The Board of Directors of CapitaLand Ascott Business Trust Management Pte. Ltd. (Trustee-Manager Board), as trustee-manager of CapitaLand Ascott BT (TrusteeManager), is responsible for safeguarding the interests of the unitholders of Ascott BT (Ascott BT Unitholders) as a whole and managing the business of CapitaLand Ascott BT. The Trustee-Manager has general power of management over the business and assets of CapitaLand Ascott BT and its main responsibility is to manage CapitaLand Ascott BT’s assets and liabilities for the benefit of the CapitaLand Ascott BT Unitholders as a whole. In the event of a conflict between the interests of the CapitaLand Ascott BT Unitholders as a whole and its own interests, the Trustee-Manager will give priority to the interests of the CapitaLand Ascott BT Unitholders as a whole over its own interests. The Trustee-Manager Board is also obliged to exercise due care to comply with the relevant provisions of all applicable legislations and regulations, the listing manual of Singapore Exchange Securities Trading Limited (the Listing Manual), the trust deed constituting CapitaLand Ascott BT dated 9 September 2019 (as amended) (CapitaLand Ascott BT Trust Deed), the stapling deed dated 9 September 2019 (as amended) (Stapling Deed) and all relevant contracts entered into by CapitaLand Ascott BT. The Trustee-Manager, in exercising its powers and carrying out its duties as trustee-manager of the CapitaLand Ascott BT, is required to, and will: › treat the CapitaLand Ascott BT Unitholders who hold units of CapitaLand Ascott BT (CapitaLand Ascott BT Units) in the same class fairly and equally and CapitaLand Ascott BT Unitholders who hold CapitaLand Ascott BT Units in different classes (if any) fairly; > ensure that all payments out of the trust property of CapitaLand Ascott BT (CapitaLand Ascott BT Trust Property) are made in accordance with the Business Trusts Act 2004 (BTA), the CapitaLand Ascott BT Trust Deed and the Stapling Deed; > report to Monetary Authority of Singapore (MAS) any contravention of the BTA or Business Trusts Regulations 2005 (BTR) by any other person that: • relates to CapitaLand Ascott BT; and • has had, has or is likely to have, a material adverse effect on the interests of all the CapitaLand Ascott BT Unitholders, or any class of CapitaLand Ascott BT Unitholders, as a whole as soon as practicable after the Trustee-Manager becomes aware of the contravention; > ensure that the CapitaLand Ascott BT Trust Property is properly accounted for; and > ensure that the CapitaLand Ascott BT Trust Property is kept distinct from the property of the TrusteeManager held in its own capacity. In addition, the Trustee-Manager will: > at all times act honestly and exercise reasonable diligence in the discharge of its duties as the trusteemanager of the CapitaLand Ascott BT in accordance with the BTA, the CapitaLand Ascott BT Trust Deed and the Stapling Deed; > act in the best interests of all the CapitaLand Ascott BT Unitholders as a whole and give priority to the interests of all CapitaLand Ascott BT Unitholders as a whole over its own interests in the event of a conflict between the interests of all CapitaLand Ascott BT Unitholders as a whole and its own interests; > not make improper use of any information acquired by virtue of its position as the Trustee-Manager to gain, directly or indirectly, an advantage for itself or for any other person to the detriment of the CapitaLand Ascott BT Unitholders; > hold the CapitaLand Ascott BT Trust Property on trust for all CapitaLand Ascott BT Unitholders as a whole in accordance with the terms of the CapitaLand Ascott BT Trust Deed; > adhere with the business scope of CapitaLand Ascott BT as set out in the CapitaLand Ascott BT Trust Deed; > review interested person transactions in relation to CapitaLand Ascott BT; > review expense and cost allocations payable to the Trustee-Manager in its capacity as trustee-manager of CapitaLand Ascott BT out of the CapitaLand Ascott BT Trust Property and ensure that fees and expenses charged to CapitaLand Ascott BT are appropriate and in accordance with the CapitaLand Ascott BT Trust Deed; and > comply with the BTA and the Listing Manual. The MAS has also granted the Trustee-Manager an exemption from compliance with Section 10(2)(a) of the BTA and the directors of the Trustee-Manager (the Trustee-Manager Directors) from compliance with Section 11(1)(a) of the BTA subject to the condition Statement of Policies and Practices in Relation to the Management and Governance of CapitaLand Ascott Business Trust 93 Annual Report 2024
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