUST), in favour of Perpetual (Asia) Limited, in its capacity as trustee of Ascendas Hospitality Real Estate Investment Trust and Ascendas Hospitality Trust Management Pte. Ltd., in its capacity as trustee-manager of Ascendas Hospitality Business Trust dated 9 July 2012 (as amended) (A-HTRUST ROFR, and together with TAL ROFR, the ROFRs) pursuant to which ALI had granted a right of first refusal to A-HTRUST in the event ALI wishes to dispose of certain assets which are subject to the A-HTRUST ROFR, had been novated by ALI to Ascott, such that Ascott becomes the obligor under the A-HTRUST ROFR. Consequently, Ascott is required to ensure that CLAS has the first right to acquire any asset falling within the scope of either of the above ROFRs. In respect of voting rights where the Managers would face a conflict between their own interests and that of Stapled Securityholders, the Managers shall cause such voting rights to be exercised according to the discretion of the Trustee. Dealings in Securities The Managers have adopted a securities dealing policy for the officers and employees which applies the best practice recommendations in the Listing Manual. Under this policy, Directors and employees of the Managers as well as certain relevant executives of the CLI Group (together, the Relevant Persons) are required to refrain from dealing in CLAS’ securities (i) while in possession of material unpublished price-sensitive information, and (ii) during a one-month period immediately preceding, and up to the time of the announcement of CLAS’ half year and full year financial statements. Prior to the commencement of each relevant black-out period, an email would be sent to all the Relevant Persons to inform them of the duration of the black-out period. The Managers also do not deal in CLAS’ securities during the same black-out period. In addition, Directors and certain employees identified as “Key Insiders” are prohibited from dealing in the securities of CLAS, except during the open trading window (being one calendar month commencing from the relevant date of announcement of CLAS’ results), provided that they are not in possession of undisclosed material or price-sensitive information. Employees and Capital Markets Services Licence Appointed Representatives (CMSL Representatives) of the Managers are also required to give a pre-trading notification to the CEO and the Compliance department before any dealing in CLAS’ securities. This policy also provides for the Managers to maintain a list of persons who are privy to price-sensitive information relating to the Stapled Group as and when circumstances require such a list to be maintained. Directors and employees of the Managers are also required to refrain from dealing in CLAS’ securities if they are in possession of unpublished price-sensitive information of CLAS arising from their appointment as Directors and/or in the course of performing their duties. As and when appropriate, they would be issued an advisory to refrain from dealing in CLAS’ securities. Under this policy, Directors and employees of the Managers are also discouraged from trading on short-term or speculative considerations. They are also prohibited from using any information with respect to other companies or entities obtained in the course of their employment in connection with securities transactions of such companies or entities. A Director is required to notify the Managers of his or her interest in CLAS’ securities within two business days after (a) the date on which he or she becomes a Director or (b) the date on which he or she acquires an interest in CLAS’ securities. A Director is also required to notify the Managers of any change in his or her interests in CLAS’ securities within two business days after he or she becomes aware of such change. Dealings by the Directors are disclosed in accordance with the requirements in the SFA and the Listing Manual. In FY 2023, based on the information available to the Managers, save as disclosed in accordance with such requirements and other than the awards of Stapled Securities in part payment of Directors’ fees, there were no dealings by the Directors in CLAS’ securities. 130 CAPITALAND ASCOTT TRUST
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