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01 Corporate Profile Cohesion in Community 74 Sustainability Determination to Deliver 75 Environment 04 Financial Highlights 78 People & Community 06 Letter to Unitholders 81 Corporate Governance 14 Year in Brief 97 Investor & Media Relations 16 Operations Review 99 Tenant Spotlight CapitaMall Trust Management Limited 24 Financial Review 102 Meeting Our Shoppers As Manager of CapitaMall Trust Company Reg. No.: 200106159R 30 Risk & Capital Management 39 Robinson Road 37 Unit Price Performance Dedication to Growth #18-01 Robinson Point 106 Portfolio at a Glance Singapore 068911 Passion for Retail TEL: +65 6536 1188 108 Portfolio Summary FAX: +65 6536 3884 42 Growth Strategies 110 Portfolio Details EMAIL: Tampines Mall [email protected] Junction 8 Funan Digit REALISING PO T EN TIAL • B UIL D ING A ECA E O F X CELLENCE 44 Independent Retail Market Overview 140 Development Property www.capitamall.com 49 Singapore REIT Sector 142 CapitaRetail China Trust JCube Hougang Plaza Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@ 50 Marketing & Promotions Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit Information relating to Financials bawang Shopping Centre JCube Hougang Plaza Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit aLife Mall IMMaLif eBuil Mallding IMMVision P lazaBuil for dS ingingaputhe Future Plaza- 145 Financial Statements Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit 56 Trust Structure 215 Unitholders’ Statistics aLife Mall IMMaLif Buile Mallding IMM Plaza Buil Sdingapuraing Plaza BugisSingapura Junc- Bugis ra Bugis Junction Sembawang Shopping Centre JCube HRivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall 57 Organisation Structure 217 Interested Person Transactions Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit 58 Board of Directors gapura Bugis Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ 70 Trust Management Team Others Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit 71 Property Management Team 218 Mall Directory 219 Corporate Information Plaza Singapura Bugis Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One 220 Glossary Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit Building Plaza Singapura Bugis Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+aL i Rfea ffMallles CIMMity BuilSingaporedingrealising P laza Singapura Bugis Junction Sembawang Shop- Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit IMM Building Plaza Singapura Bugis Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singa- pore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard aCLlarkeife Mall Quay IMM Tampines Building M all Plaza Junc Singapuration 8 Funan Bugispo Digi Junctttionen Semtbawangial Shopping Centre building a decade of excellence ife Mall IMMaLi fBuile Mallding IMM a PLlazaif Buile M Salldingapuraing IMM Plaza Buil Bugis SdingapuraingaL Junci fPelaza Mtall ion Bugis Singapura IMMaSLemi fJunc ebBuil awangMallt dion Bugising IMM SS hopping emP JunclazaBuilbawang dtSioningingapura Cen SSPhoppingtemlazareb awangJ C SBugisuingapurab Ce en SR Junchoppingivervaletre t JBugisionCub C MeSen emall JuncRtivervalebre awangBugis+t ion JCu bS SeMem hopping RRallivervaleabffawang Bugis+les C SenMhoppingall tRrea f Bugis+ -JCu Cbene R treivervale JCube Riv- City Singapore Lot One Shoppers’aLife Mall Mall IMM Buki Built Pdaningjang Plaza Plaza Singapura The Atrium@ BugisO rcharJunctiond C larkeSembawang Quay Tampines Shopping M Callent reJunc JCtuionbe 8 R Funanivervale Mall Bu- Digit fles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8

This Report to Unitholders is printed on FSCTM certified paper. Funan Digit Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit gis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit ervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit ping Centre JCube Hougang Plaza Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit tion Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit ra Bugis Junction Sembawang Shopping Centre JCube Rivervale Mall Bugis+ Raffles City Singapore Lot One Shoppers’ Mall Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Tampines Mall Junction 8 Funan Digit Singapura Bugis Junction Sembawang Shopping Centre JCube Hougang Plaza Rivervale Mall Bugis+ Raffles City Singapore

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aLife Mall IMM Building Plaza Singapura Bugis Junction Sembawang Shopping Centre Contents

Creating Value To deliver stable distributions and Maximising Returns sustainable total returns to Unitholders. Transforming Experiences

CapitaMall Trust’s vision embraces all our stakeholders. We rely on the continued and combined support of our Unitholders, business partners, tenants, shoppers and employees to achieve this vision and, in return, share with them the fruits of our success.

Corporate Profile

CapitaMall Trust (CMT) is the first Real Estate Investment Trust (REIT) listed on Singapore Exchange Securities Trading Limited (SGX-ST) in July 2002. CMT is also the largest REIT by market capitalisation and asset size in Singapore, with a market capitalisation and asset size of approximately S$7.4 billion and S$9.9 billion respectively as at 31 December 2012.

CMT owns and invests in quality income-producing assets CMT also owns 122.7 million units in CapitaRetail China which are used, or predominantly used, for retail purposes Trust, the first China shopping mall REIT listed on SGX-ST primarily in Singapore. As at 31 December 2012, CMT’s in December 2006. portfolio comprised a diverse list of about 2,700 leases with local and international retailers and achieved an average CMT has been assigned an ‘A2’ rating by Moody’s Investors committed occupancy of 98.2%. CMT’s portfolio comprises Service. The ‘A2’ rating is the highest rating assigned to 15 quality retail properties which are strategically located a Singapore REIT. in the suburban areas and downtown core of Singapore. CMT is managed by an external manager, CapitaMall Trust In May 2011, CMT took a 30.00% stake in a joint venture Management Limited, which is a wholly-owned subsidiary to develop a prime site at Jurong Gateway, marking its of CapitaMalls Asia Limited, one of Asia’s largest listed first foray into greenfield developments. shopping mall developers, owners and managers.

CapitaMall Trust | Report to unitholders 2012 1 2 Realising Potential, Building A Decade of Excellence determination to deliver

10x Increase in Total Asset Size Since 2002

CapitaMall Trust | Report to unitholders 2012 3 Financial Highlights

Performance At A Glance

Gross Revenue (S$ million)

510.9 552.7 581.1 630.6 661.6

2008 2009 2010 2011 2012

Net Property Income (S$ million)

341.1 376.8 399.1 418.2 445.3

2008 2009 2010 2011 2012

Distributable Income (S$ million)

238.4 282.0 294.8 301.6 316.9

2008 2009 2010 2011 2012

Total Assets (S$ million)

7,509.0 7,423.0 8,125.9 9,172.2 9,888.7

2008 2009 2010 2011 2012

4 Realising Potential, Building A Decade of Excellence GROUP1 2008 2009 2010 2011 2012 Selected Statement of Total Return and Distribution Data Gross Rental Income (S$ million) 473.6 513.7 539.2 582.7 610.9 Car Park Income (S$ million) 13.7 14.3 15.5 17.6 19.1 Other Income (S$ million) 23.6 24.7 26.4 30.3 31.6 Gross Revenue (S$ million) 510.9 552.7 581.1 630.6 661.6 Net Property Income (S$ million) 341.1 376.8 399.1 418.2 445.3 Distributable Income (S$ million) 238.4 282.0 294.8 301.6 316.9 Selected Balance Sheet Data Total Assets (S$ million) 7,509.0 7,423.02 8,125.9 9,172.2 9,888.7 Total Borrowings3 (S$ million) 3,216.4 2,243.04 2,916.9 3,483.8 3,706.1 Net Asset Value Per Unit5 (S$) 2.41 1.54 1.53 1.56 1.64 Unitholders’ Funds (S$ million) 4,079.6 4,969.6 4,939.4 5,246.06 5,702.96 Market Capitalisation7 (S$ million) 2,650.3 5,722.7 6,209.3 5,658.3 7,362.2 Portfolio Property Valuation (S$ million) 7,174.0 6,920.5 7,271.5 7,849.2 8,191.8 Key Financial Indicators Earnings Per Unit (cents) 33.70 (2.23)8 8.49 11.98 16.05 Distribution Per Unit9 (cents) 14.29 8.85 9.24 9.37 9.46 Gearing 42.8% 30.2% 35.9% 38.4% 36.7% Interest Coverage (times) 3.4 3.6 3.6 3.3 3.2 Management Expense Ratio10 0.7% 0.7% 0.7% 0.8% 0.8% Unencumbered Assets as % of Total Assets 4.5% 20.0% 36.3% 37.9% 77.5%11 Net Debt / EBITDA12 (times) 10.2 6.6 6.8 7.4 6.9 Average Term to Maturity13 (years) 2.0 1.7 2.6 2.7 3.914 Average Cost of Debt 3.4% 3.5% 3.7% 3.5% 3.3% After Restatement for the Effect of Rights Issue15 Net Asset Value Per Unit5 (S$) 1.65 1.54 1.53 1.56 1.64 Earnings Per Unit (cents) 27.40 (2.23)8 8.49 11.98 16.05 Distribution Per Unit (cents) 7.52 8.85 9.24 9.37 9.46

1 CMT Group includes the proportionate consolidation of the 40.00% interest in Raffles City Singapore, consolidation of 100.00% interest in CapitaRetail Singapore Limited with effect from 1 June 2007 and CMT MTN Pte. Ltd. (CMT MTN) with effect from 13 April 2007 and equity accounting of its associate, CapitaRetail China Trust with effect from 1 April 2007. With effect from 30 May 2011, CMT Group also includes the proportionate consolidation of 30.00% interest in Infinity Mall Trust and Infinity Office Trust. 2 The decrease in total assets as at 31 December 2009 is mainly due to the revaluation deficit on investment properties, offset by the increase in cash and cash equivalents mainly from the balance of net proceeds of the underwritten renounceable 9-for-10 rights issue (Rights Issue) in April 2009. 3 Excludes unamortised premium and transaction costs. 4 Lower due to repayment of loans with the proceeds from the Rights Issue in 2009. 5 Excludes outstanding distributable income as at end of each period. 6 139,665,000 and 125,000,000 new units in CMT with proceeds of S$250.0 million each were issued via private placement exercises on 10 November 2011 and 30 November 2012 respectively. 7 Based on the closing unit price of S$1.59 on 31 December 2008, S$1.80 on 31 December 2009, S$1.95 on 31 December 2010, S$1.70 on 30 December 2011 and S$2.13 on 31 December 2012. 8 The negative Earnings Per Unit of 2.23 cents as at 31 December 2009 is mainly due to the revaluation deficit on investment properties. 9 Distribution Per Unit for years 2009 to 2012 are lower than prior years due to the increase in units from the Rights Issue. 10 Refers to the expenses of the Trust, excluding property expenses and interest expense but including performance component of CapitaMall Trust Management Limited’s management fees, expressed as a percentage of weighted average net assets. 11 higher in 2012 mainly due to the repayment of commercial mortgage backed securities (CMBS) borrowings under Silver Maple Investment Corporation Ltd of S$783.0 million on 31 October 2012. Following the repayment, the properties mortgaged under the CMBS borrowings namely Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building, Bugis Junction, Sembawang Shopping Centre and JCube were discharged and released. 12 net Debt comprises gross debt less temporary cash intended for acquisition and refinancing and EBITDA refers to earnings before interest, tax, depreciation and amortisation. 13 From 2008 to 2010, it was assumed that bondholders of the S$650.0 million 1.0% convertible bonds due 2013 (2013 Convertible Bonds) exercise put option in July 2011. In 2011 and 2012, it was assumed that bondholders of the 2013 Convertible Bonds hold to maturity till 2 July 2013. 14 higher in 2012 mainly due to the long tenures of between six to 12 years for four series of Euro-Medium Term Notes and one series of Medium Term Notes issued under CMT MTN in 2012. 15 The figures have been restated for the effect of the Rights Issue, through which 1,502,358,923 units were issued on 2 April 2009.

CapitaMall Trust | Report to unitholders 2012 5 Letter to Unitholders

TAN WEE YAN, WILSON James Koh Cher Siang Chief Executive Officer Chairman 陈伟渊, 首席执行官许慈祥, 主席

• High Quality Portfolio of Assets • Market Leading Position • Stable Cash Flows • Strong Sponsor • Solid Credit Profile 10 • Established Management Years of Excellence Track Record

6 Realising Potential, Building A Decade of Excellence Dear Unitholders,

In 2012, we commemorated CapitaMall Trust’s (CMT) due to contributions from JCube which re-opened in 10th year of operation. The past decade for us, as April 2012, Bugis+ which was acquired in April 2011 the manager of CMT, has been very rewarding. From and saw completion of asset enhancement works in being the first real estate investment trust (REIT) listed July 2012, as well as rental increases from new leases on the Singapore Exchange in 2002 with only three and renewal of existing leases. shopping malls, CMT has become the largest REIT as well as the largest mall owner in Singapore today A total of 446 leases were renewed with a growth of with 151 operational malls. During this period, we have 6.0% over preceding rental rates contracted three grown CMT’s total asset size by almost 10 times to years ago. CMT’s portfolio occupancy rate improved approximately S$9.9 billion, with assets comprising to 98.2% as at 31 December 2012 from 94.8% a year a portfolio of predominantly well-located necessity ago, largely due to the healthy take-up rate of new shopping malls whose businesses have shown their space at Bugis+ and The Atrium@Orchard after asset resilience through several economic downturns. We enhancement. delivered a total return of approximately 218.5%2 for Unitholders who have invested in CMT since its public Reaping Benefits from Asset Enhancements listing on 17 July 2002. On the asset enhancement front, we have had a few notable achievements in 2012. We successfully We are pleased with our record of value creation, but completed major asset enhancement projects at JCube, we will strive to do even better for our Unitholders. Bugis+ and The Atrium@Orchard during the year. These To fully realise CMT’s potential, we will continue to have begun to bear fruit since full operations started drive sustainable growth for our Unitholders through at these malls. active lease management, asset enhancements and acquisitions. JCube, which is positioned as an ultra-hip entertainment mall, opened for operations in April 2012. It is home to Delivering Steady Operational Performance Singapore’s only Olympic-size ice rink and first IMAX Singapore’s economic growth slowed to 1.3%3 in 2012, theatre in the suburbs. The mall sits on the site of the from 5.2% in 2011. It was buffeted by many headwinds former Jurong Entertainment Centre. Approximately including concerns over the ongoing European debt 99.6% of JCube’s net lettable area (NLA) was leased crisis, the fiscal cliff in the United States and a potential as at end-December 2012, and JCube made its maiden economic slowdown in major emerging economies, NPI contribution of S$14.2 million in 2012. including China. At Bugis+, asset enhancement works were completed Despite a less favourable environment, CMT achieved in end-July 2012. As the retail and entertainment net property income (NPI) of S$445.3 million for the extension of neighbouring Bugis Junction, linked by an financial year ended 31 December 2012. This was overhead bridge at Level 2, Bugis+ and Bugis Junction 6.5% higher than the NPI for 2011. Distribution per unit form a seamless destination with more than 630,000 (DPU) for 2012 was 9.46 cents, higher than the DPU square feet of NLA. Approximately 99.5% of Bugis+’s of 9.37 cents in 2011. This translates to a distribution NLA was leased as at end-December 2012. The mall yield of 4.4% based on CMT’s closing price of recorded NPI of S$10.3 million in 2012, compared to S$2.13 per unit on 31 December 2012. The improved S$2.4 million in 2011. performance in 2012 compared with 2011 was mainly

1 portfolio comprises 15 malls after Hougang Plaza was sold in June 2012. 2 Sum of distribution yield and capital appreciation, taking into account the effects of the underwritten renounceable rights issue in 2009. 3 Source: Ministry of Trade and Industry.

