Corporate Governance 94 CapitaLand Integrated Commercial Trust UNITHOLDER RIGHTS AND ENGAGEMENT Principles 11, 12 and 13: Shareholder Rights and Conduct of General Meetings, Engagement with Shareholders, Managing Stakeholder Relationships The Manager is committed to treating all Unitholders fairly and equitably. All Unitholders enjoy specific rights under the Trust Deed and the relevant laws and regulations. General Meetings CICT encourages Unitholder participation and voting at general meetings. Unitholders may download the annual report and notice of the general meeting from the Website and SGXNet. The notice of the general meeting, proxy form and request form for printed annual report/circular are mailed to Unitholders. More than the legally required notice period for general meetings is generally provided. To safeguard the Unitholders’ interests and rights, a separate resolution is proposed for each substantially separate matter to be approved at a general meeting, unless the issues are interdependent and linked to form one significant proposal. Where the resolutions are bundled, the reasons and material implications are explained in the notice of general meeting to enable Unitholders to make an informed decision. In FY 2024, CICT held an annual general meeting (AGM) on 29 April 2024, and an extraordinary general meeting (EGM) on 29 October 2024, by way of physical meetings (collectively, the 2024 General Meetings). In addition, Unitholders were able to attend, participate and vote at the 2024 AGM remotely by pre-registering for and accessing CICT's live webcast or live audio-only stream of the 2024 AGM. Unitholders submitted questions to the chairman of the meeting in advance of the 2024 General Meetings, and substantial and relevant questions received from Unitholders were addressed before the 2024 General Meetings via publication on the Website and SGXNet, or at the meeting. Unitholders could vote at the 2024 General Meetings themselves or through duly appointed proxy(ies). All Directors attended the 2024 General Meetings. The upcoming AGM to be held on 22 April 2025 will be a physical meeting. Further information on the arrangements relating to 2025 AGM is provided in the Notice of AGM. Unitholders are entitled to attend, participate and vote at general meetings (including through the appointment of proxies or representatives) and communicate their views, ask questions and discuss with the Board and Management on matters affecting CICT. Representatives of the Trustee, Directors (including the chairmen of the Board Committees), KMP and CICT’s external auditors, attend to address any queries from Unitholders. Presentation materials for the general meetings are available on the Website and SGXNet. To ensure transparency in the voting process and better reflect Unitholders’ interests, CICT conducts electronic poll voting for all the resolutions proposed at general meetings. One Unit is entitled to one vote. Voting procedures and the rules governing general meetings are explained and votes cast on each resolution, and the respective percentages, are displayed live on-screen at the general meetings. An independent scrutineer is appointed to validate the vote tabulation procedures. The results of the votes cast on the resolutions are announced on SGXNet after the general meetings. Provision 11.4 of the Code requires an issuer’s constitution to allow for absentia voting at general meetings. CICT’s Trust Deed currently does not permit Unitholders to vote at general meetings in absentia (such as via mail or email). Further to legislative changes implemented in July 2023 to recognise real-time remote electronic voting, the Manager has implemented relevant amendments to the Trust Deed to permit real-time electronic voting for CICT11. The Manager is of the view that although this may be considered a partial deviation from Provision 11.4 of the Code as Unitholders or their duly appointed proxy(ies) are still required to attend the general meeting virtually in order to avail themselves of real-time remote electronic voting, Unitholders nevertheless now have greater opportunities (in addition to the proxy regime) to communicate their views on matters affecting CICT even when they are not physically in attendance at general meetings. The Manager will consider amendments to CICT’s Trust Deed to permit absentia voting after it has carried out careful study and is satisfied that the integrity of information and the authentication of Unitholders’ identities will not be compromised, and after the implementation of legislative changes to recognise methods of voting without the need for Unitholders or their proxy(ies) to be present in-person or virtually. Unitholders can access the minutes of the general meetings on the Website. Accordingly, the rights of the Unitholders are consistent with the intent of Principle 11 of the Code. Distribution Policy CICT’s distribution policy is to distribute at least 90.0% of its taxable income (other than gains from the sale of real estate properties by CICT which are determined to be trading gains), with the actual level of distribution 11 Real-time electronic voting is available onsite if general meetings are held physically. If general meetings are held virtually, real-time electronic voting is also available for Unitholders who attend such general meetings virtually.
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