The Managers maintain a register to record all Interested Person Transactions entered into by CLAS (and the basis on which they are entered into, including quotations obtained to support such basis). All Interested Person Transactions are subject to regular periodic reviews by the ARC, which in turn obtains advice from CLI IA, to ascertain that the guidelines and procedures established to monitor Interested Person Transactions, have been complied with. The review includes an examination of the nature of the transaction and its supporting documents or such other information deemed necessary by the ARC. ARC members with an interest in any Interested Person Transaction is required to abstain from the review and approval process in relation to that transaction. Details of all Interested Person Transactions (except those under S$100,000) in FY 2024 are disclosed on page 307 of this Annual Report. Dealing with Conflicts of Interest The following principles and procedures have been established to deal with potential conflicts of interest which the Managers (including their Directors, KMP and employees) may encounter in managing CLAS: (a) the Managers are dedicated managers to CLAS and will not manage any other REIT or BT or be involved in any other real property business; (b) all resolutions at meetings of the Boards in relation to matters concerning CLAS must be decided by a majority vote of the Directors, including at least one ID; (c) in respect of matters in which CLI and/or its subsidiaries have an interest, whether direct or indirect, any nominees appointed by CLI and/or its subsidiaries to the Boards will abstain from voting. In such matters, the quorum must comprise a majority of IDs and shall exclude such nominee Directors of CLI and/or its subsidiaries; (d) in respect of matters in which a Director or his/ her associates have an interest, whether direct or indirect, such interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the Directors and shall exclude such interested Director(s); (e) if the REIT Manager is required to decide whether or not to take any action against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of CapitaLand Ascott REIT with an affiliate of the REIT Manager, the REIT Manager is obliged to consult with a reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm is of the opinion that the Trustee, on behalf of CapitaLand Ascott REIT, has a prima facie case against the party allegedly in breach under such agreement, the REIT Manager is obliged to pursue the appropriate remedies under such agreement; and (f) at least one-third of the Boards shall comprise IDs. Additionally, CLAS has been granted a right of first refusal by The Ascott Limited (Ascott) which is a wholly owned subsidiary of CLI over any proposed sale of (a) any properties that are used, or predominantly used, as serviced residences or rental housing properties in Europe and the Pan-Asia region and (b) any shares or equity interests in single-purpose corporations which hold such properties (each a Relevant Asset), by Ascott or any of its wholly owned subsidiaries (each an Ascott entity), for so long as the Managers remain the managers of CLAS and Ascott and/or any of its related corporations remain a shareholder of the Managers (TAL ROFR). 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 exercise such voting rights according to the Trustee’s discretion. Dealings in Securities The Managers have a securities dealing policy for the officers and employees which applies the best practice recommendations in the Listing Manual. Directors and employees of the Managers and certain relevant executives of the CLI Group (together, the Relevant Persons) must refrain from dealing in CLAS’ securities (i) while in possession of material unpublished pricesensitive information, and (ii) during a one-month period 89 Annual Report 2024
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