CapitaMall Trust | Report to unitholders 2012 7 Letter to Unitholders

The new retail space at The Atrium@Orchard was opened Extracting Value from Investment and in end-October 2012 and it is now fully integrated with Divestment Activities the adjacent Plaza Singapura. With the integration, Construction of Westgate, an integrated retail and the enlarged Plaza Singapura now boasts more than office development project in which CMT has a 30.00% 620,000 square feet of retail space and houses over stake, commenced in January 2012 and made good 300 retail tenants. As at end-December 2012, 95.3% progress during the year. Located in Jurong Gateway of The Atrium@Orchard’s total retail and office space and the only development directly connected to both has been taken up. the Jurong East Mass Rapid Transit (MRT) Interchange Station and bus interchange, Westgate has drawn Besides these asset enhancement works for JCube, strong interest from retailers. Leasing activities for the Bugis+ and The Atrium@Orchard, we had announced shopping mall are on track and brands opening their first an asset enhancement initiative for Clarke Quay’s stores outside Singapore’s downtown area at Westgate Blocks C and E in January 2012. This exercise was include Isetan’s Japanese supermarket and popular fully completed in January 2013 and the new space French bakery and patisserie Paul Bakery. The mall is has been fully leased to food & beverage (F&B) cum slated to open by December 2013. Westgate Tower, entertainment outlets. the office building in this mixed-use development, is about 50.0% pre-leased to CapitaLand Limited group, We have estimated that collectively, the asset enhancement which will be moving there progressively from end-2014. projects at JCube, Bugis+, The Atrium@Orchard and Clarke Quay will contribute projected NPI of approximately In June 2012, we completed our sale of Hougang Plaza S$46.0 million per annum in the steady state. We are for a total consideration of approximately S$119.1 on track to meet our return on investment targets for million. This was CMT’s first ever asset divestment. After these projects. reviewing all options for Hougang Plaza, we believed that a sale of the asset would unlock higher value for We have also embarked on asset enhancement works in our Unitholders. If we had opted to retain the asset, we May 2012 to reposition IMM Building as a value-focused would have to commit significant capital expenditure mall. The works involve a reconfiguration of space to over the next few years to maintain the mall. The net transform the property into Singapore’s largest cluster proceeds will be used for general corporate and working of outlet stores under one roof. As at end-December capital purposes. 2012, we are close to realising our target of opening 50 outlet brands in IMM Building by May 2013. Forty Enhancing Financial Flexibility outlet brands have been committed as at end-2012, In 2012, we raised about S$1.4 billion through a series of which 32 outlets are already operational. of note issuances and a private placement. We tapped into the debt market and issued notes with debt tenures The local retail scene has flourished in the past three ranging from six to 12 years, allowing us to lengthen years, with the introduction of more new brands and CMT’s average term to debt maturity to 3.9 years as F&B outlets. We are happy that numerous brands have at 31 December 2012, compared to 2.7 years a year chosen to establish their first stores in Singapore at our ago. At the same time, we accomplished this with a malls. The new retail space created at JCube, Bugis+ lower cost of debt of 3.3% as at end-2012, versus and The Atrium@Orchard after asset enhancement 3.5% as at end-2011. has attracted a total of 30 new-to-Singapore concepts such as Francfranc, 1 Market by Chef Wan, BonChon Chicken, Hoshino Coffee, JRunway and Shana.

8 Realising Potential, Building A Decade of Excellence The private placement in November 2012 improved Green Mark Platinum awards, the highest accolade CMT’s financial capacity and flexibility, with gross for green building certification in Singapore, from the proceeds of approximately S$250.0 million raised from Building and Construction Authority. Lot One Shoppers’ the issue of 125.0 million new units. The net proceeds, Mall, Plaza Singapura, Sembawang Shopping Centre together with part of the amounts raised from fixed and Bukit Panjang Plaza also obtained Green Mark rate notes issuances, will be used to refinance CMT’s Gold awards. We will strive to further improve our debts due in 2013. This will reduce CMT’s aggregate environmental performance to utilise energy and water leverage and enhance the trust’s debt headroom. efficiently and to minimise waste generated.

We fully repaid a S$783.0 million term loan on 31 Looking Forward October 2012, which allowed us to unencumber an Singapore’s Ministry of Trade and Industry expects the additional seven malls. With this repayment, we now domestic economy to grow between 1.0% and 3.0% have unencumbered 13 out of 15 malls. Approximately in 2013, with global economic conditions projected 80.7% of CMT’s borrowings were unsecured as at to remain sluggish. Against this backdrop, shoppers 31 December 2012, compared to 53.1% as at 31 may turn more cautious in their spending patterns. In December 2011. addition, the prevailing issues of manpower shortages and rising wages could dampen some retailers’ plans During the year, we also repurchased and cancelled to expand their retail space. S$158.0 million in principal amount of the convertible bonds due in 2013, leaving us with only about S$98.25 Rising wages have also led to increases in our costs of million in principal amount outstanding. cleaning and security services which currently constitute less than 10.0% of our operating costs. On our part, we Winning Accolades have implemented measures such as the installation We are honoured that we have won recognition during of more CCTVs in our malls to optimise security and the year for our investor relations, corporate governance to mitigate increasing costs. We will continue to tackle and green efforts. these cost increases by raising labour productivity and harnessing cost-saving technologies. In July 2012, we garnered Gold Awards for ‘Best Investor Relations’ and ‘Best Annual Report’ under the REITS Nevertheless, strong economic fundamentals, a & Business Trusts category at Singapore Corporate growing population and a low unemployment rate will Awards 2012. We were also the winner of ‘Singapore help keep the retail sector buoyant. CMT’s portfolio Corporate Governance Award’ (REITs category) and of well-located necessity shopping malls of attractive runner-up for ‘Most Transparent Company Award’ scale and its extensive retailer network will position (REITs & Business Trusts category) at the Securities us well in these times. We expect JCube, Bugis+, Investors Association Singapore (SIAS) Investors’ The Atrium@Orchard and Clarke Quay to continue to Choice Awards 2012 in October. Capping the year, we boost our rental income in 2013, as their operations were awarded a Certificate of Excellence at the Investor approach steady state after asset enhancement. This Relations (IR) Magazine South East Asia Awards year, we will focus on our repositioning exercise for 2012 in December. IMM Building and leasing activities for Westgate, both of which are progressing well. Responsibility for the environment and for our society is a core component of our strategy. We are pleased that we have continued to make improvements in this aspect. In 2012, Bugis+ and Junction 8 were awarded

CapitaMall Trust | Report to unitholders 2012 9 Letter to Unitholders

Acknowledgements Mr Liew Mun Leong retired from the Board as a Non- Mr Ho Chee Hwee Simon stepped down as Chief Executive Director and Deputy Chairman on 1 January Executive Officer and Executive Director on 1 July 2012. 2013, and we welcome Mr Lim Ming Yan who takes We would like to record our appreciation to Mr Ho, who over his position. Mr Liew has been a long-time steward has moved on to another position at CapitaMalls Asia of the Board, and we would like to thank him for his Limited. We are glad that he has agreed to continue wise counsel and dedication for the past 10 years. to be a Director on our Board. Mr Lim brings with him invaluable experience in the real estate sector, and we look forward to tapping his In line with good corporate principles on board insights and guidance. rejuvenation, Mr S. Chandra Das, Mr Kee Teck Koon, Mr Lim Beng Chee, Mr Olivier Lim Tse Ghow, Last but not least, we would like to express our sincere Mr James Glen Service and Mr David Wong Chin Huat gratitude to our supportive Unitholders, business have stepped down from the Board of CapitaMall partners, retailers and shoppers, and our profound Trust Management Limited on 1 November 2012. We appreciation to our dedicated employees for their service would like to thank them for their guidance and tireless and hard work towards the mission of maximising the commitment to the Board for the past several years. value of CMT.

We welcome Maj-Gen (NS) Ng Chee Khern to the Board as an Independent Non-Executive Director with effect from 8 June 2012. Mr Fong Kwok Jen, Mr Gay Chee Cheong, Mr Lee Khai Fatt, Kyle and Mr Teoh Leong Kay, Danny also joined the Board as Independent Non-Executive Directors with effect from 1 November 2012. With these changes, the majority of CMTML’s Board members are now Non-Executive, with more than half of the Board James Koh Cher Siang Tan Wee Yan, Wilson being independent. The new Directors bring with them Chairman Chief Executive Officer substantial and relevant experience to the Board, and we look forward to their future contributions. 5 March 2013

10 Realising Potential, Building A Decade of Excellence 致单位持有人函

尊敬的单位持有人,

于2012年，我们庆祝凯德商用新加坡信托迈入10周年。前的94.8% 提升至截至2012年12月31日的98.2%，主要是作为凯德商用新加坡信托的管理人，我们在过去的10年由于白沙浮娱乐广场及乌节爱特岭大厦(The Atrium@ 受益良多。凯德商用新加坡信托为于2002年在新加坡证 Orchard)经资产改良后，新增空间的出租率稳健。券交易所上市的首个房地产投资信托基金，当时仅拥有三个购物中心，迄今已成为新加坡最大的房地产投资信资产改良取得成果托以及最大的购物中心拥有者，拥有151个营运中的购物资产改良方面，我们于2012年取得几项显著成果。年内，中心。十年间，我们将凯德商用新加坡信托的资产规模我们圆满完成裕冰坊、白沙浮娱乐广场及乌节爱特岭大扩大约10 倍，达约99亿新元，资产组合主要包括地理位厦的主要资产改良工程。资产改良的成果已于该等购物置优越的日常购物中心，而该等购物中心于过往数次经中心全面开业后开始呈现。济衰退时期都保持稳健的业绩。于2002年7月17日公开上市至今，我们为一直投资凯德商用新加坡信托的单位于2012年4月开业，裕冰坊被定位为一座引领潮流的娱持有人带来约218.5%2的总回报。乐购物中心。购物中心内设有新加坡唯一一个奥运标准的溜冰场及市区外首个IMAX影院。裕冰坊坐落于裕我们满意于我们创造价值的记录，但我们将致力为我们廊娱乐中心原址。裕冰坊约99.6%的净可出租面积已于的单位持有人做得更好。为全面展现凯德商用新加坡信 2012年12月底出租，而裕冰坊于2012年的首次净物业托的潜力，我们将继续藉由积极的租赁管理、资产改良收入贡献为1420万新元。及收购，为单位持有人带来可持续的增长。白沙浮娱乐广场于2012年7月底完成其资产改良工程并取得稳定的经营业绩成为毗邻白沙浮广场(Bugis Junction)的娱乐及购物业新加坡经济增长由2011年的5.2%放缓至2012年的态的扩展。由2楼的行人天桥连接，白沙浮娱乐广场及 1.3%3。由于欧洲债务危机持续，美国坠入「财务悬崖」，白沙浮广场现已成为无缝连接的购物热点，总净出租面而中国等主要新兴经济体经济发展可能放缓，因而令新积逾 630,000平方尺。截至2012年12月底，白沙浮娱乐加坡经济增长面对阻力。广场约99.5%的净出租面积已租出。该购物中心于2012 年取得净物业收入1030万新元，较2011年的240万新元。尽管经营环境不利，截至2012年12月31日的财政年度，凯德商用新加坡信托取得4.453亿新元的净物业收入，比乌节爱特岭大厦新增零售空间于2012年10月底开业，现 2011年高6.5%。2012年每单位分发金(DPU)为9.46新分，已与毗邻的狮城68 (Plaza Singapura)全面整合。整合高于2011年分发的 9.37新分。按凯德商用新加坡信托于后，狮城68的面积获得扩大，拥有逾620,000平方尺的零 2012年12月31日2.13新元的单位收市价计算，投资收益率售空间，容纳超过 300间零售租户。截至2012年12月底，为4.4%。2012年业绩表现相对较好主要鉴于2012年4月重乌节爱特岭大厦95.3%的总零售空间及办公楼面已租出。开的裕冰坊(JCube)和2011年4月收购并于2012年7月完成资产改良计划的白沙浮娱乐广场(Bugis+)(前称 Iluma) 除于裕冰坊、白沙浮娱乐广场及乌节爱特岭大厦进行资的贡献，以及新租约和现有租户续租所带来的租金增幅。产改良外，我们也于2012年1月宣布就克拉码头(Clarke Quay) C 及E座进行资产改良计划。有关工程已于2013 我们一共重续446份租约，较于三年前签定的租金获6.0% 年1月全面竣工，新增空间已全部出租予餐饮兼娱乐商户。的增长。凯德商用新加坡信托的资产组合出租率由一年

1 于2012年6月出售后港大厦后，资产组合包括15个购物中心。 2 投资收益率及资本升值之和，经计及2009年包销可弃权附加单位的影响。 3 资料来源:贸易与工业部。

CapitaMall Trust | Report to unitholders 2012 11 致单位持有人函

我们预期裕冰坊、白沙浮娱乐广场、乌节爱特岭大厦及提升财务灵活性克拉码头经资产改良工程后，将每年稳定贡献共约4600 于2012年，我们透过一连串的票据发行及私人配售，筹万新元的净物业收入。我们将能达到就该等项目所设定得约14亿新元。我们踏足债务市场，发行债务年期介乎的目标投资回报率。 6至12年的票据，从而使我们将凯德商用新加坡信托的平均债务年期由一年前的2.7年延长至截至2012年12月我们也于2012年5月展开IMM大厦资产改良工程，以 31日的3.9年。同时，我们将平均贷款成本由2011年底将IMM大厦重新定位为实惠型的购物中心。资产改良的3.5%降低至2012年底的3.3%。工程包括重新配置空间以将该物业转型为新加坡最大的特价店集中地。截至2012年12月底，我们即将实现我于2012年11月进行的私人配售自发行1.25亿个新单位筹们于2013年5月前在IMM大厦开设 50个品牌特价店的得约2.5亿新元，提升了凯德商用新加坡信托的财务实力目标。四十家品牌特价店已于2012年底签定租约，其及灵活性。所得款项净额连同定息票据发行所筹得的部中32家已开始营运。份款项将用于为凯德商用新加坡信托于2013年到期的债务再融资，此举将降低凯德商用新加坡信托的负债比率，过去三年新加坡零售市场畅旺，成功引入更多新品牌并提升信托的债务净空。及餐饮专营店。多家品牌选择于我们的购物中心开设他们于新加坡的第一家店铺，令我们深感荣幸。裕冰我们于2012年10月31日全数偿还7.83亿新元的定期贷款，坊、白沙浮娱乐广场及乌节爱特岭大厦经资产改良后，令额外七家购物中心成为无抵押或债务的资产。偿还贷新增零售空间已吸引了Francfranc、1 Market by Chef 款后，我们15家购物中心中，13家已无任何产权负担。 Wan、BonChon Chicken、Hoshino Coffee、JRunway 截至2012年12月31日，凯德商用新加坡信托约80.7%的及Shana等共30家新登陆新加坡市场的概念店。贷款均为无抵押贷款，相比2011年12月31日的53.1%。

从投资及剥离活动获得价值年内，我们也购回并注销2013年到期本金额为1.58亿新西城(Westgate)为零售与办公大楼综合发展项目，而元的可转换债券，致使我们仅有本金额约9825万新元的凯德商用新加坡信托持有其30.00%股份。西城的建筑可转换债券尚未赎回。工程于2012年1月展开，年内进展良好。西城位处裕廊商业区，为唯一直接连接裕廊东地铁转换站和巴士转换获取荣誉站的发展项目，已引起零售商浓厚的兴趣。购物中心的年内，我们于投资者关系、企业管治及环保方面的努力租赁活动步入正轨，已有著名品牌于西城开设其于新加获得肯定，令我们深感荣幸。坡市中心以外的首间店铺，包括伊势丹日式超市及深受欢迎的法国面包甜点品牌Paul Bakery。购物中心预定于于2012年7月，我们在2012新加坡企业大奖房地产投资 2013年底前开业。西城大厦为该多用途发展项目中的办信托及商业信托类别获得「最佳投资者关系」及「最佳公楼，其约50.0%的面积已预先出租予凯德集团。凯德集年报」金奖。于2012年10月，我们也于2012年新加坡团将从2014年底开始逐步把旗下的办公室移至西城大厦。证券投资会投资者选择奖中获得「新加坡企业治理奖」 (房地产投资信托类别) 第一名及「最透明企业奖」(房于2012年6月，我们以总代价约1.191亿新元完成出售地产投资信托及商业信托类别)第二名。12月份，我们后港大厦。此乃凯德商用新加坡信托首个资产剥离项获《投资者关系》杂志颁发2012年东南亚地区投资者目。经检讨后港大厦各个处置方案后，我们确信出售该关系优秀表现奖。资产将为单位持有人实现更高的价值。倘若我们选择保留该项资产，我们于未来数年必须为维持该购物中心而承担巨额资本开支。出售所得的净收益将用作一般企业及营运资金用途。

