Annual Report 2025 95 to ensure the transactions were on normal commercial terms and are not prejudicial to the interests of CLAR and its minority Unitholders. Details of all IPTs (except those under S$100,000) entered into by CLAR in FY 2025 are disclosed on page 204 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 Manager (including its Directors, KMP and employees) may encounter in managing CLAR: (a) the Manager is a dedicated manager to CLAR and will not manage any other REIT or be involved in any other real property business; (b) all resolutions at meetings of the Board in relation to matters concerning CLAR 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 Board 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 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 CLAR with an affiliate of the Manager, the 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 CLAR, has a prima facie case against the party allegedly in breach under such agreement, the Manager is obliged to pursue the appropriate remedies under such agreement; and (f) at least one-third of the Board shall comprise IDs. In respect of voting rights where the Manager would face a conflict between its own interests and that of Unitholders, the Manager shall exercise such voting rights according to the Trustee’s discretion. Dealings in Securities The Manager has a securities trading policy for the officers and employees which applies the best practice recommendations in the Listing Manual. Directors and employees of the Manager and certain relevant executives of the CLI Group must refrain from dealing in CLAR's securities (i) while in possession of material unpublished price sensitive information, and (ii) during the one-month period before the announcement of CLAR's half-year and full-year financial statements. The Manager also does not deal in CLAR's securities during the black-out period. In addition, certain designated employees and "Key Insiders" are prohibited from dealing in CLAR’s securities, except during the open trading window (a period of 45 calendar days commencing from market open on trading day following CLAR's financial results announcements), provided that they are not in possession of undisclosed material or price-sensitive information. They must obtain approval for any trades outside the opening trading window, from Compliance, in consultation with the CEO (in the case of an employee). They must also notify Compliance of any trade in CLAR's securities during the open trading window within five business days. The policy also provides for the Manager to maintain a list(s) of persons who are privy to price-sensitive information relating to the CLAR Group where required under the Listing Manual. Directors and employees of the Manager are discouraged from trading on short term or speculative considerations, and are prohibited from using information obtained through their employment to trade in securities of other entities. They are also required to hold securities for a minimum period of 90 calendar days. Directors must notify the Manager of their interest in CLAR’s securities within two business days after becoming a Director or acquiring such interest and notify of any change in their interests within two business days. Dealings by the Directors are disclosed in accordance with the SFA and the Listing Manual. In FY 2025, based on the information available to the Manager, save as disclosed in accordance with such requirements and other than the Units awarded as part payment of Directors' fees and CEO's remuneration under the Unit Plans, there were no dealings by the Directors in CLAR's securities. Code of Business Conduct The Manager is committed to conducting business with integrity and upholding the highest ethical standards. Our Ethics and Code of Business Conduct covers business ethics, confidentiality, conflict of interest, conduct and
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