Annual Report 2025 73 www.capitaland-ascendasreit.com (Website) and in the Sustainability Report (SR) 2025, to be published around the middle of April 2026. CLAR, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well-qualified personnel to run its day-to-day operations. The Manager was appointed in accordance with the terms of the trust deed constituting CLAR dated 9 October 2002 (as amended, varied or supplemented from time to time) (Trust Deed2). The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. The Manager is a wholly owned subsidiary of CLI which holds a significant unitholding interest in CLAR. CLI is a leading global real asset manager, with a vested interest in the long-term performance of CLAR. CLI’s significant unitholding in CLAR demonstrates its commitment to CLAR and as a result, CLI’s interest is aligned with that of other Unitholders. The Manager's association with CLI provides the following benefits, among other things, to CLAR: (a) strategic pipelines of property assets through, amongst others, CLI’s access to the development capabilities of and pipeline investment opportunities from CapitaLand group's development arm; (b) wider and better access to banking and capital markets on favourable terms; (c) fund raising and treasury support; and (d) access to a bench of experienced management talent. Our Corporate Governance Framework and Culture The Manager embraces the tenets of sound corporate governance, including accountability, transparency and sustainability. It is committed to enhancing long-term Unitholder value. The Board of Directors (Board) is responsible for setting the Manager’s corporate governance standards and policies, which sets the tone at the top. This corporate governance report (Report) sets out the corporate governance practices for the financial year ended 31 December 2025 (FY 2025), benchmarked against the Code of Corporate Governance 2018 (Code). Throughout FY 2025, the Manager has complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Annual Report. This Annual Report also sets out additional policies and practices adopted by the Manager which are not provided in the Code. In FY 2025, CLAR received multiple corporate governance and sustainability awards. Please refer to the 2025 ESG Highlights section on pages 6 and 7 of this Annual Report for more details. Board Matters Principle 1: The Board's Conduct of Affairs Duties and Responsibilities The Board’s primary responsibility is to foster CLAR’s success to deliver sustainable value over the long term. It oversees the Manager’s strategic direction, performance and affairs and provides guidance to the management team (Management), led by the CEO. The Board also integrates material environmental, social and governance (ESG) considerations into its strategy formulation, risk management and decision making, reflecting its commitment to responsible growth. The Board works with Management to achieve CLAR’s objectives and Management is accountable to the Board for its performance and the execution of CLAR’s strategy. The Board establishes goals for Management and monitors the achievement of these goals. It ensures that proper and effective controls are in place to assess and manage business risks and compliance with the Listing Manual, Property Funds Appendix, and other applicable laws and regulations. Written Board approval limits have been established, setting out matters which require its approval, and communicated to Management. These include written financial approval limits for capital expenditure, investments, divestments, and bank borrowings. The Board delegates authority for transactions below those limits to Board Committees and Management for operational efficiency. Directors are fiduciaries and are obliged at all times to act objectively in CLAR’s best interests. This sets the tone at the top on the desired organisational culture and ensures proper accountability within the Manager. The Board has 2 A copy of the Trust Deed will be available for inspection at the registered office of the Manager during usual business hours. Prior appointment with the Manager is required. Please contact the Manager via email at clar@capitaland.com.
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