12 Realising Potential, Building A Decade of Excellence 履行对环境及对社会的企业责任是我们的策略的核心部致谢分。我们很高兴于此方面我们有不断的在进步。于2012 何志辉先生于2012年7月1日卸任首席执行官及执行董事年，白沙浮娱乐广场及碧山第8站(Junction 8)获新加坡职务。何先生于凯德商用产业有限公司出任新职位，我建设局颁发绿色建筑标志白金奖，为新加坡绿色建筑认证们谨藉此机会感谢何先生的贡献。我们对何先生同意继的最高荣誉。第一乐广场 (Lot One Shoppers’ Mall) 、续留任董事会董事感到十分荣幸。狮城68、三巴旺购物中心 (Sembawang Shopping Centre)及武吉班让大厦(Bukit Panjang Plaza)也荣获为配合董事会更新的良好企业管治原则，S. Chandra Das 绿色建筑标志金奖。我们将继续致力于环保工作，提升先生、纪德坤先生、林明志先生、林之高先生、James 能源及用水效能及减少产生废弃物。 Glen Service先生及黄振发先生已于2012年11月1日卸任凯德商用新加坡信托管理有限公司董事会职务。我们谨藉展望此机会感谢他们过去几年一直给予董事会的指导及贡献。新加坡贸易与工业部预期2013年新加坡经济增长介乎 1.0%至3.0%之间，并预期环球经济状况仍然缓滞。在此我们欢迎黄志勤少将（战备）加入董事会担任独立非执情况下，购物者可能转向更为谨慎的消费模式。此外，行董事，由2012年6月8日起生效。邝国祯先生、倪子章目前劳工短缺及工资上涨等问题将可能令一些零售商搁先生、李启发先生及赵亮溪先生也加入董事会担任独立置扩充零售空间的计划。非执行董事，由2012年11月1日起生效。董事会成员变更后，目前凯德商用新加坡信托管理有限公司大部份董清洁及保安服务目前虽占我们的经营成本不足10.0%，但事会成员为非执行董事，而董事会过半数成员为独立董工资上涨也令清洁及保安服务成本增加。我们已实施措事。新任董事为董事会带来相关重要经验，我们期待他施减轻成本增幅，例如于购物中心内安装更多闭路电视们日后为董事会作出贡献。以加大保安力度。我们将继续提高生产力，使用可节省成本的技术，以应对成本上涨问题。廖文良先生于2013年1月1日退任董事会非执行董事兼副主席，我们欢迎林明彦先生接替廖文良先生的职务。廖尽管如此，新加坡经济基础稳固，人口不断增长，失业率先生一直为董事会服务，我们谨藉此机会感谢廖先生过低，将有助带动零售业增长。凯德商用新加坡信托的资去10年给予的明智建议和所作出的贡献。林先生于房地产产组合包括地理位置优越、具规模的日常购物中心，再行业拥有宝贵经验，我们期待可受惠于他的见识及指导。加上庞大的零售网络，这让我们现时处于有利位置。我们预期裕冰坊、白沙浮娱乐广场、乌节爱特岭大厦及克最后，我们衷心感谢我们的单位持有人、业务伙伴、零拉码头经资产改良后，随着营运逐渐步入正轨将继续于售商及购物者一路以来给予我们的支持，并感谢我们的员 2013年带动我们的租金收入。今年我们将专注将IMM大工致力履行职责，为凯德商用新加坡信托创造更高价值。厦重新定位，以及西城的租赁活动，两者目前进行顺利。

许慈祥陈伟渊主席首席执行官

2013年3月5日

CapitaMall Trust | Report to unitholders 2012 13 Year in Brief

Jan 2012 Jun 2012 CapitaMall Trust Management Limited (CMTML), together CMTML announced the appointment of Maj-Gen (NS) Ng with joint venture partners, CapitaMalls Asia Limited and Chee Khern to the Board of CMTML as an Independent CapitaLand Limited, held a groundbreaking ceremony for Non-Executive Director with effect from 8 June 2012. Westgate, an upcoming shopping mall and office tower at Jurong Gateway. CMT owns a 30.00% stake in the joint CMT completed the sale of Hougang Plaza. venture. Silver Oak's issuance of US$645.0 million five-year floating- CMT's distributable income of S$301.6 million for the rate mortgage-backed notes was conferred the Real Estate period 1 January 2011 to 31 December 2011 was 2.3% Investment World's Financing Deal of the Year (Debt Capital higher than that for 1 January 2010 to 31 December 2010. Markets) 2012 award.

CMT MTN issued HK$1.15 billion fixed rate notes with a tenure of 10 years under the EMTN Programme. Feb 2012 CMTML announced the resignation of Ho Chee Hwee Simon CMTML announced the appointment of Tan Wee Yan, as Chief Executive Officer with effect from 1 July 2012. Wilson as Deputy Chief Executive Officer with effect from He remains a Director and a member of the Investment 4 February 2012. Committee of CMTML. Concurrently, CMTML announced the appointment of Tan Wee Yan, Wilson as Chief Executive Mar 2012 Officer and Director of CMTML with effect from 1 July 2012. CMT MTN Pte. Ltd. (CMT MTN), a wholly-owned subsidiary of CMT, issued US$400.0 million fixed rate notes with a Jul 2012 tenure of six years under a US$2.0 billion Euro-Medium CMT garnered Gold Awards for ‘Best Investor Relations’ Term Note Programme (EMTN Programme). and ‘Best Annual Report’ under the REITS & Business Trusts category at Singapore Corporate Awards 2012. Apr 2012 JCube was opened after the completion of asset enhancement works.

CMT's distributable income of S$76.6 million for the period 1 January 2012 to 31 March 2012 was 4.6% higher than that for 1 January 2011 to 31 March 2011. May 2012 CMT entered into an agreement to sell its property, Hougang Mr Wilson Tan, Chief Executive Officer of CMTML, receiving CMT’s Plaza, to Oxley Bloom Pte. Ltd. for approximately S$119.1 award at Singapore Corporate Awards 2012 million.

Bugis+ and Junction 8 were awarded Green Mark Platinum awards, the highest accolade for green building certification in Singapore, from Building and Construction Authority (BCA). Lot One Shoppers’ Mall and Plaza Singapura obtained Green Mark Gold awards from BCA.

14 Realising Potential, Building A Decade of Excellence CMT's distributable income of S$156.2 million for the of the inaugural Brendan Wood International - SIAS TopGun period 1 January 2012 to 30 June 2012 was 5.0% higher CEO Designation Award. than that for 1 January 2011 to 30 June 2011. CMT's distributable income of S$237.1 million for the Bugis+ saw the completion of asset enhancement works. period 1 January 2012 to 30 September 2012 was 4.9% The mall is positioned as the retail and entertainment higher than that for 1 January 2011 to 30 September 2011. extension of Bugis Junction, with both properties linked by an overhead bridge. Asset enhancement works for The Atrium@Orchard were completed, with its retail space integrated with Plaza Singapura’s.

CMTML announced the resignations of S. Chandra Das, Kee Teck Koon, Lim Beng Chee, Olivier Lim Tse Ghow, James Glen Service and David Wong Chin Huat from the Board of CMTML with effect from 1 November 2012. The changes to the Board of Directors are pursuant to good corporate governance principles on board rejuvenation.

CMTML announced the appointments of Fong Kwok Jen, Gay Chee Cheong, Lee Khai Fatt, Kyle and Teoh Leong Kay, Danny to the Board of CMTML as Independent Non- Executive Directors with effect from 1 November 2012.

CMT repaid a term loan of S$783.0 million under a facility Bugis+’s asset enhancement works were completed in end-July 2012 agreement between Silver Maple Investment Corporation Ltd and the trustee of CMT. Following the repayment, CMT has unencumbered an additional seven properties.

Aug 2012 CMT MTN issued S$150.0 million fixed rate notes with Nov 2012 a tenure of 12 years under a S$2.5 billion Multicurrency CMT MTN issued HK$885.0 million fixed rate notes with a Medium Term Note Programme. tenure of 10.25 years under the EMTN Programme.

CMT raised S$250.0 million through a private placement of 125.0 million new units that was fully subscribed. The Sep 2012 new units were issued to more than 60 existing and new Sembawang Shopping Centre obtained a Green Mark institutional investors from Asia, the United States and Gold award from BCA. Europe.

Clarke Quay saw the completion of asset enhancement works at its Block C, with all the new space fully leased. Dec 2012 CMT clinched a Certificate of Excellence at the Investor Oct 2012 Relations (IR) Magazine South East Asia Awards 2012. CMT MTN issued ¥10.0 billion fixed rate notes with a tenure Bukit Panjang Plaza obtained a Green Mark Gold award of seven years under the EMTN Programme. from BCA.

CMT was the Winner of ‘Singapore Corporate Governance CMTML announced the resignation of Liew Mun Leong Award’ (REITs category) and Runner-up award for ‘Most as a Non-Executive Director and Deputy Chairman from Transparent Company Award’ (REITs & Business Trusts the Board of CMTML with effect from 1 January 2013. category) at the Securities Investors Association Singapore CMTML announced the appointment of Lim Ming Yan as Investors’ Choice Awards 2012. Tan Wee Yan, Wilson, Chief a Non-Executive Director and Deputy Chairman with effect Executive Officer of CMTML was among the eight winners from 1 January 2013.

CapitaMall Trust | Report to unitholders 2012 15 Operations Review

Lease Renewals and New Leases

The retention rate of our tenants in 2012 was 83.4%, reflecting our proactive lease management to constantly refresh the tenant mix in each property to remain relevant and attractive to our shoppers. On a portfolio basis, rental rates for lease renewals and new leases in 2012 saw an average increase of 6.0% against preceding rental rates.

Summary of Renewals / New Leases (From 1 January to 31 December 2012) (excluding newly created and reconfigured units)

Property Number of Retention Net Lettable Area (NLA) Increase in Current Renewals/ Rate Area Percentage Rental Rates vs New Leases for of Mall Preceding Rental Retail Units only Rates (Typically committed three years ago) % sq ft % % Tampines Mall 33 87.9 29,959 9.1 6.5 Junction 8 42 81.0 38,158 15.2 6.3 Funan DigitaLife Mall 73 76.7 91,303 30.6 6.7 IMM Building 39 94.9 49,579 11.9 5.8 Plaza Singapura 61 86.9 81,068 16.6 5.4 Bugis Junction 49 87.8 83,993 20.0 7.1 Raffles City Singapore 52 90.4 70,297 16.7 6.9 Lot One Shoppers’ Mall 21 76.2 22,321 10.2 8.0 Bukit Panjang Plaza 16 81.3 14,969 9.8 6.6 Clarke Quay 14 71.4 24,100 9.3 5.6 Bugis+ 10 90.0 32,106 15.0 10.9 Other assets1 36 69.4 85,535 40.3 (2.3) CMT Portfolio 446 83.4 623,388 16.9 6.0

1 Include Sembawang Shopping Centre and Rivervale Mall.

Portfolio Lease Expiry Profile

Our tenants typically have three-year lease terms. The portfolio lease expiry profile remained well spread out as at 31 December 2012, with 27.4% and 23.9% of the leases by gross rental income due for renewal in 2013 and 2014 respectively.

Portfolio Lease Expiry Profile1 (as at 31 December 2012)

Number of Leases % of Gross Rental Income2 2013 8973 27.4 2014 695 23.9 2015 966 36.1 2016 and beyond 134 12.6 Total 2,692 100.0

1 Includes CMT’s 40.00% interest in Raffles City Singapore (office and retail leases, excluding hotel lease). 2 Based on the month in which the lease expires; excludes gross turnover rent. 3 of which 743 leases are retail leases.

16 Realising Potential, Building A Decade of Excellence Portfolio Lease Expiry Profile for 2013 (as at 31 December 2012)

Number of Leases % of Mall NLA1 % of Mall Income2 Tampines Mall 63 46.3 42.6 Junction 8 75 32.1 39.2 Funan DigitaLife Mall 68 43.2 36.2 IMM Building3 256 37.3 40.0 Plaza Singapura 82 23.0 28.3 Bugis Junction 94 21.1 32.2 Raffles City Singapore3 118 26.0 32.2 Lot One Shoppers’ Mall 26 8.4 14.6 Bukit Panjang Plaza 60 47.0 49.9 The Atrium@Orchard3 1 0.5 0.2 Clarke Quay 19 26.5 23.0 Bugis+ 3 4.4 3.8 Other assets4 32 4.6 5.3 Portfolio 8975 25.5 27.4

1 As a percentage of total NLA for each respective mall as at 31 December 2012. 2 As a percentage of total gross rental income for each respective mall and excludes gross turnover rent. 3 Includes office leases (for Raffles City Singapore, The Atrium@Orchard and IMM Building) and warehouse leases (for IMM Building only). 4 Include Sembawang Shopping Centre and Rivervale Mall. 5 of which 743 leases are retail leases.

Top 10 Tenants

CMT’s gross rental income is well-distributed within its portfolio of about 2,700 leases. As at 31 December 2012, no single tenant contributed more than 3.0% of total gross rental income. Collectively, the 10 largest tenants accounted for about 21.3% of the total gross rental income.

10 Largest Tenants by Total Gross Rental Income1 (as at 31 December 2012)

Tenant Trade Sector % of Gross Rental Income Temasek Holdings (Private) Limited Office 2.9 RC Hotels (Pte) Ltd Hotel 2.6 Cold Storage Singapore (1983) Pte Ltd Supermarket / Beauty & Health / Services / Warehouse 2.6 BHG (Singapore) Pte. Ltd Department Store 2.3 Wing Tai Clothing Pte Ltd Fashion / Food & Beverage 2.2 Robinson & Co. (Singapore) Pte Ltd Department Store / Beauty & Health 2.2 NTUC Supermarket / Beauty & Health / Food & Beverage / Services 2.2 Food Junction Management Pte Ltd Food & Beverage 1.6 Kopitiam Pte Ltd Food & Beverage 1.4 Golden Village Multiplex Pte Ltd Leisure & Entertainment 1.3 Total 21.3

1 Includes CMT’s 40.00% interest in Raffles City Singapore; based on actual gross rental income for the month of December 2012 and excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 17 Operations Review

Trade Sector Analysis

CMT’s portfolio is well-diversified and relies on many different trade sectors for rental income. As at 31 December 2012, Food & Beverage remained the largest contributor to gross rental income at 27.5% of the total portfolio. Fashion, which occupied 7.9% of NLA, remained the second largest contributor to gross rental income at 15.0%.

