88 CapitaLand Ascott Trust Interested Person Transactions1 Approving Authority, Procedures and Disclosure Transaction2 which: (a) (for the purpose of the Listing Manual) if entered into by CapitaLand Ascott REIT or CapitaLand Ascott BT, is equal to or exceeds 5.0% of CLAS’ net tangible assets; (b) (for the purpose of the Property Funds Appendix) if entered into by CapitaLand Ascott REIT, is equal to or exceeds 5.0% of CapitaLand Ascott REIT’s net asset value; (c) (for the purpose of the Listing Manual) if entered into by CapitaLand Ascott REIT or CapitaLand Ascott BT, when aggregated with other transactions2,3 with the same Interested Person in the same financial year is equal to or exceeds 5.0% of CLAS’ net tangible assets; or (d) (for the purpose of the Property Funds Appendix) if entered into by CapitaLand Ascott REIT, when aggregated with other transactions2,4 with the same Interested Person in the same financial year is equal to or exceeds 5.0% of CapitaLand Ascott REIT’s net asset value. • Audit and Risk Committee • Immediate announcement • Stapled Securityholders3 1 This table does not include the procedures applicable to Interested Person Transactions falling under the exceptions set out in Rules 915 and 916 of the Listing Manual. 2 Any transaction of less than S$100,000 in value is disregarded. 3 In relation to approval by Stapled Securityholders for transactions that are equal to or exceed 5.0% of CLAS’ net asset value (whether singly or aggregated), any transaction which has been approved by Stapled Securityholders, or is the subject of aggregation with another transaction that has been approved by Stapled Securityholders, need not be included in any subsequent aggregation. 4 In relation to approval by Stapled Securityholders for transactions that are equal to or exceed 5.0% of CapitaLand Ascott REIT’s net asset value, any transaction which has been approved by Stapled Securityholders, or is the subject of aggregation with another transaction that has been approved by Stapled Securityholders, need not be included in any subsequent aggregation. 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 2025 are disclosed on page 289 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. Corporate Governance
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