Corporate Governance At general meetings, Stapled Securityholders are given the opportunity to communicate their views, ask questions and discuss with the Boards and Management on matters affecting CLAS. Representatives of the Trustee, Directors (including the chairmen of the respective Board Committees), KMP and CLAS’ external auditors, attend to address any queries from Stapled Securityholders. To ensure transparency in the voting process and better reflect Stapled Securityholders’ interests, CLAS conducts electronic poll voting for all the resolutions proposed at general meetings. One Stapled Security is entitled to one vote. Voting procedures and the rules governing general meetings are explained and votes cast on each resolution, and the respective percentages, are displayed live on-screen at the general meetings. An independent scrutineer is also appointed to validate the vote tabulation procedures. The results of the votes cast on the resolutions are also announced on SGXNet after the general meetings. Provision 11.4 of the Code requires an issuer’s Constitution to allow for absentia voting at general meetings. CLAS’ Trust Deeds currently do not permit Stapled Securityholders to vote at general meetings in absentia (such as via mail or email). Further to legislative changes implemented in July 2023 to recognise realtime remote electronic voting, the REIT Manager on 6 October 2023 implemented relevant amendments to the trust deed dated 19 January 2006 (as amended) constituting CapitaLand Ascott REIT so as to permit realtime remote electronic voting for CapitaLand Ascott REIT. As a result of similar recent legislative changes to the business trusts regime which automatically permitted real-time remote electronic voting for CapitaLand Ascott BT provided that the trust deed constituting CapitaLand Ascott BT is not subsequently amended to exclude such automatic application, the Trustee-Manager has considered and opted not to exclude the recognition of real-time remote electronic voting for CapitaLand Ascott BT. The Managers are of the view that although these aforementioned changes may still be considered a partial deviation from Provision 11.4 of the Code as Stapled Securityholders or their duly appointed proxy(ies) are still required to attend the general meeting virtually in order to avail themselves of real-time remote electronic voting, Stapled Securityholders nevertheless now have greater opportunities (in addition to the proxy regime) to communicate their views on matters affecting CLAS even when they are not physically in attendance at general meetings. The Managers will consider amendments to CLAS’ Trust Deeds to fully permit absentia voting after they have carried out careful study and are satisfied that the integrity of information and the authentication of Stapled Securityholders’ identities will not be compromised, and after the implementation of legislative changes to recognise methods of voting without the need for Stapled Securityholders or their proxy(ies) to be present in-person or virtually. Minutes of the general meetings are available to Stapled Securityholders upon request, and are also uploaded to the Website as soon as practicable. Accordingly, the rights provided to Stapled Securityholders are consistent with the intent of Principle 11 of the Code. Distribution Policy CLAS’ distribution policy is to distribute at least 90.0% of its taxable income (other than gains from the sale of real estate properties by CLAS which are determined to be trading gains), with the actual level of distribution to be determined at the Managers’ discretion. Distributions are generally paid within 35 market days after the relevant record date. Timely Disclosure of Information The Managers are committed to keeping all Stapled Securityholders, other stakeholders, analysts and the media informed of CLAS’ performance and any changes in CLAS or its business which are likely to materially affect the price or value of the Stapled Securities, by posting announcements and news releases on SGXNet and the Website in compliance with regulatory reporting requirements, on a timely and consistent basis. For FY 2024, the Managers provided Stapled Securityholders with unaudited half year and full year financial statements within the relevant periods prescribed by the Listing Manual. Such financial statements were reviewed and approved by the Boards before being announced on SGXNet and accompanied by news releases. In presenting the financial statements to Stapled Securityholders, the Boards sought to provide Stapled Securityholders with a balanced, clear and comprehensible assessment of CLAS and the Stapled Group’s performance, position and prospects. The Managers provide Stapled Securityholders, on a voluntary basis, with quarterly business updates between the announcement of half-yearly financial statements, which contain information on CLAS’ key operating and financial metrics. In addition, the Managers also keep CLAS’ Stapled Securityholders, stakeholders and analysts informed of the performance and changes in CLAS or its business which would likely materially affect the price or value of the Stapled Securities. In providing such information to Stapled Securityholders, the Boards seek to provide them with a balanced, clear and understandable assessment of CLAS’ performance, position and prospects. The Managers also conduct analyst, investor and media briefings, and upload the briefing materials used on SGXNet. 86 CapitaLand Ascott Trust
RkJQdWJsaXNoZXIy NTkwNzg=