CMT Portfolio1

by Gross Rental by Income2 Net Lettable Area (%) (%) (for the month of (as at 31 December 2012) December 2012)

Food & Beverage 27.5 Food & Beverage 18.9 Fashion 15.0 Leisure & Entertainment / Music & Video3 11.2 Beauty & Health 9.5 Warehouse 9.6 Leisure & Entertainment / Music & Video3 6.5 Department Store 9.3 Services 6.0 Office 8.7 Department Store 5.7 Fashion 7.9 Gifts / Toys & Hobbies / Books / 4.6 Supermarket 6.2 Sporting Goods Beauty & Health 6.1 Office 4.0 Gifts / Toys & Hobbies / Books / 4.4 Shoes & Bags 4.0 Sporting Goods Supermarket 3.6 Services 3.3 Houseware & Furnishings 2.9 Information Technology 3.3 Jewellery & Watches 2.8 Houseware & Furnishings 3.0 Information Technology 2.5 Electrical & Electronics 2.9 Electrical & Electronics 2.3 Education 2.3 Warehouse 1.3 Shoes & Bags 1.9 Education 1.1 Jewellery & Watches 0.8 Others4 0.7 Others4 0.2

1 Includes CMT’s 40.00% interest in Raffles City Singapore (retail and office leases, excluding hotel lease). 2 Based on committed gross rental income for the month of December 2012 and excludes gross turnover rent. 3 Include tenants approved as thematic dining, entertainment and a performance centre in Bugis+. 4 others include Art Gallery and Luxury.

18 Realising Potential, Building A Decade of Excellence More than 70.0% of CMT’s malls in the portfolio cater to the necessity shopping segment, in terms of gross revenue and asset valuation.

CMT Portfolio1

BY BY GROSS REVENUE ASSET VALUATION (%) (%) (for FULL YEAR 2012) (AS AT 31 DECEMBER 2012)

Necessity Shopping2 72.8 Necessity Shopping2 71.1 Discretionary Shopping3 27.2 Discretionary Shopping3 28.9

1 Excludes The Atrium@Orchard which used to comprise primarily office space until the completion of its asset enhancement in October 2012. 2 Includes Tampines Mall, Junction 8, IMM Building, Plaza Singapura, Bugis Junction, Sembawang Shopping Centre, Lot One Shoppers’ Mall, Bukit Panjang Plaza, Rivervale Mall and JCube. 3 Includes Funan DigitaLife Mall, Clarke Quay, Bugis+ and 40.00% interest in Raffles City Singapore.

Necessity shopping at Tampines Mall

CapitaMall Trust | Report to unitholders 2012 19 Operations Review

Occupancy Rate

Coupled with our extensive network of international and local retailers, our active mall management and proactive leasing strategy have helped us to maintain high occupancy rates over the past 10 years. The portfolio occupancy rate was 98.2% as at 31 December 2012.

Occupancy Rate (as at 31 December)

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 % % % % % % % % % % Tampines Mall 99.3 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Junction 8 100.0 99.8 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.6 Funan DigitaLife Mall 99.3 100.0 99.4 99.6 99.7 99.8 99.3 100.0 100.0 100.0 IMM Building1 98.5 99.4 99.0 99.0 99.9 100.0 99.7 100.0 100.0 98.1 Plaza Singapura 100.0 100.0 100.0 100.0 99.8 100.0 100.0 100.0 91.3 Bugis Junction 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Other assets2 99.8 100.0 100.0 100.0 99.8 99.8 80.93 100.0 Raffles City Singapore4 99.3 100.0 100.0 100.0 99.6 100.0 100.0 Lot One Shoppers’ Mall 92.73 99.3 99.9 99.6 99.7 99.8 Bukit Panjang Plaza 99.9 100.0 99.8 100.0 100.0 100.0 The Atrium@Orchard5 98.0 99.1 93.5 65.53 95.3 Clarke Quay 100.0 100.0 97.9 JCube 99.6 Bugis+ 99.5 CMT Portfolio 99.1 99.8 99.7 99.5 99.6 99.7 99.8 99.3 94.8 98.2

1 Based on IMM Building’s retail leases. 2 other assets include: a) Rivervale Mall; b) Sembawang Shopping Centre, except for years 2007 and 2008 when it underwent an asset enhancement initiative (AEI); c) Hougang Plaza, until it was sold in 2012; d) JCube, except from 2008 to 2011 when it underwent an AEI. The asset was classified separately from 2012 onwards; and e) Bugis+, which was acquired in 2011 and subsequently underwent an AEI from November 2011 to July 2012. The asset was classified separately from 2012 onwards. 3 Lower occupancy rate was due to asset enhancement works. 4 Based on Raffles City Singapore’s retail leases. 5 Includes retail and office leases.

Portfolio Tenants’ Sales

The tenants’ sales of CMT’s portfolio on a S$ per square foot (psf) per month basis, increased by 1.6% in 2012, compared to the preceding year. This marked the third consecutive year of rising tenants’ sales. Part of CMT’s rental structure comprises gross turnover rent which is pegged to tenants’ sales. Gross turnover rent made up only a small percentage of CMT’s total gross revenue. It typically ranges from 3.0% to 5.0%, ensuring the stability of CMT’s gross revenue.

Tenants’ Sales of CMT Portfolio1 by Financial Year (S$ psf per month)

100

2009 2010 2011 2012

1 Excludes JCube, Hougang Plaza, The Atrium@Orchard and Bugis+.

20 Realising Potential, Building A Decade of Excellence Compared with other retail real estate investment trusts (REITs) in Australia and North America, the tenants’ sales (US$ psf per annum) of CMT’s portfolio in 2012 was among the highest.

Full Year Tenants’ Sales of Retail REITs (US$ psf per annum)

945 926 848 568 545 480 466

Westfield CFS Retail CMT Simon General Westfield Primaris Retail Property (Singapore) Property Growth Group (Canada) (Australia) Trust (United (United (United (Australia) States) States) States)

Sources: Companies’ data as at 31 August 2012 (Primaris), 30 September 2012 (CFS Retail Property Trust, Westfield Retail and Westfield Group) and 31 December 2012 (CMT, Simon Property and General Growth).

Performance of Tenants’ Sales by Trade

Most trade categories registered stronger sales performance with Telecommunications and Supermarket achieving the highest growth rate of 17.1% and 7.5% respectively in terms of tenants’ sales in 2012 as compared to 2011.

Tenants’ Sales $ psf Variance Year-on-Year (%)

17.1 7.5 5.9 5.4 3.5 3.4 3.1 3.0 2.7 1.5 1.1 0.9 0.3 (1.1) (4.9) (7.4) (7.7) (8.3) 1 Fashion Services Supermarket Shoes & Bags Music & Video Toys & Hobbies Toys Sporting Goods Beauty & Health Home Funishing Gifts & Souvenirs Food & Beverage Department Store Books & Stationery Telecommunications Jewellery & Watches Electrical & Electronics Information Technology Leisure & Entertainment Leisure

1 Services include convenience stores, bridal shops, optical shops, film processing shops, florists, magazine stores, pet shops, travel agencies, cobblers/ locksmiths, laundromats and clinics.

CapitaMall Trust | Report to unitholders 2012 21 Operations Review

Occupancy Cost

CMT’s portfolio occupancy cost remained healthy at 16.1% in 2012. Compared with other REITs in Australia, Europe and North America, CMT’s portfolio occupancy cost was in line with that of our peers.

Occupancy Cost of CMT Portfolio by Financial Year1 (%)

16.7 16.4 16.0 16.1

2009 2010 2011 2012

1 occupancy cost is defined as a ratio of gross rental (inclusive of service charge, advertising & promotional charge and gross turnover rent) to tenants’ sales. Portfolio excludes JCube, Hougang Plaza, The Atrium@Orchard and Bugis+ from years 2009 to 2012. Sembawang Shopping Centre and Clarke Quay are also excluded from the portfolio for year 2009.

Occupancy Cost of Retail REITs (%)

19.0 17.1 16.1 14.8 13.2 13.1 11.3

Westfield CFS Retail CMT Westfield General Unibail- Simon Retail Property (Singapore) Group Growth Rodamco Property (Australia Trust (United (United (Europe) (United & New (Australia) States) States) States) Zealand)

Sources: Companies’ data as at 30 June 2012 (CFS Retail Property Trust), 30 September 2012 (Simon Property, Westfield Retail and Westfield Group) and 31 December 2012 (CMT, General Growth and Unibail-Rodamco).

Shopper Traffic

In 2012, there was a slight decline in shopper traffic, largely due to the asset enhancement works at some of our malls. Upon the completion of the works, we will provide shoppers with more retail offerings and refreshing shopping experiences. This will further strengthen overall attractiveness of our malls to our shoppers.

22 Realising Potential, Building A Decade of Excellence Year-on-Year Change in Shopper Traffic1 (%) 6.0

4.0

2.0

0.0 -2.0 -4.0

-6.0

-8.0

Jan Feb Mar apr May Jun Jul aug Sep Oct Nov Dec 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012

1 For comparable basis, the chart includes the entire CMT portfolio of malls, except JCube, Bugis+, The Atrium@Orchard and Hougang Plaza, which was sold in June 2012. JCube, Bugis+ and The Atrium@Orchard were previously undergoing asset enhancement works and have commenced full operations in April, August and October 2012 respectively.

Divestment of Hougang Plaza

We continually evaluate our portfolio of assets and explore opportunities to enhance value for our Unitholders. The divestment of Hougang Plaza was completed on 13 June 2012. The net proceeds will be used for general corporate and working capital purposes.

Asset Enhancement Initiatives

In April 2012, the revamped and transformed JCube welcomed shoppers with an iconic unique facade inspired by an ice cube. With the completion of the asset enhancement works, the tenant mix was refreshed to offer more entertainment and food & beverage (F&B) offerings. With its IMAX theatre and Singapore’s only Olympic-size ice rink, JCube is positioned as a youth and entertainment hotspot.

Asset enhancement works for Bugis+ were completed in end-July 2012. The works involved decantation of retail units to create space and to increase the space efficiency. It also involved the relocation of atrium space and escalators to improve layout and traffic circulation within the mall. Furthermore, after the straightening of lease lines of retail units on the link bridge between Bugis+ and Bugis Junction, visibility was enhanced between the two malls. The integration leads to an enlarged and seamless shopping destination offering more retail, F&B and entertainment offerings for its shoppers.

The revamped The Atrium@Orchard welcomed shoppers in end-October 2012 with three new levels of fashion, F&B and lifestyle offerings. The property had undergone asset enhancement works to transform levels 1 to 3 into higher yielding prime retail space, which are seamlessly integrated with Plaza Singapura via internal corridors. With an additional 135,000 sq ft of NLA, shoppers can now look forward to a more complete shopping experience at the enlarged Plaza Singapura.

Asset enhancement works for Clarke Quay were fully completed in January 2013. The works involved recovering space from an anchor tenant to optimise the use of space at Block C and maximising gross floor area at Block E. Blocks C and E are now refreshed with a vibrant frontage along River Valley Road with more F&B offerings. The new frontage, designed to match the heritage architecture of the location, brings back the charm of the old warehouses at Clarke Quay.

In May 2012, we have also commenced works at IMM Building, to reposition IMM Building as a value-focused mall to enhance its competitiveness. Upon completion of works, IMM Building will house Singapore’s largest cluster of outlet stores under one roof. We are close to realising a target of opening 50 outlet brands by May 2013. Forty outlet brands have been committed as at end-2012, of which 32 outlets are already operational.

CapitaMall Trust | Report to unitholders 2012 23 Financial Review

Gross Revenue Gross Revenue by Property (S$ million)

Gross revenue for financial year (FY) 2012 Tampines Mall 69.7 was S$661.6 million, an increase of S$31.0 68.3 million or 4.9% over FY 2011. JCube, which Junction 8 53.7 52.0 re-opened on 2 April 2012, accounted for Funan DigitaLife Mall 32.1 S$23.7 million of the increase in gross 31.7 IMM Building 73.6 revenue. Bugis+, acquired on 1 April Plaza Singapura 78.0 2011 commenced asset enhancement initiatives (AEI) in November 2011 and Bugis Junction 81.2 81.4 completed the AEI in end-July 2012, Sembawang Shopping accounted for S$8.4 million of the increase Centre, Hougang Plaza1 75.2 72.5 in gross revenue. The other malls, except and Rivervale Mall 23.0 for The Atrium@Orchard (Atrium) and IMM JCube2 23.7 25.9 Building (IMM), accounted for another 40.7 39.1 Lot One Shoppers’ Mall 25.1 S$8.4 million increase in gross revenue 24.3 Bukit Panjang Plaza 21.2 26.3 mainly due to higher rental rates achieved 34.4 33.1 from new and renewed leases and step- The Atrium@Orchard3 19.6 11.2 up rents. Atrium recorded lower gross Clarke Quay 88.4 86.8 revenue as it was undergoing AEI since Bugis+4 January 2011. Atrium’s AEI was completed in end-October 2012 while IMM recorded Raffles City Singapore 661.6 630.6 (40.00% interest) lower gross revenue as a result of the FY 2012 FY 2011 ongoing AEI which started in May 2012.

Gross Revenue by Property FY 2012 FY 2011 Variance S$’000 S$’000 S$’000 % Tampines Mall 69,752 68,320 1,432 2.1 Junction 8 53,661 52,056 1,605 3.1 Funan DigitaLife Mall 32,139 31,682 457 1.4 IMM Building 73,558 78,034 (4,476) (5.7) Plaza Singapura 81,228 81,438 (210) (0.3) Bugis Junction 75,176 72,454 2,722 3.8 Sembawang Shopping Centre, Hougang Plaza1 and Rivervale Mall 23,049 25,904 (2,855) (11.0) JCube2 23,712 – 23,712 N.M. Lot One Shoppers’ Mall 40,688 39,079 1,609 4.1 Bukit Panjang Plaza 25,053 24,286 767 3.2 The Atrium@Orchard3 21,193 26,278 (5,085) (19.4) Clarke Quay 34,369 33,114 1,255 3.8 Bugis+4 19,640 11,177 8,463 75.7 573,218 543,822 29,396 5.4 Raffles City Singapore (40.00% interest) 88,370 86,751 1,619 1.9 Total 661,588 630,573 31,015 4.9

N.M. Not Meaningful.

1 The sale of Hougang Plaza was completed on 13 June 2012. 2 JCube commenced operations on 2 April 2012, after undergoing AEI. 3 AEI for Atrium commenced in January 2011 and was completed in end-October 2012. 4 The acquisition of Bugis+ was completed on 1 April 2011. AEI commenced in November 2011 and was completed in end-July 2012.

24 Realising Potential, Building A Decade of Excellence Net Property Income Net Property Income by Property (S$ million)

As a result of the higher gross revenue, net Tampines Mall 50.4 property income (NPI) of S$445.3 million 49.1 was S$27.1 million or 6.5% higher than Junction 8 37.9 the S$418.2 million for the FY ended Funan DigitaLife Mall 21.4 36.0 20.2 31 December 2011. Similarly, this was IMM Building mainly due to JCube which re-opened on 46.6 Plaza Singapura 50.5 2 April 2012 and Bugis+ which was acquired on 1 April 2011 and which Bugis Junction 59.4 59.2 completed its AEI in end-July 2012. Sembawang Shopping Centre, Hougang Plaza1 51.9 and Rivervale Mall 50.1 13.5 JCube2 14.2 14.9 27.9 (3.9) Lot One Shoppers’ Mall 15.9 26.4 Bukit Panjang Plaza 11.4 15.4 20.0 15.7 The Atrium@Orchard3 10.3 18.7 2.4 64.5 Clarke Quay 63.5 Bugis+4 Raffles City Singapore 445.3 418.2 (40.00% interest) FY 2012 FY 2011

Net Property Income by Property FY 2012 FY 2011 Variance S$’000 S$’000 S$’000 % Tampines Mall 50,328 49,156 1,172 2.4 Junction 8 37,901 35,996 1,905 5.3 Funan DigitaLife Mall 21,384 20,228 1,156 5.7 IMM Building 46,597 50,525 (3,928) (7.8) Plaza Singapura 59,404 59,229 175 0.3 Bugis Junction 51,927 50,089 1,838 3.7 Sembawang Shopping Centre, Hougang Plaza1 and Rivervale Mall 13,427 14,832 (1,405) (9.5) JCube2 14,223 (3,864) 18,087 N.M. Lot One Shoppers’ Mall 27,928 26,366 1,562 5.9 Bukit Panjang Plaza 15,925 15,406 519 3.4 The Atrium@Orchard3 11,393 15,657 (4,264) (27.2) Clarke Quay 19,972 18,750 1,222 6.5 Bugis+4 10,319 2,399 7,920 N.M. 380,728 354,769 25,959 7.3 Raffles City Singapore (40.00% interest) 64,525 63,471 1,054 1.7 Total 445,253 418,240 27,013 6.5

N.M. Not Meaningful.

