STATEMENT OF POLICIES AND PRACTICES IN RELATION TO THE MANAGEMENT AND GOVERNANCE OF CAPITALAND ASCOTT BUSINESS TRUST ADHERENCE TO BUSINESS SCOPE The Trustee-Manager Board reviews and approves all authorised businesses undertaken by CapitaLand Ascott BT so as to ensure its adherence to the business scope under the CapitaLand Ascott BT Trust Deed. Such authorised businesses include: (i) the management or operation of hospitality assets; (ii) the acquisition, disposition and ownership of Authorised Investments (as defined in the CapitaLand Ascott BT Trust Deed) and all activities, concerns, functions and matters reasonably incidental thereto; (iii) ownership of subsidiaries which are engaged in the acquisition, disposition and ownership of Authorised Investments and all activities, concerns, functions and matters reasonably incidental thereto; and (iv) any business, undertaking or activity associated with, incidental and/or ancillary to the carrying on of the businesses referred to in paragraphs (ii) and (iii) of this definition, including (without limitation) the management, and/or leasing of the Authorised Investments. Management provides regular updates to the Trustee-Manager Board and the Audit and Risk Committee about potential projects that it is looking into on behalf of CapitaLand Ascott BT and the Trustee-Manager Board, and the Audit and Risk Committee ensures that all such projects are within the permitted business scope under the CapitaLand Ascott BT Trust Deed. Prior to the carrying out of any significant business transactions, the Trustee-Manager Board, the Audit and Risk Committee and or management will have careful regard to the provisions of the CapitaLand Ascott BT Trust Deed and when in doubt, will seek advice from professional advisers. POTENTIAL CONFLICTS OF INTEREST The Trustee-Manager is not involved in any other businesses other than managing CapitaLand Ascott BT. All potential conflicts of interest, as and when they arise, will be identified by the Trustee-Manager Board and management, and will be reviewed accordingly. The Trustee-Manager is a wholly-owned subsidiary of CLI. CLI is the parent company of The Ascott Limited. The Ascott Limited, in turn, is the sponsor of CLAS (Sponsor). Therefore, there may be potential conflicts of interest between CapitaLand Ascott BT, the Trustee-Manager and CLAS. The Trustee-Manager has instituted, among others, the following procedures to deal with issues of conflicts of interest: › The Trustee-Manager Board comprises six independent directors who do not have management or business relationships with the Trustee-Manager and are independent from the substantial shareholders of the Trustee-Manager. The independent Trustee-Manager Directors form the majority of the Trustee-Manager Board. This allows the Trustee-Manager Board to examine independently and objectively, any potential issue of conflicts of interest arising between the Trustee-Manager in its own capacity and the CapitaLand Ascott BT Unitholders as a whole. › In respect of matters in which the Sponsor and/or its subsidiaries has an interest, direct or indirect, any nominees appointed by the Sponsor and/or its subsidiaries to the Trustee-Manager Board to represent its/their interests will abstain from voting. In such matters, the quorum shall comprise a majority of the independent Trustee-Manager Directors and shall exclude nominee directors of the Sponsor and/ or its subsidiaries. › In respect of matters in which a Trustee-Manager Director or his Associates (as defined in the Listing Manual) has an interest, direct or indirect, such interested Trustee-Manager Director shall abstain from voting. In such matters, the quorum must comprise a majority of the Trustee-Manager Directors and must exclude such interested Trustee-Manager Director. 138 CAPITALAND ASCOTT TRUST
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