89 Annual Report 2025 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 trading policy for the officers and employees which applies the best practice recommendations in the Listing Manual. Directors and employees of the Managers must refrain from dealing in CLAS’ securities (i) while in possession of material unpublished price-sensitive or trade-sensitive information, and (ii) during the one-month period before the announcement of CLAS’ half year and full year financial statements. In addition, certain employees and “Key Insiders” are prohibited from dealing in CLAS’ securities, except during the open trading window (a period of 45 calendar days commencing from market open on trading day following CLAS’ financial results announcements). They must obtain approval for any trades outside the open trading window, from Compliance, in consultation with the CEO (in the case of an employee). They must also notify Compliance of any trade in CLAS' securities during the open trading window within five business days. This policy also provides for the Managers to maintain list(s) of persons who are privy to price-sensitive or trade-sensitive information relating to the Stapled Group where required under the Listing Manual. Directors and employees of the Managers are discouraged from trading on short-term or speculative considerations, and are required to hold CLAS securities for a minimum of 90 days. They are also prohibited from using information obtained through their employment to trade in securities of other entities. Directors must notify the Managers of their interest in CLAS’ securities within two business days after becoming a Director, or acquiring such interest, and notify of any change in their interest within two business days. Any dealings by the Directors (including the CEO) in CLAS' securities are disclosed, in accordance with the SFA and the Listing Manual. In FY 2025, based on the information available to the Managers, save as disclosed in accordance with such requirements and other than the Stapled Securities awarded as part payment of Directors’ fees, there were no dealings by the Directors in CLAS’ securities. Ethics and Code of Business Conduct The Managers are committed to conducting business with integrity and upholding the highest ethical standards. CLI Group's Ethics and Code of Business Conduct covers business ethics, confidentiality, conflict of interest, conduct and work discipline. The Managers maintain a zero-tolerance stance against fraud, bribery and corruption, which applies to all employees and extends to business dealings with third parties. The Managers adopt CLI’s Global Anti-Bribery and Corruption Policy and Global Fraud Policy, supported by related internal policies and guidelines. These policies provide clear expectations for all employees to maintain the highest legal and ethical standards in their work and business dealings. To detect and prevent fraud and misconduct, the Managers adopt fair and transparent practices, maintain documented policies and internal controls, and foster a culture of integrity grounded in our core values. These expectations are regularly reinforced by Management during staff engagements. Employees receive mandatory training on relevant policies and must provide an annual declaration to uphold CLI Group’s values and refrain from any unethical or corrupt practices.
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