CapitaMall Trust | Report to unitholders 2012 25 Financial Review

Distributions

Distribution for FY 2012 was S$316.9 million, an increase of S$15.3 million or 5.1% as compared to FY 2011. Distribution per unit (DPU) for FY 2012 is 9.46 cents, 1.0% higher than 9.37 cents for FY 2011. The increase was mainly attributed to JCube which re-opened on 2 April 2012, Bugis+ which had completed its AEI in end-July 2012 and the strong operating performance from the properties. CMT has retained S$15.3 million capital distribution income received from CapitaRetail China Trust for general corporate and working capital purposes.

On 30 November 2012, 125.0 million new units in CMT were issued via a private placement exercise for the purposes of capital expenditure, AEI of CMT properties, refinancing of existing debts of CMT and its subsidiaries and/or general corporate and working capital. In order to ensure fairness to holders of CMT units prior to the issuance of the private placement of new units, CMT declared an advanced distribution for the period from 1 October 2012 to 29 November 2012, the day immediately prior to the date on which the private placement new units were issued. The advanced distribution was paid on 28 January 2013.

Breakdown of the unitholders’ distribution for FY 2012 with FY 2011 comparatives are as follows:

1 January to 1 April to 1 July to 1 October to 30 November to 1 January to 2012 31 March 30 June 30 September 29 November 31 December 1 31 December

DPU 2.30 2.38 2.42 1.55 0.81 9.46 (cents)

DPU 2.36 (cents)

1 January to 1 April to 1 July to 1 October to 10 November to 1 January to 2011 31 March 30 June 30 September 9 November 31 December 2 31 December

DPU 2.29 2.36 2.42 1.02 1.28 9.37 (cents)

DPU 2.30 (cents)

1 DPU for 30 November 2012 to 31 December 2012 was based on the enlarged number of 3,456,420,674 units as at 31 December 2012 after the issuance of 125,000,000 units via the private placement exercise on 30 November 2012.

2 DPU for 10 November 2011 to 31 December 2011 was based on the enlarged number of 3,328,416,755 units as at 31 December 2011 after the issuance of 139,665,000 units via the private placement exercise on 10 November 2011.

Assets

As at 31 December 2012, the total assets for CMT and its subsidiaries (CMT Group) were S$9,888.7 million, compared with S$9,172.2 million as at 31 December 2011. The increase of S$716.5 million was mainly due to the revaluation surplus of S$165.8 million, capital expenditure of S$210.8 million and the increase in cash and cash equivalents of S$360.7 million. The increase in cash and cash equivalents of S$360.7 million was mainly due to the proceeds from S$150.0 million Medium Term Notes and four series of foreign currency denominated fixed rate notes of Euro-Medium Term Notes which were swapped into Singapore dollar fixed rate notes totalling S$992.9 million issued during the year under CMT MTN Pte. Ltd. and proceeds of S$250.0 million from issuance of new units via the private placement completed on 30 November 2012. This was offset by the repayment of the S$783.0 million commercial mortgage backed securities under Silver Maple Investment Corporation Ltd as well as the repurchase of S$158.0 million in principal amount of the S$650.0 million 1.0% convertible bonds due 2013.

26 Realising Potential, Building A Decade of Excellence Valuation and Valuation Capitalisation Rates (as at 31 December)

Property Valuation Valuation per Valuation Capitalisation Rate1 Net Lettable Area

2012 2011 Variance 2012 2012 2011 S$ million S$ million S$ million S$ per sq ft % % Tampines Mall 827.0 800.0 27.0 2,510 5.50 5.50 Junction 8 617.0 597.0 20.0 2,450 5.50 5.50 Funan DigitaLife Mall 354.0 347.0 7.0 1,185 5.65 5.65 IMM Building 608.0 606.0 2.0 6402 Retail – 6.50 Retail – 6.50 Office – 6.75 Office – 6.75 Warehouse – 7.75 Warehouse – 7.75 Plaza Singapura 1,106.0 1,080.0 26.0 2,237 5.25 5.25 Bugis Junction 879.0 864.0 15.0 2,097 5.50 5.50 JCube 340.0 273.0 67.0 1,614 5.75 5.75 Lot One Shoppers’ Mall 467.0 454.0 13.0 2,124 5.50 5.50 Bukit Panjang Plaza 270.0 259.0 11.0 1,774 5.60 5.60 Clarke Quay 325.0 293.0 32.0 1,116 5.65 5.65 Bugis+ 322.0 295.0 27.0 1,501 5.85 5.85 Others3 199.0 191.0 8.0 936 5.70 - 5.75 5.70 - 5.75 Total CMT Portfolio 6,314.0 6,059.04 255.0 1,561 N.A. N.A. excluding Raffles City Singapore (40.00% interest) and The Atrium@Orchard Raffles City Singapore 1,160.8 1,133.2 27.6 N.M.5 Retail – 5.40 Retail – 5.40 (40.00% interest) Office – 4.25 Office – 4.50 Hotel – 5.75 Hotel – 5.75 The Atrium@Orchard 717.0 623.0 94.0 1,845 Retail – 5.50 Retail – 5.50 Office – 4.15 Office – 4.15 Total CMT Portfolio6 8,191.8 7,815.2 376.6 1,5867 N.A. N.A. Less additions during (210.8) the year Net increase in valuations 165.8 Westgate8 (30.00% interest) 290.7 290.7

N.A. Not Applicable.

1 Valuation capitalisation rate refers to the capitalisation rate adopted by the independent valuers to derive the market values of each property. 2 Reflects valuation of the property in its entirety. 3 Comprising Sembawang Shopping Centre and Rivervale Mall. 4 hougang Plaza has been divested on 13 June 2012 and its value of S$34.0 million was excluded from the portfolio valuation. 5 not meaningful because Raffles City Singapore comprises retail units, office units, hotels and convention centre. 6 Total valuation excludes Westgate which is currently under development. 7 Valuation per sq ft excludes Raffles City Singapore. 8 Westgate’s valuation of S$290.7 million reflects CMT’s 30.00% interest in the valuation of land which is approximately S$969.0 million.

CapitaMall Trust | Report to unitholders 2012 27 Financial Review

Financial Performance for 2008 to 2011 2011 2010

Gross Revenue Gross Revenue Gross revenue for the FY ended 31 December 2011 was Gross revenue for the FY 2010 was S$581.1 million, an S$630.6 million, an increase of S$49.5 million or 8.5% over increase of S$28.4 million or 5.1% over S$552.7 million for S$581.1 million for the FY ended 31 December 2010. Of FY 2009. S$15.4 million of the increase was due to Clarke the increase, S$28.9 million was due to Clarke Quay and Quay, which was acquired on 1 July 2010 while the balance Bugis+, which were acquired on 1 July 2010 and 1 April was attributed to higher gross revenues across the malls 2011 respectively, while the balance was attributed to higher mainly due to the higher rental rates achieved from new gross revenue across the malls mainly due to the higher and renewed leases and step-up rents. rental rates achieved from new and renewed leases and step-up rents. The increase was partially offset by decrease in revenue from Atrium due to the commencement of its Net Property Income AEI in January 2011. As a result of the higher gross revenue, NPI of S$399.1 million was S$22.3 million or 5.9% higher than the S$376.8 million for FY 2009. Similarly, this was mainly due to Clarke Net Property Income Quay which was acquired on 1 July 2010 and higher rental As a result of the higher gross revenue, NPI of S$418.2 income across the malls. million was S$19.1 million or 4.8% higher than the S$399.1 million for FY 2010. Similarly, this was mainly due to Clarke Quay and Bugis+ which were acquired on 1 July 2010 and 1 April 2011 respectively and higher rental income across the malls which is partially offset by decrease in revenue from Atrium and JCube due to AEI.

28 Realising Potential, Building A Decade of Excellence 2009 2008

Gross Revenue Gross Revenue Gross revenue for FY 2009 was S$552.7 million, an increase Gross revenue for FY 2008 was S$510.9 million, an of S$41.8 million or 8.2% over S$510.9 million for FY 2008. increase of S$79.0 million or 18.3% over S$431.9 million for S$19.4 million of the increase was due to Atrium which was FY 2007. This was mainly due to an increase in revenue of acquired on 15 August 2008. The balance was attributed S$28.8 million from the three properties (namely Lot One, to higher gross revenues from Tampines Mall, IMM, Plaza Bukit Panjang Plaza and Rivervale Mall) under CapitaRetail Singapura, Bugis Junction, Sembawang Shopping Centre Singapore Limited (CRS) which contributed 12 months of (SSC) and Lot One Shoppers’ Mall (Lot One) mainly due to revenue in FY 2008 compared with seven months of revenue the completion of AEI and partially offset by decrease in in FY 2007 as the acquisition of the balance 72.8% of the gross revenue from JCube as it has ceased operations for Class E bonds in CRS was completed on 1 June 2007. In AEI. On a comparable mall basis (excluding SSC, JCube addition, gross revenue from Atrium, which was acquired and Atrium), gross revenue for FY2009 was S$18.0 million on 15 August 2008, accounted for a further S$10.4 million. or 3.6% higher than FY2008. The other CMT malls accounted for another S$27.8 million increase in revenue mainly due to higher rents from new and Net Property Income renewed leases as well as higher revenue from Tampines As a result of the higher gross revenue, NPI of S$376.8 Mall, IMM, Plaza Singapura and Bugis Junction following million was S$35.7 million or 10.4% higher than the S$341.1 the completion of AEI. CMT’s 40.00% interest in Raffles million for FY 2008. Similarly, this was mainly due to City Singapore (RCS) through the RCS Trust, the special Atrium which was acquired on 15 August 2008, SSC which purpose vehicle that holds RCS, accounted for another re-opened in late December 2008 and higher NPI from S$12.0 million increase in revenue. Tampines Mall, IMM, Plaza Singapura, Bugis Junction and Lot One mainly due to the completion of AEI. Net Property Income As a result of the higher gross revenue, NPI of S$341.1 million was S$53.3 million or 18.5% higher than the S$287.8 million for FY 2007. Similarly, this was mainly due to the increase of S$19.2 million from the full year contribution from the three properties under CRS against seven months of contribution in FY 2007. Atrium accounted for S$6.7 million and CMT’s 40.00% interest in RCS Trust contributed about S$6.6 million. Increased rental income from the other malls also contributed to the improved NPI.

CapitaMall Trust | Report to unitholders 2012 29 Risk & Capital Management

Key Financial Indicators as at 31 December 2012 as at 31 December 2011

Unencumbered Assets as % of Total Assets1 77.5% 37.9% Gearing2 36.7%3 38.4% Net Debt / EBITDA4 (times) 6.9 7.4

Interest Coverage5 (times) 3.2 3.3 Average Term to Maturity (years) 3.9 2.7 Average Cost of Debt6 3.3% 3.5% CMT’s Corporate Rating7 ‘A2’ ‘A2’

1 Total Assets exclude non-eliminated portion of CMT’s loan to Infinity Mall Trust and Infinity Office Trust (collectively, the Infinity Trusts) and CMT’s share of interest expense on the loans from joint venture partners, capitalised under property under development, arising from proportionate accounting. 2 Ratio of borrowings (including S$400.0 million (CMT’s 40.00% share) of borrowings of RCS Trust and S$215.5 million and S$195.0 million as at 31 December 2012 and 31 December 2011 respectively (CMT’s 30.00% share) of borrowings of Infinity Trusts), over total deposited property for CMT and its subsidiaries (CMT Group) (exclude non-eliminated portion of CMT’s loan to Infinity Trusts and CMT’s share of interest expense on the loans from joint venture partners, capitalised under property under development, arising from proportionate accounting). 3 The issuances of the ¥10.0 billion 1.309% fixed rate notes (Euro-Medium Term Note (EMTN) Series 4) and HK$885.0 million 3.28% fixed rate notes (EMTN Series 5) were raised ahead of the maturity of the existing borrowings of CMT which will become due in 2013. The funds raised are excluded from both borrowings and total deposited property for the purpose of computing the gearing ratio as the funds are set aside solely for the purpose of repaying the existing borrowings of CMT which will become due in 2013. 4 net Debt comprises gross debt less temporary cash intended for refinancing and capital expenditure and EBITDA refers to earnings before interest, tax, depreciation and amortisation. 5 Ratio of net investment income at CMT Group before interest and tax over interest expense from 1 January 2012 to 31 December 2012 and 1 January 2011 to 31 December 2011 respectively. In computing the ratio, cost of raising debt is excluded from interest expense. 6 Ratio of interest expense over weighted average borrowings. 7 Moody’s Investors Service has affirmed a corporate family rating of “A2” with a stable outlook to CMT in February 2011.

30 Realising Potential, Building A Decade of Excellence Risk Management Currency Risk As the assets of CMT Group are currently based in Singapore, there is little or no foreign exchange exposure Effective enterprise-wide risk management is a fundamental from its operations. CMT borrows in Singapore Dollars part of CMT’s and its subsidiaries’ (CMT Group) business from its wholly-owned subsidiary, CMT MTN Pte. Ltd. strategy. The potential risks are identified and key controls (CMT MTN). CMT MTN provides treasury services to CMT, to mitigate these risks are established to protect Unitholders’ including the on-lending of proceeds from notes issued interests and value. under the S$2.5 billion unsecured Multicurrency Medium Term Note Programme (MTN Programme), and the US$2.0 Key Risks & Control Measures billion unsecured Euro-Medium Term Note Programme (EMTN Programme). Operational Risk To mitigate and manage operational risk, CMT Group has RCS Trust, in which CMT has a 40.00% interest, borrows integrated risk management into the day-to-day activities in Singapore Dollars from a special purpose vehicle, Silver across all functions. Measures include the establishment Oak Ltd (Silver Oak). Silver Oak issued foreign currency denominated notes at floating rates at attractive spreads by of planning and control systems, group-wide policies, borrowing from the overseas markets. They were swapped information technology systems, and operational reporting into fixed rate and Singapore Dollars. and monitoring procedures which are overseen by the executive committee and Board of Directors. The risk Credit Risk management system is regularly monitored and examined Credit risk is the potential volatility in earnings caused by to ensure continuing effectiveness. tenants’ failure to fulfill their contractual lease payment obligations, as and when they fall due. There is a stringent The risk management framework is designed to ensure collection policy in place to ensure that credit risk is appropriate processes and procedures are in place to minimised. In addition to the requirement for upfront prevent, manage and mitigate any operational risk. payment of security deposit of an amount approximating three months’ rent on average (which may be lodged Investment Risk in the form of cash or bankers’ guarantee), CMT Group One of the main sources of growth for CMT Group is the also established vigilant monitoring and debt collection acquisition of properties, asset enhancement initiatives procedures. Debt turnover of CMT Group was 2.3 days (AEI) as well as investment in greenfield developments. The for 31 December 2012 and 31 December 2011. risks involved in such investment activities are managed through a rigorous set of investment criteria which includes Liquidity Risk potential for growth in yield, rental sustainability and CMT Group actively monitors its cash flow position to ensure potential for value creation. Also, key financial projection that there are sufficient liquid reserves, in the form of cash assumptions are reviewed and sensitivity analyses are and banking facilities, to finance its operations and AEI. The performed on key variables. Group also monitors covenants closely to ensure compliance.

