Extraordinary General Meeting 28 June 2016 A-REIT is managed by - - PowerPoint PPT Presentation

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Extraordinary General Meeting

28 June 2016

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

DBS Asia Hub 2 ONE@Changi City 2-34 Aylesbury Drive

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Agenda

Australia holding structure Summary of approval sought Rationale and benefits Principal terms of the New Agreements

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Australia Holding Structure

The following diagram depicts an abridged version of A-REIT’s holding structure for its 27 Australian properties (the “Australian Properties”):

Ascendas Real Estate Investment Trust (“A-REIT”) Ascendas REIT Australia (the “MIT”) Ascendas Logistics Trust (the “Logistics Trust”) Sub-Trusts 26 of the Australian Properties Ascendas Logistics Trust 2 (the “Logistics Trust 2”) Sub Trust 27th Australian Property

Singapore Australia

Ascendas Funds Management (S) Ltd (the “Manager”) Ascendas Funds Management (Australia) Pty Ltd (“AFMA”)

Investment Manager of the MIT & Logistics Trusts Manager of A-REIT

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Agenda

Australia holding structure Summary of approval sought Rationale and benefits Principal terms of the New Agreements

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Summary of Approval Sought

To seek the approval from Unitholders by way of an Ordinary Resolution in respect of the proposed entry into the New Strategic Management Agreement and New Master Asset Management Agreement

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Agenda

Australia holding structure Summary of approval sought Rationale and benefits Principal terms of the New Agreements

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Rationale and Benefits

• Arrangement is similar to the structure adopted by the Manager for the

management of A-REIT’s properties in Singapore and China.

• Ensure that there will be active engagement with tenants by the

Manager (through AFMA) to facilitate their growth and expansion needs to maximise the satisfaction of tenants.

• Ensure that there will be supervision of the third-party licensed real

estate agents which will be providing the property management services in respect of the Australian Properties.

• The interests of the Manager, AFMA and A-REIT are aligned.
• Ensure that A-REIT is well-supported by the experienced and

professional management team of AFMA, the Manager and the Ascendas-Singbridge group of companies.

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Rationale and Benefits

• Good Corporate Governance
• Unitholders’ approval is required for transactions entered into with

the same interested person during the same financial year that is equal to or exceeds 5.0% of A-REIT’s latest audited net tangible assets (“NTA”).

• Estimated transaction value of the New Agreements over the

duration of the term is S$4.7 million (equivalent to 0.1% of NTA).

• Manager is seeking Unitholder’s approval for purpose of good

corporate governance, even though the transaction value is below the threshold

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Agenda

Australia holding structure Summary of approval sought Rationale and benefits Principal terms of the New Agreements

A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Principal Terms of the New Agreements

The New Strategic Management Agreement

Term

• 17 November 2016 to 30 September 2022

Scope of Strategic Management Services

• providing strategic management in relation to the Australian

Properties

• supervising and providing instructions to the third-party licensed

estate agents

• provide contract administration functions in relation to the various

property management agreements Other principal terms

• in furtherance of the New Strategic Management Agreement,

AFMA will enter into the New Master Asset Management Agreement;

• AFMA may delegate, at its own costs, the Strategic Management

Services to a related company (the “AFMA Delegate”). AFMA shall maintain overall management and supervision and shall remain responsible for all acts and omissions of the AFMA Delegate.

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Principal Terms of the New Agreements

The New Master Asset Management Agreement

Term

• 17 November 2016 to 30 September 2022

Scope of Asset Management Services

• AFMA shall perform the asset management services, including to

retain the services of one or more licensed real estate agents

• To administer such property management contract(s) with the

licensed real estate agents,

• To lease the Australian Properties

Other principal terms

• AFMA, the Logistics Trust / Logistics Trust 2 and the Sub Trusts shall

enter into individual asset management agreements in relation to each Property managed by AFMA

• AFMA may delegate, at its own costs, the Asset Management

Services to a AFMA Delegate and AFMA shall remain responsible for all acts and omissions of the AFMA Delegate.

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

AFMA is effectively entitled to an aggregate fees of not more than 1.0% p.a. of the Adjusted Gross Revenue under the New Agreements, after taking into consideration the Licensed Real Estate Agent Fees paid

Principal Terms of the New Agreements

Total Fees payable to AFMA under the New Agreements

= +

Asset Management Fee Total Fees payable to AFMA Strategic Management Fee

1.0% of Adjusted Gross Revenue Cost recovery basis for the real estate agent fee

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A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group A-REIT is managed by Ascendas Funds Management (S) Ltd, a member of Ascendas-Singbridge Group

Important Notice

This presentation has been prepared by Ascendas Funds Management (S) Limited as Manager for Ascendas Real Estate Investment Trust. The details in this presentation provide general information only. It is not intended as investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to making any decision. This presentation is not an offer or invitation for subscription or purchase of securities or other financial products. Past performance is no indication of future performance. All values are expressed in Singaporean currency unless otherwise stated.

The End