STATEMENT OF POLICIES AND PRACTICES IN RELATION TO THE MANAGEMENT AND GOVERNANCE OF CAPITALAND ASCOTT BUSINESS TRUST In addition, all such interested person transactions conducted and any contracts entered into by the Trustee-Manager on behalf of CapitaLand Ascott BT with an interested person of the Trustee-Manager or CapitaLand Ascott BT, shall comply with and be in accordance with all applicable requirements of the Listing Manual and the BTA as well as such other guidelines as may from time to time be prescribed to apply to business trusts. In particular, when CapitaLand Ascott BT acquires assets from the Sponsor or parties related to the Sponsor in future, the Trustee-Manager will obtain valuations from independent parties. In any event, interested person transactions entered into by CapitaLand Ascott BT, depending on the materiality of such transactions, may be publicly announced or, as the case may be, approved by CapitaLand Ascott BT Unitholders, and will, in addition, be: › reviewed and recommended by the Audit and Risk Committee of the Trustee-Manager, which comprises only independent Trustee-Manager Directors; and › decided by the Trustee-Manager Board, of which more than half of the Trustee-Manager Directors are independent directors. FEES AND EXPENSES CHARGED TO CAPITALAND ASCOTT BT ARE APPROPRIATE AND IN ACCORDANCE WITH THE CAPITALAND ASCOTT BT TRUST DEED The Trustee-Manager is entitled under the CapitaLand Ascott BT Trust Deed to a management fee comprising a base fee of up to a maximum of 0.3% per annum of the property values (being the aggregate value of the real estate held by CapitaLand Ascott BT) and base performance fee of 4.0% per annum of CapitaLand Ascott BT and its subsidiaries (the CapitaLand Ascott BT Group)’s share of gross profit for each financial year. In the event that the CapitaLand Ascott BT Group’s share of gross profit increases by more than 6.0% annually, the Trustee-Manager is entitled to an outperformance fee of 1.0% of the difference between the CapitaLand Ascott BT Group’s share of that financial year’s gross profit and 106.0% of the preceding year’s gross profit. The management fee is payable to the Trustee-Manager in the form of cash and/or stapled securities of CLAS (Stapled Securities) or (as the case may be) CapitaLand Ascott BT Units as the Trustee-Manager may elect, and in such proportion and for such period as may be determined by the Trustee-Manager. Under the CapitaLand Ascott BT Trust Deed, the Trustee-Manager is entitled to a trustee fee not exceeding 0.015% per annum of the value of the assets for the time being held or deemed to be held upon trust, subject to a minimum of S$13,500 per month, excluding out-of-pocket expenses and goods and services tax which is borne by CapitaLand Ascott BT. The trustee fee is payable to the Trustee-Manager in arrears on a monthly basis. The Trustee-Manager is also entitled to receive an acquisition fee at the rate of up to a maximum of 1.0% of the Enterprise Value (as defined in the CapitaLand Ascott BT Trust Deed) of any real estate-related asset acquired directly or indirectly by CapitaLand Ascott BT, prorated if applicable to the proportion of CapitaLand Ascott BT’s interest. The acquisition fee is payable to the Trustee-Manager in the form of cash but in the event that the Trustee-Manager receives any acquisition fee in connection with an acquisition from a related party, such acquisition fee shall be payable in the form of Stapled Securities or (as the case may be) CapitaLand Ascott BT Units. The Trustee-Manager is also entitled to a divestment fee at the rate of 0.5% of the Enterprise Value of any real estate or real estate-related asset disposed directly or indirectly by CapitaLand Ascott BT, prorated if applicable to the proportion of CapitaLand Ascott BT’s interest. Any increase in the rate or any change in structure of the Trustee-Manager’s management fee, trustee fee, the acquisition fee or the divestment fee, must be approved by an extraordinary resolution passed at a meeting of CapitaLand Ascott BT Unitholders duly convened and held in accordance with the provisions of the CapitaLand Ascott BT Trust Deed. 140 CAPITALAND ASCOTT TRUST
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