The potential risks associated with proposed projects and Financing Risk the issues that may prevent their smooth implementation Given our reliance on external sources of funding for or attainment of projected outcomes are identified at refinancing of existing borrowings, acquisitions of new evaluation stage. This is to enable us to devise action property and AEI, the health of the debt markets directly plans to mitigate such risks as early as possible. affects CMT.

Interest Rate Risk Different funding strategies are used to minimise over The Group’s exposure to fluctuations in interest rates reliance on a single source of funds for any funding or relates primarily to interest-bearing financial liabilities. refinancing requirements. Other than MTN and EMTN Interest rate risk is managed on an ongoing basis, and programmes, CMT is also one of the first real estate with the primary objective of minimising the impact on net investment trusts to set up a Retail Bond programme and interest expense that is caused by adverse movements had issued S$300.0 million bonds under the S$2.5 billion in interest rates. Hence, CMT Group proactively seeks to programme in 2011 at an interest rate of 2.00% per annum. minimise the level of interest rate risk by locking in most CMT Group has also tapped into the convertible bonds and of its borrowings at fixed interest rates. commercial mortgage backed securities (CMBS) markets for funds. In addition, CMT Group has banking facilities As at 31 December 2012, the risk is minimal as the Group’s as a source of back-up funds. borrowings are either on fixed rate basis or have been swapped into Singapore Dollar fixed rates.

CapitaMall Trust | Report to unitholders 2012 31 Risk & Capital Management

CMT Group will continue to proactively manage its capital Interested Person Transaction Risk structure by ensuring its debt maturity profile is spread out The Manager has established internal control procedures without major concentration of debt maturing in a single to ensure that all transactions involving the Trustee and a year, and maintaining an optimal gearing level. related party of the Manager (Interested Person Transactions) are undertaken on an arm’s length basis and on normal commercial terms and will not be prejudicial to the interests of the Unitholders.

For Interested Person Transactions, the Manager would have to demonstrate to the Audit Committee that the transactions DEBT MIX were undertaken on normal commercial terms which may BY TYPE include obtaining (where practicable) quotations from (%) parties unrelated to the Manager, or obtaining valuations from independent valuers (in accordance with the Property (as at 31 December 2012) Funds Appendix). Proactive measures are also adopted to avoid situations of conflict and potential conflict of interest.

Human Resource Risk In order to deliver quality products and services to our valued Unsecured debt 80.7% tenants and customers, the Manager and Property Manager, Secured debt 19.3% CapitaLand Retail Management Pte Ltd, invest in quality human capital by recruiting and retaining employees with the Loans from CMT MTN 63.2 relevant expertise, skills and professionalism. High turnover Convertible Bonds 12.1 rate of valued employees can be detrimental as it causes disruptions to CMT’s business operations and undermines Term loan at RCS Trust level from the implementation of CMT’s strategic business plans. Silver Oak (CMT’s 40.00% interest) 10.8 Retail Bonds 8.1 The Manager and Property Manager have also adopted Term loan at Infinity Trusts level an integrated human capital strategy to recruit, develop (CMT’s 30.00% interest) 5.8 and motivate quality employees. In addition to seeking outstanding talents with the required expertise and 100.0 experience, emphasis has also been placed on managing these talents through staff development and continuous Legal and Compliance Risk training. Comprehensive compensation and benefits plans Due to the nature of CMT’s business, CMT is required to are also used to motivate and retain the talents. Such comply with the relevant legislations and regulations that measures are also to ensure that the Group maintains its include the Listing Manual of the SGX-ST (Listing Manual), competitive edge. the Code on Collective Investment Schemes (the CIS Code) issued by the Monetary Authority of Singapore (MAS) and Development and Construction Risk the tax rulings issued by the Inland Revenue Authority of Under the Property Funds Appendix, the total contract Singapore (IRAS) with regards to the taxation of CMT and value of all property development activities undertaken by its Unitholders. Thus, any changes in these legislations CMT Group, together with its investments in uncompleted and regulations may affect CMT’s operations and results. property developments, may not exceed 10.0% of CMT Group’s deposited property. CMT Group’s total deposited CMT’s reputation may be adversely affected by its business property as at 31 December 2012 is about S$9.9 billion. activities which may bring about unintended or unexpected legal consequences. To date, the Manager has committed to invest about S$469.5 million on CMT’s first greenfield development project, The manager of CMT (the Manager) has established relevant Westgate. Ground-breaking for this retail-cum-office policies and procedures to ensure CMT’s compliance with development had commenced in January 2012. Its retail applicable legislations and regulations. mall is scheduled to open by end-2013 and its office tower, by end-2014.

32 Realising Potential, Building A Decade of Excellence The construction and development of new projects usually In 2012, CMT MTN issued four series of foreign currency take a few years to complete, depending on the project size denominated notes and one Singapore denominated and its complexity. In the event that the projects cannot be note under its EMTN Programme and MTN Programme completed within the anticipated time frame and budget, the respectively, in the following chronological order: delay may have a material adverse effect on CMT’s business, financial position, results of operations and prospects. In 1 uS$400.0 million six year fixed rate notes on 21 March addition, significant pre-operating costs incurred may not 2012; be recovered within the expected period or at all. 2 hK$1.15 billion 10 year fixed rate notes on 28 June 2012; 3 S$150.0 million 12 year fixed rate notes on 2 August The Manager mitigates such risk through continual 2012; monitoring of the progress of these projects and regular 4 ¥10.0 billion seven year fixed rate notes on 15 October reviews with senior management on the progress of these 2012; and projects. The Manager has established standard operating 5 hK$885.0 million 10.25 year fixed rate notes on 27 procedures (SOPs) to guide project management personnel November 2012. and ensure that all required applications are submitted for the authorities’ approvals. These SOPs are subject to a The foreign currency denominated notes were swapped series of continuity and consistency reviews by management into Singapore Dollar fixed rate notes totalling S$992.9 and an independent ISO 9001 qualified auditor. In addition, million. This amount, together with the S$150.0 million MTN the Manager has set up a framework for evaluating and note, were on-lent to CMT to repay the S$783.0 million pre-qualifying contractors and service providers that would CMBS borrowings due on 31 October 2012 as well as to be invited for project-related tenders. repay some of the borrowings due in 2013. The CMBS borrowings were issued under Silver Maple Investment Corporation Ltd (Silver Maple), a special purpose vehicle. Capital Management Following the repayment of the S$783.0 million CMBS borrowings, the seven properties mortgaged namely As at Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM 31 December Building, Bugis Junction, Sembawang Shopping Centre 2012 and JCube were discharged and released. This brings the Funding and borrowings1 S$ million number of unencumbered assets under CMT Group to 13, Loans from CMT MTN 2,342.42 or 77.5% of total assets as at 31 December 2012.

Convertible Bonds 448.23 S$306.0 million of the 2013 Convertible Bonds were Retail Bonds 300.04 repurchased in 2010 and 2011 and S$87.75 million in principal amount were redeemed in July 2011. In 2012, CMT Total borrowings at CMT level 3,090.6 further repurchased another S$158.0 million in principal amount and reduced the outstanding aggregate principal Term loan at RCS Trust level from to S$98.25 million. The final redemption price upon maturity Silver Oak 400.05 on 2 July 2013 is equal to 109.31% of the principal amount. Term loan at Infinity Trusts level 215.56 CMT has a 40.00% interest in RCS Trust. In 2011, Silver Oak Total borrowings at CMT Group 3,706.1 issued US$645.0 million secured CMBS and the proceeds have been swapped into S$800.0 million. The Singapore 1 Based on principal sums only. 2 Includes four series of foreign currency denominated fixed rate notes dollar proceeds together with the S$200.0 million secured consisting of US dollar, Japanese yen and Hong Kong dollar issued in Year term loan under Silver Oak were on-lent to RCS Trust. 2012 under the EMTN Programme which were swapped into Singapore Under the loan agreements between Silver Oak and RCS fixed rate notes totalling S$992.9 million and S$150.0 million fixed rate notes issued under the MTN programme. Trust Trustee-Manager, Silver Oak has granted RCS Trust 3 Based on the outstanding S$98.25 million in principal amount of the S$650.0 a term loan facility of S$1.0 billion and a revolving credit million 1.0% convertible bond due 2013 (2013 Convertible Bonds) and S$350.0 million 2.125% convertible bonds due 2014 (2014 Convertible facility of S$300.0 million. RCS Trust drew down the S$1.0 Bonds) issued on 2 July 2008 and 19 April 2011 respectively. The final billion term loan in 2011 and CMT’s 40.00% share thereof redemption dates of the 2013 Convertible Bonds and 2014 Convertible Bonds are on 2 July 2013 and 19 April 2014 respectively. is S$400.0 million. 4 under the S$2.5 billion Retail Bond Programme, the Trust issued S$300.0 million in principal amount of Retail Bonds with an interest rate of 2.00% per annum, fully payable on 25 February 2013. 5 CMT’s 40.00% interest in RCS Trust. 6 Drawdown of S$650.0 million term loan and S$68.3 million revolving credit facility (RCF) by Infinity Trusts (CMT’s 30.00% share thereof is S$215.5 million) from the S$820.0 million secured banking facilities.

CapitaMall Trust | Report to unitholders 2012 33 Risk & Capital Management

CMT has a 30.00% interest in Infinity Trusts. Out of the As at 31 December 2012, 10.8% or S$398.2 million of CMT total facilities of S$820.0 million which comprises term Group’s debt will mature in 2013. CMT has raised sufficient loan of S$650.0 million and revolving credit facility (RCF) of borrowings ahead of maturity of these borrowings to meet S$170.0 million, Infinity Trusts have drawn down S$650.0 the repayment needs. The Manager will continue to adopt million term loan and S$68.3 million RCF. CMT’s 30.00% a rigorous and focused approach to capital management. share of Infinity Trusts’ term loan and RCF is S$215.5 million. CMT will continue to seek diversified sources of debt funding to ensure adequate financial flexibility and CMT Group holds derivative financial instruments to constantly reviews its loan profile to reduce refinancing hedge its currency and interest rate risk exposures. The risk and extend maturity profile where possible. fair value derivative for Financial Year (FY) 2012, which was included as financial derivatives in total liabilities was Average cost of debt for CMT Group for the FY 2012 S$156.0 million. This represented 2.7% of the net assets has decreased to 3.3% per annum compared with 3.5% of CMT Group as at 31 December 2012. per annum for the FY ended 31 December 2011 as the new loans taken up in 2012 were at comparatively lower In summary, the total borrowings of CMT Group as at interest rates than the loans that were repaid. 31 December 2012 was S$3,706.11 million, with gearing at 36.7%.

The loan maturity profile for CMT Group as at 31 December 2012 was as follows:

CMT Group – Loan Maturity Profile (as at 31 December 2012)

S$ million % of Debt Within 1 year 398.21 10.8 After 1 year but 2,165.01 58.4 within 5 years After 5 years 1,142.91 30.8 3,706.1 100.0

1 Based on principal sums only.

34 Realising Potential, Building A Decade of Excellence Debt Maturity Profile (S$ million) (as at 31 December 2012)

Refinanced in 2012 407.4 500.0 799.5 615.5 250.0 505.28 157.69 190.110 140.011 150.0

783.01 172.71 215.55 150.0 699.54

107.42 80.06 Sufficient funds secured 350.03 to fully 300.0 320.07 refinance debts 100.0

2012 2013 2013 2014 2015 2016 2017 2018 2019 2022 2023 2024

Four series of EMTN and one series of MTN were (tenures from six years Secured Fixed Rate Term Loan from Silver Maple under CMBS to 12 years) raised in 2012 with weighted average cost of debt of 3.3% borrowings and weighted average tenure of 8.1 years. This is in line with CMT Group’s objectives to: 2013 Convertible Bonds and 2014 Convertible Bonds • Diversify sources of funding Retail Bonds at fixed interest rate In 2012, CMT MTN issued four series of foreign currency denominated of 2.00% p.a. notes, allowing CMT Group to tap into different currencies before Fixed Rate Notes issued under swapping to Singapore Dollars as well as reach out to different groups S$ MTN Programme of debt investors. Fixed Rate Notes issued under US$ EMTN Programme • Stretch debt tenure Secured Banking Facilities CMT’s average term to debt maturity registered 3.9 years as at 31 December 2012, compared to 2.7 years as at 31 December 2011. Secured term loan from Silver Oak – 40.00% Interest in RCS Trust • Reduce lumpiness of debts maturing in any one year Secured CMBS from Silver Oak The S$783.0 million CMBS borrowings which matured on 31 October – 40.00% Interest in RCS Trust 2012 were refinanced with proceeds from borowings raised in 2012. Debts with secured assets S$158.0 million in principal amount of the 2013 Convertible Bonds or Silver Oak: Silver Oak Ltd S$172.7 million including premium, was repurchased in 2012. CMBS: Commercial mortgage backed securities • Unencumber more properties An additional seven more properties valued at S$3.7 billion as at 31 December 2012 were unencumbered, with the repayment of S$783.0 million CMBS borrowings on 31 October 2012.

• Refinance debt ahead of maturity The Manager has secured sufficient funds to fully refinance debts due in 2013.

1 In 2012, S$783.0 million CMBS borrowings under Silver Maple were repaid and S$158.0 million in principal amount of the 2013 Convertible Bonds was repurchased at a price of 109.31%. 2 Secured S$98.25 million 1.0% 2013 Convertible Bonds with conversion price of S$3.39 redeemable on 2 July 2013 at 109.31% of the principal amount. 3 2014 Convertible Bonds at fixed rate of 2.125% p.a. with conversion price of S$2.2427 (adjusted on 30 January 2012). 4 uS$500.0 million 4.321% fixed rate notes (EMTN Series 1) were swapped to S$699.5 million at a fixed interest rate of 3.794% p.a. in April 2010. 5 Drawdown of S$718.3 million by Infinity Trusts, CMT’s 30.00% share thereof is S$215.5 million from the S$820.0 million secured banking facilities. 6 S$200.0 million 5-year term loan under Silver Oak (CMT’s 40.00% share thereof is S$80.0 million). 7 uS$645.0 million in principal amount of Class A Secured Floating Rate Notes with expected maturity on 21 June 2016 issued pursuant to the S$10.0 billion Multicurrency Secured Medium Term Note Programme established by Silver Oak and are secured by its rights to Raffles City Singapore. The proceeds have been swapped into S$800.0 million (CMT’s 40.00% share thereof is S$320.0 million). 8 uS$400.0 million 3.731% fixed rate notes (EMTN Series 2) were swapped to S$505.2 million at a fixed rate of 3.29% p.a. in March 2012. 9 ¥10.0 billion 1.309% fixed rate notes (EMTN Series 4) were swapped to approximately S$157.6 million at a fixed rate of 2.79% p.a. in October 2012. 10 hK$1.15 billion 3.76% fixed rate notes (EMTN Series 3) were swapped to S$190.1 million at a fixed rate of 3.45% p.a. in June 2012. 11 hK$885.0 million 3.28% fixed rate notes (EMTN Series 5) were swapped to S$140.0 million at a fixed rate of 3.32% p.a. in November 2012.

