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It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against any person
in relation to a breach of any agreement entered into by the Trustee for and on behalf of A-REIT with an affliate of the Manager, the
Manager shall be obliged to consult a reputable law frm (acceptable to the Trustee) who shall provide legal advice on the matter.
If the said law frm is of the opinion that the Trustee, on behalf of A-REIT, has a prima facie evidence against the party allegedly
in breach of such agreements, the Manager shall be obliged to take appropriate action with reference to such agreements. The
Directors of the Manager will have a duty to ensure that the Manager so complies.
Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware of any breach of any agreement
entered into by the Trustee for and on behalf of A-REIT with an affliate of the Manager. The Trustee may then take such action as it
deems necessary to protect the rights of Unitholders and/or which is in the interests of Unitholders. Any decision by the Manager
not to take action against an affliate of the Manager shall not constitute a waiver of the Trustee’s right to take such action as it
deems ft against such affliate of the Manager.
Under the Trust Deed, the Manager and its Associates (as defned in the Trust Deed) are prohibited from voting with their Units
at, or being part of a quorum for, any meeting of Unitholders convened to approve any matter in which the Manager or any of its
Associates has a material interest in the business to be conducted (save for a resolution to remove the Manager as provided in
the Trust Deed).
DEALING WITH INTERESTED PARTY TRANSACTIONS
Review Procedures for Interested Party Transaction
In general, the Manager has established internal control procedures to ensure that all future transactions involving, among others,
the Trustee, as the trustee for A-REIT, and a related party of the Manager (“Interested Party Transactions”) are undertaken on an
arm’s length basis and on normal commercial terms, which are generally no more favourable than those extended to unrelated
third parties. In respect of such transactions, the Manager would have to demonstrate to the Audit Committee that the transactions
would be undertaken on normal commercial terms, which may include obtaining (where practicable) quotations from parties
unrelated to the Manager, or obtaining a valuation from an independent valuer (in accordance with the Property Funds Appendix).
In addition, the following procedures have been undertaken:
1. Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same fnancial year) equal to or exceeding $100,000 in value but below 1.0 per cent. of A-REIT’s net tangible
assets or S$15 million (whichever is the lower) will be subject to review by the Audit Committee at regular intervals;
2. Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same fnancial year) equal to or exceeding 1.0 per cent. of A-REIT’s net tangible assets or S$15 million
(whichever is the lower) but below 3.0 per cent. of A-REIT’s net tangible assets or $45 million (whichever is the lower) will be
subject to the review and approval of the Audit Committee. Such approval shall only be given if the transactions are on arm’s
length commercial terms and consistent with similar types of transactions made by the Trustee, as trustee for A-REIT, with
third parties which are unrelated to the Manager; and
3. Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same fnancial year) equal to or exceeding 3.0 per cent. of A-REIT’s net tangible assets or S$45 million
(whichever is lower) but below 5.0 per cent. of A-REIT’s net tangible assets - will be reviewed and approved by the Audit
Committee which may, as it deems ft, request advice on the transaction from independent sources or advisers, including
obtaining valuations from professional valuers. An announcement will be made on SGXNet in accordance with the Listing
Manual requirements.
4. Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same fnancial year) equal to or exceeding 5.0 per cent. of A-REIT’s net tangible assets will be reviewed and
approved by the Audit Committee which may, as it deems ft, request advice on the transaction from independent sources or
advisers, including obtaining valuations from professional valuers. Further, under the Listing Manual and the Property Funds
Appendix, such transactions would require approval by A-REIT unitholders. An announcement will also be made on SGXNet
in accordance with the Listing Manual requirements.
CORPORATE GOVERNANCE
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A DECADE OF ENABLING BUSINESSES