Corporate Governance The Boards have considered the conduct of each of Mr Lui, Mr Sim, Mr Chia and Mr Loh and are of the view that the relationships above did not interfere with the exercise of independent judgement in the discharge of their duties and responsibilities as a Director. Ms Deborah Lee Siew Yin (Ms Lee) does not have any relationships and is not faced with any of the circumstances identified in the Code, SFR, BTR and Listing Manual, or other relationships which may affect her independent judgement. The Boards are of the view that these Directors have exercised independent judgment in the discharge of their duties and responsibilities. The Boards therefore determined that Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh are independent Directors. The Boards are of the view that as at the last day of FY 2024, each of Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh was able to act in the Stapled Securityholders’ best interests in respect of the period in which they served as Directors in FY 2024. In addition, under Regulation 13H(1) of the SFR, where a substantial shareholder of a manager of a real estate investment trust (REIT) is a corporation, a person would be considered to be connected to that substantial shareholder if he is, inter alia, a director of the substantial shareholder or a director of a related corporation or an associated company of the substantial shareholder. Such person will prima facie not be deemed to be independent unless the directors nevertheless regard him to be independent. The Trustee-Manager is a related corporation of the REIT Manager as both the Trustee-Manager and the REIT Manager are directly held by CLI Group and as CapitaLand Ascott BT and CapitaLand Ascott REIT are stapled, the directors of the Managers are identical to avoid any differences or deadlock in the operation of the Stapled Group. As a result, all independent directors of the REIT Manager, namely Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh will prima facie be deemed to be connected to a substantial shareholder of the REIT Manager and hence not independent pursuant to Regulation 13H of the SFR. Against the foregoing, the board of directors of the REIT Manager (REIT Manager Board) has reviewed and assessed the independence of each of the IDs of the REIT Manager in relation to Regulation 13H of the SFR and has pursuant to Regulation 13D(8) of the SFR, resolved that notwithstanding that each of the IDs is a director of both the REIT Manager and the Trustee-Manager, the REIT Manager Board is satisfied that the IDs’ independent judgement and ability to act with regard to the interests of all the Stapled Securityholders of CLAS as a whole will not be impaired, on the basis that: (a) for so long as CapitaLand Ascott BT is stapled to CapitaLand Ascott REIT, there will be no real prejudice to the interests of the holders of CapitaLand Ascott REIT Units for the Trustee-Manager and the REIT Manager to have the same board of directors as CapitaLand Ascott REIT Units and the CapitaLand Ascott BT Units will be stapled together and held by the same investors. The stapling together of CapitaLand Ascott REIT Units and CapitaLand Ascott BT Units means that the holders of CapitaLand Ascott REIT Units are at the same time the investors of the Stapled Securities, who stand to benefit as a whole; and (b) since the CapitaLand Ascott BT Units and CapitaLand Ascott REIT Units are held by the same pool of investors in the same proportion, concerns and potential abuses applicable to interested party transactions will be absent in transactions between CapitaLand Ascott REIT and CapitaLand Ascott BT. The remaining non-executive Directors, namely Ms Beh Siew Kim and Mr Yeo Chin Fu Ervin, are employees of CLI Group and are not considered to be independent. Board Diversity The Boards embrace diversity and have a Board Diversity Policy which provides for the Boards to comprise talented and dedicated Directors with a diverse mix of expertise, experience, perspectives, skills and backgrounds, with due consideration to diversity factors, including diversity in age and gender. The Boards value the benefits that diversity can bring to the Boards in their deliberations by enhancing decisionmaking capacity, avoiding groupthink and fostering constructive debate, which contributes to the effective governance of CLAS’ business and long-term sustainable growth. CLAS’ Board diversity targets, plans and timelines for achieving those targets are described on the next page. 70 CapitaLand Ascott Trust
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