CapitaMall Trust | Report to unitholders 2012 35 Risk & Capital Management

Cash Flows And Liquidity Cash and Cash Equivalents CMT Group takes a proactive role in monitoring its As at 31 December 2012, the value of cash and cash cash flow position and requirements to ensure sufficient equivalents of CMT Group stood at S$1,118.3 million, liquidity and adequate funding is available for distribution compared with S$757.6 million as at 31 December 2011. to the Unitholders as well as to meet any short-term The higher quantum was mainly due to the EMTN notes obligations. that were raised ahead of refinancing as well as the proceeds from the private placement of S$250.0 million Operating Activities on 30 November 2012. As at 5 March 2013, the entire net Operating net cash flow for the FY ended 31 December proceeds of S$245.8 million has been used to partially 2012 was S$459.3 million, an increase of S$77.8 million finance the redemption of the S$300.0 million Retail Bonds over the operating cash flow of S$381.5 million in the which was due on 25 February 2013. This is in accordance preceding FY. This was mainly due to the increase in net with the stated use and allocation of the proceeds from income as well as the recovery of Goods and Services Tax the private placement. in relation to the tender price for Westgate under Infinity Trusts from IRAS in 2012. Accounting Policies Investing Activities CMT Group also strives to derive the maximum value out The financial statements have been prepared in accordance of its assets which was demonstrated in the divestment with the Statement of Recommended Accounting Practice of Hougang Plaza in June 2012. With the divestment, (RAP) 7 “Reporting Framework for Unit Trusts” issued by it provides CMT with greater financial flexibility. As at the Institute of Certified Public Accountants of Singapore, 31 December 2012, there are 15 properties under CMT and the applicable requirements of the CIS Code issued Group’s portfolio. CMT Group will constantly look out for by the MAS and the provisions of the Trust Deed. new acquisition opportunities.

Financing Activities CMT Group continued to adopt a rigorous and focused approach to monitor the cash position and level of borrowings with the view of strengthening its capital structure and competitive position.

36 Realising Potential, Building A Decade of Excellence Unit Price Performance

A flight-to-safety theme reigned in the stock markets in (STI) which increased by 19.7% year-on-year. This led to 2012, as a subdued global economic outlook kept investors a compression in CMT’s trading yield, as seen for many from taking overweight positions in the other riskier asset other Singapore-listed real estate investment trusts (REITs). classes, amidst a low interest rate environment. The FTSE ST REIT Index ended the year 36.7% higher.

During the year, CMT’s unit price saw a steady increase In November 2012, CMT issued 125.0 million new units although the uptrend was disrupted in May and June as through a private placement which brought its total global stock markets tumbled. The sell-down in the markets number of units in issue to approximately 3.4 billion. As at were largely due to fears over Europe’s sovereign debt crisis 31 December 2012, CMT’s market capitalisation and a slowing United States’ economy. Nonetheless, CMT’s registered S$7.4 billion – the highest among REITs in unit price closed higher by 25.3% at S$2.13 on 31 December Singapore. The stock’s trading volume in 2012 2012, compared to S$1.70 at the beginning of the year, as reached approximately 1.9 billion units, translating to an investors flocked to defensive and higher-yielding stocks. average daily trading volume of approximately CMT’s unit price also outperformed the Straits Times Index 7.5 million units.

Trading Data by Year

2004 2005 2006 2007 2008 2009 2010 2011 2012 Unit Price (S$) Highest 1.76 2.66 2.93 4.32 3.75 1.87 2.15 2.00 2.20 Lowest 1.36 1.73 2.01 2.76 1.38 0.98 1.67 1.64 1.71 Average Closing 1.58 2.25 2.40 3.64 2.78 1.50 1.91 1.85 1.91 Last Done at 1.76 2.24 2.91 3.46 1.59 1.80 1.95 1.70 2.13 Year-end Trading Volume 307.5 353.7 549.6 1,111.6 1,380.6 2,554.8 1,435.3 1,672.9 1,872.3 (million units) Average Daily 1.2 1.4 2.2 4.5 5.5 10.2 5.7 6.7 7.5 Trading Volume (million units) Net Asset Value 1.31 1.64 1.87 2.21 2.41 1.54 1.53 1.56 1.64 Per Unit1 (S$)

1 Excludes outstanding distributable income as at end of each period.

CMT Monthly Trading Performance

300.0 2.20

2.00 250.0 1.80

200.0 1.60

1.40 150.0 1.20

100.0 1.00 U nit P rice (S$) 0.80 50.0 Trading Volume (million units) Volume Trading 0.60

0.0 0.40 Jan Feb Mar Apr May Jun Jul aug Sep Oct Nov Dec 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012

Trading Volume Highest and Lowest Unit Prices

CapitaMall Trust | Report to unitholders 2012 37 Unit Price Performance

Comparative Price Trends

CMT Straits Times Index FTSE ST FTSE ST Real Estate Real Estate (RE) Index Investment Trust Index Closing Unit Percentage Closing Percentage Closing Percentage Closing Percentage Price (S$) Change % Index Value Change % Index Value Change % Index Value Change % Dec 2011 1.70 100.0 2,646.35 100.0 530.90 100.0 573.68 100.0 Jan 2012 1.71 100.6 2,906.69 109.8 581.22 109.5 592.65 103.3 Feb 2012 1.80 105.9 2,994.06 113.1 632.86 119.2 625.15 109.0 Mar 2012 1.81 106.2 3,010.46 113.8 646.93 121.9 630.51 109.9 Apr 2012 1.80 105.9 2,978.57 112.6 639.30 120.4 651.44 113.6 May 2012 1.82 106.8 2,772.54 104.8 611.11 115.1 640.19 111.6 Jun 2012 1.91 112.4 2,878.45 108.8 644.19 121.3 668.77 116.6 Jul 2012 1.96 115.3 3,036.40 114.7 680.50 128.2 706.39 123.1 Aug 2012 1.98 116.5 3,025.46 114.3 693.12 130.6 725.13 126.4 Sep 2012 2.02 118.8 3,060.34 115.6 713.41 134.4 748.08 130.4 Oct 2012 2.11 124.1 3,038.37 114.8 728.86 137.3 764.77 133.3 Nov 2012 2.07 121.8 3,069.95 116.0 750.91 141.4 766.34 133.6 Dec 2012 2.13 125.3 3,167.08 119.7 783.58 147.6 784.04 136.7

Comparative Price Trends (Rebased to 100.0)

150.0

140.0

130.0

120.0

110.0

100.0

90.0

Dec Jan Feb Mar Apr May Jun Jul aug Sep Oct Nov Dec 2011 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012

CMT STI FTSE ST RE Index FTSE ST REIT Index

Source: Bloomberg.

38 Realising Potential, Building A Decade of Excellence Changes in CMT’s Unit Price and Index Values Constituent of Key Indices (From 31 December 2011 to 31 December 2012) FTSE4Good Global Index % FTSE/ASEAN Index CMT 25.3 FTSE EPRA1/NAREIT2 Global Real Estate Index STI 19.7 FTSE All-World Index FTSE ST RE Index 47.6 FTSE Straits Times (ST) Index FTSE ST REIT Index 36.7 FTSE ST All Share Index FTSE ST Financials Index FTSE ST Real Estate Index FTSE ST REIT Index CMT’s Total Returns1 GPR3 General Index % GPR3 General ex-US Index GPR3 General Far East Index Since listing on 17 July 20022 to 31 December 2012 218.5 GPR3 General Far East ex-Japan Index From 31 December 2011 to 31 December 2012 30.8 GPR3 General Singapore Index GPR3 General Quoted Index 1 Sum of distribution yield and capital appreciation, taking into account the effects of the underwritten GPR3 General Quoted ex-US Index renounceable 9-for-10 rights issue in 2009. 3 2 Based on issue price of S$0.96 per unit. GPR General Quoted Far East Index GPR3 General Quoted Far East ex-Japan Index

GPR3 General Quoted Singapore Index Comparative Yields (%) GPR3 250 Index (as at 31 December 2012) GPR3 250 ex-US Index GPR3 250 Asia Index 4.4 1.3 0.3 2.5 0.3 2.9 3.4 GPR3 250 Asia ex-Japan Index GPR3 250 Asia Pacific Index GPR3 250 Asia Pacific ex-Japan Index Yield spread: GPR3 250 South-Eastern Asia Index 310 basis points GPR3 250 Singapore Index GPR3 250 REIT Index GPR3 250 REIT ex-US Index GPR3 250 REIT Asia Index GPR3 250 REIT Asia ex-Japan Index GPR3 250 REIT Asia Pacific Index CMT 2012 10-year 5-year CPF 12-month STI FTSE ST RE GPR3 250 REIT Asia Pacific ex-Japan DPU Yield1 Govt Bond Govt Bond Ordinary Fixed (S$) 12-month 12-month Yield2 Yield2 Account Deposit Yield Yield Index GPR3 250 REIT South-Eastern Asia Sources: Bloomberg, Central Provident Fund (CPF) Board, Monetary Authority of Singapore. Index GPR3 250 REIT Singapore Index 1 Based on the annualised distribution per unit of 9.46 cents for the period 1 January 2012 to 31 December 2012 and unit closing price of S$2.13 on 31 December 2012. 2 Singapore Government 10-year and 5-year bond yields as at 31 December 2012. MSCI4 Singapore Standard MSCI4 World Standard Index

S&P5 BMI Global Index S&P5 Global Property Index S&P5 Global REIT Index

1 European Public Real Estate Association 2 national Association of Real Estate Investment Trusts 3 Global Property Research 4 Morgan Stanley Capital International 5 Standard & Poor’s

CapitaMall Trust | Report to unitholders 2012 39 40 Realising Potential, Building A Decade of Excellence passion for retail

15 Unique Shopping Malls

CapitaMall Trust | Report to unitholders 2012 41 Growth Strategies

Integrated Retail Real Estate Business Platform

Corporate Governance

Net Property Income Distributions Retail Real Fund Vehicle Investors estate Ownership Investment

Retail Real Estate Management Retail Real Estate Capital Management

Mall Design & Strategic Fund Property management Strategic development Asset planning & structuring & management & operational marketing management management investment management leasing

Integrated Retail Intrinsic Innovative Asset Real Estate Platform Organic Growth Enhancement Initiatives We are able to tap on CapitaMalls Active management of new leases Creative asset planning unlocks the Asia’s unique integrated retail real and lease renewals is important for potential value of CMT’s properties to estate platform, combining the best us to capture opportunities for organic further propel growth by enhancing of retail real estate management and growth. A major component of CMT’s the retail environment and improving capital management capabilities. organic growth has been achieved the attractiveness of the properties to Through this platform, we can call through: shoppers and retailers. Diverse ways upon a professional and experienced • Step-up rent to increase the yield and productivity team of operations, project and asset • Gross turnover rent, which makes of CMT’s retail space include: managers who work closely and up about 3.0% to 5.0% of CMT’s • Decantation whereby lower-yield seamlessly with each other to: gross revenue. This is a useful space are converted into higher- • Formulate medium- and long-term management tool which aligns yield space strategies and initiatives to deliver CMT’s interests with those of our • Reconfiguration of retail units to sustainable returns tenants. Most of the leases at optimise space efficiency • Enhance shopping experiences to CMT’s properties follow a rental • Maximising the use of common attract and increase shopper traffic structure which encompasses step- areas, such as bridge space, and • Review space usage to optimise up rent plus a small component converting mechanical and electrical space productivity and income of gross turnover rent or a larger areas into leasable space • Manage lease renewals and new component of gross turnover rent • Upgrading amenities, adding play leases diligently to minimise rental only, whichever is higher and rest areas, providing design voids • Non-rental income from car parks, advisory on shop front design and • Manage and monitor rental arrears atrium space, advertisement panel creating better shopper circulation to minimise bad debts space, casual leasing, vending to enhance the attractiveness of our • Manage projects to ensure timely machines and customer service malls. completion within budgets counters • Manage and monitor property • Improved rental rates for lease expenses to maximise net property renewals and new leases. income • Address all key operational issues to ensure alignment with the Manager’s strategies.

42 Realising Potential, Building A Decade of Excellence hoon Kong Wai, Singapore P hoon Kong Wai, P hoto Credit:

Singapore’s only Olympic-size ice rink at JCube

Inviting Instrumental Intensive Capital Experiences Investments & Risk Management To stay ahead of consumer trends, we The ability to identify value-adding We seek to optimise returns to constantly reinvent retail experiences acquisitions, investments and Unitholders while maintaining a with innovative shopping, dining and greenfield development projects strong capital base and credit rating leisure combinations which help to to add to the portfolio and further to support CMT’s growth. maximise the sales of the tenants and enhance their value is central to CMT’s generate growth through improved long-term sustainable growth. Regular assessments of capital rental income. The increase in shopper management policies are undertaken traffic is generated through: Our investments must satisfy the to ensure that they are adaptable to • Alignment of tenancy mix with investment criteria of: changes in economic conditions and current market trends which ensures • potential for growth in yield, the risk characteristics of CMT. We a continuous good mix of attractive • rental sustainability and also monitor our exposures to various and popular retail outlets in CMT’s • potential for value creation. risk elements by closely adhering to properties well-established management policies • New retail concepts which generate CMT’s 16.38% interest in CapitaRetail and procedures. fresh excitement and positive sales China Trust (CRCT) provides some • Enhancing shoppers’ experiences exposure to the tremendous growth As part of our proactive capital with a more pleasant, comfortable in the China retail real estate market management, we are currently and exciting environment by without significantly changing the diversifying our sources of funding improving connectivity between asset profile of CMT. and reducing the lumpiness of debts floors, installing electronic car park maturing in any one year. guidance system and media walls, In May 2011, CMT took a 30.00% upgrading restroom facilities, baby stake in a joint venture to develop nursing rooms, family room, children a prime site at Jurong Gateway, playgrounds, designated water play marking its first foray into greenfield area with interactive features for developments. The new retail-cum- children and alfresco dining areas office development, to be called • Innovative marketing and promotional Westgate, will offer CMT a new avenue events to draw in the crowds of growth. • Attractive shop fronts and visual merchandising design ideas.

