201 Annual Report 2024 INTERESTED PERSON TRANSACTIONS (CONTINUED) Save as disclosed above, there were no additional interested person transactions (excluding transactions less than S$100,000 each) entered into during the financial year under review. On 10 February 2004, the SGX-ST had granted a waiver to CapitaLand Mall Trust (CMT), now known as CICT from Rules 905 and 906 of the Listing Manual of the SGX-ST (Listing Manual) in relation to, inter alia, payments for management fees, payments for acquisition and divestment fees, as well as payments of trustee fees. Similarly, CapitaLand Commercial Trust (CCT), which is now a wholly owned sub-trust of CICT after the merger of CMT and CCT which took effect from 21 October 2020, is deemed to have obtained the approval of the unitholders of CCT on 12 April 2004 through the approval of the shareholders of CapitaLand Limited (now known as CapitaLand Group Pte. Ltd.) (as outlined in CCT’s Introductory Document dated 16 March 2004) in relation to payments of asset management fees and acquisition and divestment fees to the manager of CCT as well as payment of trustee fees. Such payments are therefore not included in the aggregate value of interested person transactions as governed by Rules 905 and 906 of the Listing Manual as long as there are no changes to the terms, rates and/or bases for such fees and expenses. In addition, pursuant to Unitholders’ approval obtained at the extraordinary general meeting of CICT held on 19 April 2023, the Manager and the trustee of CICT entered into a new property management agreement on 31 May 2023 (2023 PMA), to appoint CapitaLand Retail Management Pte. Ltd. and CapitaLand Commercial Management Pte. Ltd. (collectively, the Property Managers) to provide, among others, property and lease management services, marketing services and project management services to CICT, for the period of 10 years commencing 1 June 2023 (Term) in respect of properties located in Singapore owned by CICT and for a period co-terminus with the Term for properties located in Singapore that CICT acquires subsequently. The previous property management agreements entered into by the Manager and the trustee of CICT were in turn terminated, as these agreements were superseded by the 2023 PMA. The total fees and reimbursements to the Property Managers for the Term were aggregated for the purposes of Rules 905 and 906 of the Listing Manual in the financial year ended 31 December 2023. Accordingly, such fees and expenses will not be subject to further aggregation or further Unitholders’ approval requirements under Rules 905 and 906 of the Listing Manual of the SGX-ST after the financial year ended 31 December 2023, to the extent that there is no subsequent change to the rates and/or bases for such fees and expenses. Please also see Note 28 on Related Parties in the financial statements. Pursuant to the 2023 PMA, the Trustee, on the recommendation of the Manager, shall reimburse the Property Managers in full for the agreed employment and remuneration costs of the personnel of the Property Managers, as approved in the annual business plan and budget (Agreed Employee Expenditure) incurred for each month in a fiscal year, subject to a Reimbursement Cap1. As part of CICT’s existing framework, there is a process for the review and approval of the annual business plan and budget by the Trustee and the Board of the Manager, which includes the Agreed Employee Expenditure payable to the Property Managers. An additional measure was introduced in the 2023 PMA to provide that the Agreed Employee Expenditure shall not exceed the Reimbursement Cap. After the first fiscal year, the Reimbursement Cap for each fiscal year shall be the same as the preceding fiscal year, and any increase in the Reimbursement Cap shall be subject to the approval of the Independent Directors. SUBSCRIPTION OF CICT UNITS For the financial year ended 31 December 2024, an aggregate of 640,746,419 CICT units were issued and subscribed for. As at 31 December 2024, 7,298,469,763 CICT units were in issue and outstanding. ADDITIONAL DISCLOSURE FOR OPERATING EXPENSES The total operating expenses incurred by CICT Group (including CICT’s proportionate share of operating expenses incurred by its joint ventures) amounted to S$560.6 million in 2024 and included all fees and charges paid to the Manager and interested parties. This translates to 3.6% of CICT Group’s net asset value as at 31 December 2024. 1 The “Reimbursement Cap” is computed based on a percentage of the NPI in the relevant fiscal year, and such percentage takes into account the average staff cost reimbursements paid to the Property Managers over the past fiscal years over the NPI in the relevant past fiscal years. For avoidance of doubt, any increase in the Reimbursement Cap as approved by the Independent Directors would not be subject to aggregation rules under Chapter 9 of the Listing Manual.
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