CapitaMall Trust | Report to unitholders 2012 43 Independent Retail Market Overview

Economic Growth Retail price inflation measures the price increase of retail Singapore recorded strong economic growth from 2000, goods and services. Historically retail price inflation in with an average annual real gross domestic product (GDP) Singapore has trended marginally below consumer price growth rate of 5.3% over 2001-2012. This growth was inflation, averaging 1.2% per annum over 2001-2011. Initial achieved despite the effects of the global financial crisis estimates of retail price inflation for 2012 are 1.7% with (GFC), which caused growth to decrease to 1.7% in 2008 lower price growth for non-food goods partially offsetting and -1.0% in 2009. rises in food prices. Over 2013-2016, retail price inflation is expected to average approximately 1.3% per annum. The Singapore economy is highly integrated, translating to growth being sensitive to fluctuations in the global Population economy, as evidenced by the significantly decreased In June 2012, Singapore Department of Statistics estimated growth rates recorded in 2008 and 2009. It also means the total population of Singapore to be approximately 5.3 that the Singapore economy is one of the first to recover million. This total population figure for 2012 consists of 3.8 from a downturn, exemplified by GDP growth increasing million Singapore ‘residents’ (either citizens or permanent rapidly in 2010 to 14.8%. Economic activity moderated to residents) and 1.5 million ‘non-residents’. ‘Non-residents’ normal historical levels in 2011. primarily consist of expatriate workers on long-term working visas. This segment of the population includes both skilled Growth in 2012 is estimated to have been 1.3%, a significant professionals and unskilled workers. decline from 5.2% in 2011, largely due to soft global economic conditions. Growth is forecast by the Economic For 2013-2016, we expect the total Singapore population will Intelligence Unit (EIU) to rebound in the next few years, grow at an average rate of 1.8% per annum, reaching around reaching 2.9% in 2013 and 5.6% in 2016. This translates 5.7 million in 2016. The growth in ‘resident’ population to an average annual growth rate of 4.8% for the 2013- is expected to average approximately 1.3% per annum 2016 period. over the forecast period, a relatively low growth rate corresponding to Singapore’s low birth rate. Growth for The aforementioned forecasts assume a moderate global the ‘non-resident’ population is forecast to be higher than economic recovery over the forecast period. However, as for the ‘resident’ population, averaging around 3.0% per earlier noted, the Singapore economy is highly integrated annum. It is recognised that this growth rate is lower than and accordingly there is always downside risk associated historical trends, and this is reflective of a moderated with the absence of a global recovery or another downturn. economic growth outlook for Singapore relative to the Equally, a better than expected global recovery could see previous decade, which will allow the Government to tighten Singapore outperforming forecasts. immigration policies without impeding economic growth. Inflation Consumer price inflation in Singapore has been relatively Tourism low, averaging 2.2% per annum since 2001 and generally Tourism has grown very strongly in Singapore post-2009 within the Government’s target range of 1.0%-3.0%. 2011 with average growth of 16.6% per annum over 2009-2011. and 2012 recorded inflation above historical trend levels, Tourism again grew strongly in 2012, with total international with consumer price inflation recorded at 5.2% in 2011 and visitor arrivals estimated at 14.7 million, 11.4% higher estimated at 4.5% for 2012. Recent uncharacteristically than the number recorded in 2011. The strong growth high growth in consumer prices has been largely the result in international visitor arrivals has been fuelled by the of rising housing, food, and transport costs. completion of a number of tourist-oriented developments, such as Marina Bay Sands and Resorts World Sentosa, as The EIU expects consumer price inflation to moderate over well as the growth in popularity of internationally renowned 2013 and 2014, at 3.7% and 2.9% respectively. Thereafter, events, examples of which are the Singapore Grand Prix consumer price inflation is forecast to stabilise around and Singapore Arts Festival. 2.4%, corresponding to an average annual inflation rate of 2.8% over the 2013-2016 forecast period. We estimate tourists’ retail spending in Singapore for 2012 at S$7.4 billion, accounting for around 17.6% of total retail sales. This high proportion by international standards emphasises the importance of tourism to the overall retail market in Singapore.

44 Realising Potential, Building A Decade of Excellence International visitor arrivals are expected to continue Retail Supply growing over 2013-2016, but at a slower average rate of We estimate the total retail net lettable area (NLA) in 5.5% per annum, as compared with the average growth Singapore was 56.7 million sq ft as at 31 December 2012. of 6.3% per annum from 2001-2012. This will translate to Approximately 24.9 million sq ft (equivalent to 44.0%) is tourists’ spending accounting for an increasing proportion estimated to be shopping centre floor space. of the total retail sales over time, reaching 19.0% in 2016. Over the course of 2012, approximately 1.1 million sq ft of Retail Sales retail floor space came onstream, of which around 724,000 Retail sales growth in Singapore has historically been quite sq ft was shopping centre floor space. This comprised a strong apart from significant downturns corresponding 3.0% increase in shopping centre floor space, with the to 9/11 terrorist attacks, SARS and the GFC in 2001, most significant projects being JCube in Jurong East, The 2003 and 2008-09 respectively. Despite these downturns, Star Vista in Buona Vista, and 100 AM in Tanjong Pagar. nominal sales growth over 2001-2011 still averaged 3.9% For 2013-2016, we expect an average annual growth rate per annum. The retail market bounced back strongly post- of 4.3% in shopping centre floor space. 2009 (after the GFC), recording a sales growth of 6.8% in 2010. In 2011, nominal retail sales continued the post-GFC 2013 and 2014 are forecast to be years of particularly high recovery, recording a growth of 7.1%. Estimates for 2012 growth in shopping centre floor space, at 2.6% and 4.3% indicate a slight moderation, with retail sales expected to respectively. In 2013, a number of significant projects are grow at 4.9% in the wake of subdued domestic economic scheduled for completion, including Jem located in Jurong growth and soft global economic conditions. East, and CapitaMalls Asia Limited (CMA)/CapitaLand Limited’s Bedok Mall, which is part of a retail-cum- In the absence of any major economic shocks, retail sales residential development. growth is expected to grow at a healthy rate over the forecast period, averaging 5.0% per annum over 2013-2016. Significant projects set for completion in 2014 include CapitaLand’s Westgate in Jurong East, and the Singapore Sports Hub Consortium’s Sports Hub in Kallang. The most significant development on Orchard Road in 2014 will be the redevelopment of Hotel Phoenix.

Singapore Retail Floor Space Supply1 (million sq ft) Forecast

43.8 45.2 47.4 48.2 49.8 52.3 54.6 55.6 56.7 58.1 60.6 61.8 62.4

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Shopping Centre Others2 1 As at end of each year. 2 ‘Others’ refer to other forms of retail space such as Housing Development Board’s shop space.

Source: Urbis.

CapitaMall Trust | Report to unitholders 2012 45 Independent Retail Market Overview

Total Retail Floor Space Per Capita (sq ft)

Singapore (2015) 11.0

Singapore (2012) 10.7

Hong Kong (2012) 11.3

China (2012) 12.9

South Korea (2010) 14.4

Japan (2009) 16.6

Australia (2012) 23.7

USA (2010) 50.5

Source: Urbis.

Retail Floor Space Per Capita Share of Major Shopping Centre Floor Space Retail floor space per capita in Singapore is estimated to be by Owner1, 2012 approximately 10.7 sq ft in 2012 and is expected to grow marginally to 11.0 sq ft by 2015. This provision is relatively Others (43.7%) low compared with other developed Asian economies such 2 as China (12.9 sq ft), South Korea (14.4 sq ft) and Japan CapitaMalls Asia (2.2%) (16.6 sq ft). However, the proportion of shopping centre Allgreen (2.3%) floor space (44.0%) in Singapore is relatively high. City Developments Ltd (2.7%) Mall Ownership Singapore Press Holdings (2.7%) At present, CMT remains by far the largest shopping Las Vegas Sands (2.7%) centre owner in Singapore, constituting a 17.3% share of Marina Centre Holdings (3.1%) floor space in shopping centres over 100,000 sq ft NLA. A significant gap exists between CMT and its nearest Far East Organisation (3.7%) competitors in terms of market share, Pramerica (6.8%) and Lend Lease (4.0%) Frasers Centrepoint (6.5%) being the closest competitors. Suntec REIT (4.3%) As a result of their scale of operations in Singapore, CMT has a competitive advantage in achieving economies of Mapletree (5.5%) scale in terms of centre management, marketing and leasing. Frasers Centrepoint (6.5%)

Retail Property Performance Pramerica (6.8%) Over the first three quarters of 2012, prime rents in both CapitaMall Trust (17.3%) the Orchard Road and Suburban sub-markets remained steady relative to the rates achieved in 4Q 2011. The lack 1 Malls greater than 100,000 sq ft NLA as at end-2012. Share of floor space takes into account ownership stake. of rental growth in Orchard Road reflects the absorption 2 CMA’s share only accounts for malls directly owned by CMA of a significant amount of the retail floor space that came and does not include those owned through CMT. onstream in 2009 and 2010, as well as soft economic Source: Urbis. conditions curtailing retail sales growth.

CBRE reported that average prime rents on Orchard Road remained approximately S$31.60 per sq ft per month over the first three quarters of 2012, the same as reported in 4Q 2011. However, it still represents growth of 1.7% relative to average rents in the first three quarters of 2011. Prime rents in the Suburban sub-market averaged S$29.75 per sq ft per month over the first three quarters of 2012, representing growth of 3.5% relative to average rents in the first three quarters in 2011.

46 Realising Potential, Building A Decade of Excellence Singapore Prime Retail Rents by Sub-market (S$ per sq ft per month)

1Q-04 1Q-05 1Q-06 1Q-07 1Q-08 1Q-09 1Q-10 1Q-11 1Q-12

Orchard Road Suburban Source: CBRE

Retail Rental & Occupancy Outlook Furthermore, it is our understanding that a number of the In the coming years, it is expected that rental growth in forthcoming shopping centre developments in the Suburban the Orchard and Suburban sub-markets will be supported sub-market have had strong interest and take-up from by a moderated supply pipeline and growth in retail sales. retailers, so this influx is not expected to adversely affect rental or occupancy rate levels. Rental data in 2012 indicates that the Orchard Road sub- market has emerged from the bottom of the decline in rents Average occupancy rates are expected to increase in line attributable to the significant increase in retail floor space with rents in both sub-markets. In the Orchard Road sub- supply in 2009 and 2010. Over the next few years, it is market, occupancy rate is forecast to increase from 92.2% expected that moderate retail sales growth and a limited in 2012 to 96.5% by 2015. Average occupancy rates in the schedule of forthcoming supply will lead to rental growth Suburban sub-market are expected to grow only slightly of around 3.0% per annum, up from 2.6% in 2012. from 95.3% in 2012, stabilising marginally below those on Orchard Road, at around 95.5%. Rental growth in the Suburban sub-market is forecast at a similar rate around 3.0% per annum from 2013-2015, as the increased supply in this market is set to be balanced by the fact that the new centres are going into growth areas which should have capacity to support the new supply.

Rental Growth Outlook (%)

Suburban Orchard Road 3.0 3.0 3.0 3.0 3.0 3.0

2013 2014 2015 2013 2014 2015 Sources: CBRE, Urbis.

CapitaMall Trust | Report to unitholders 2012 47 Independent Retail Market Overview

Occupancy Rate Outlook (%) Suburban Orchard Road

95.5 95.5 95.5 95.5 96.0 96.5

2013 2014 2015 2013 2014 2015

Sources: Urban Redevelopment Authority, Urbis.

Conclusions The outlook for the Singapore retail sector is relatively As always, the uncertain global economic outlook poses positive, with resilient domestic demand set to support a downside risk to the Singapore economy, and as such retail sales growth moving forward in spite of projected soft actual outcomes may deviate downward from the above global economic conditions. The forecast continuation of forecasts subject to global economic shocks. Despite strong growth in the number of international visitor arrivals these risks, well maintained and managed assets, which is expected to further support retail sales moving forward are suitably positioned relative to their customer base, are via increasing tourist spending. expected to continue to outperform the market.

Retail development in Singapore remains active, with the market set for significant additions to the supply of shopping centre floor space in 2013 and 2014, particularly in the Suburban sub-market. As previously noted, this increase in supply is not expected to put material downward pressure on rents or occupancy rates due to the fact that the new centres are going into growth areas and evidence of strong take-up from retailers.

After a couple of weaker years, strong rental growth is Jack Backen returning to the market. While rental growth over the next Director few years is not expected to reach pre-GFC highs, solid Urbis growth of around 3.0% per annum should be achievable www.urbis.com.au in both the Orchard Road and Suburban sub-markets. 25 February 2013

DISCLAIMER This report is dated 25 February 2013 and incorporates information and events up to that date only and excludes any information arising, or event occurring, after that date which may affect the validity of Urbis Pty Ltd’s (Urbis) opinion in this report. Urbis prepared this report on the instructions, and for the benefit only, of CMT (Instructing Party) for the purpose of providing background market information to CMT (Purpose) and not for any other purpose or use. Urbis expressly disclaims any liability to the Instructing Party who relies or purports to rely on this report for any purpose other than the Purpose and to any party other than the Instructing Party who relies or purports to rely on this report for any purpose whatsoever (including the Purpose). In preparing this report, Urbis was required to make judgements which may be affected by unforeseen future events including wars, civil unrest, economic disruption, financial market disruption, business cycles, industrial disputes, labour difficulties, political action and changes of government or law, the likelihood and effects of which are not capable of precise assessment. All surveys, forecasts, projections and recommendations contained in or made in relation to or associated with this report are made in good faith and on the basis of information supplied to Urbis at the date of this report. Achievement of the projections set out in this report will depend, among other things, on the actions of others over which Urbis has no control. Urbis has made all reasonable inquiries that it believes is necessary in preparing this report but it cannot be certain that all information material to the preparation of this report has been provided to it as there may be information that is not publicly available at the time of its inquiry. In preparing this report, Urbis may rely on or refer to documents in a language other than English which Urbis will procure the translation of into English. Urbis is not responsible for the accuracy or completeness of such translations and to the extent that the inaccurate or incomplete translation of any document results in any statement or opinion made in this report being inaccurate or incomplete, Urbis expressly disclaims any liability for that inaccuracy or incompleteness. This report has been prepared with due care and diligence by Urbis and the statements and opinions given by Urbis in this report are given in good faith and in the belief on reasonable grounds that such statements and opinions are correct and not misleading bearing in mind the necessary limitations noted in the previous paragraphs. Further, no responsibility is accepted by Urbis or any of its officers or employees for any errors, including errors in data which is either supplied by the Instructing Party, supplied by a third party to Urbis, or which Urbis is required to estimate, or omissions howsoever arising in the preparation of this report, provided that this will not absolve Urbis from liability arising from an opinion expressed recklessly or in bad faith.

48 Realising Potential, Building A Decade of Excellence Singapore REIT Sector

Compression in S-REITs’ Distribution Yields S-REITs’ average term to expiry for debt improved from 2.7 Singapore real estate investment trusts (S-REITs) found years since 2008-09 to about 3.3 years as at 30 September favour with investors in 2012 as persistent negative real 2012, according to Maybank Kim Eng Research. Total interest rates drove many of them to seek comfort in stable, S-REITs’ borrowings registered approximately S$24.0 higher-yielding assets. As S-REITs’ unit prices rallied during billion as at end-September 2012 while the average gearing the year, their distribution yields have compressed since the level for the sector remained healthy at 34.8%, compared start of the year. The FTSE ST REIT Index which measures to 40.7% at the height of the global financial crisis in the performance of S-REITs rose by 36.7% compared to 2008-2009. the beginning of the year, outperforming the Straits Times Index by 17.0 percentage points. To enhance the tax regime for S-REITs, the government announced in Singapore Budget 2012 that a REIT that Two S-REITs (stapled with business trusts) made their makes distributions to unitholders in the form of units debut in 2012, bringing the number of S-REITs to 25 with a can continue to enjoy tax transparency, provided certain total market capitalisation of approximately S$58.5 billion conditions are met. This made it more attractive for some as at end-2012. The average distribution yield of S-REITs S-REITs to implement distribution reinvestment plans compressed to 5.6% as at 31 December 2012 from 7.6% (DRPs) as a tool to conserve some capital. Amendments as at 30 December 2011. This was approximately 425 to the Singapore Exchange Securities Trading Limited’s basis points above the Singapore Government 10-year Listing Manual also made DRPs easier to implement, by bond yield of 1.3% as at 31 December 2012. Compared to doing away with the need for specific unitholders’ approval. other Asian REITs, S-REITs’ yield spread was the highest. According to media reports in 2012, new REIT guidelines are Asian REITs’ Yield Spreads (%) being studied by regulators to improve the market value and corporate governance of REITs. This ignited considerable 5.8 debate on the merits of an externally-managed REIT model Malaysia 3.5 versus the internally-managed model which is commonly seen in the United States and Australian REIT markets. 5.6 Currently, all S-REITs are externally managed. Another idea Singapore 1.3 being explored is the introduction of tighter guidelines for the acquisition of properties by REITs that would preclude 4.9 them from doing a deal unless it is immediately accretive Japan 0.8 to their yield and net asset value. 4.8 Hong Kong 0.9 Looking Forward Interest in the S-REIT sector may remain firm in 2013, 3.1 given the uncertainties in terms of economic outlook. Taiwan 1.1 Many investors continue to look for stability and defensive earnings, against the background of a strong Singapore Weighted Average Government dollar, low interest rate environment, and high liquidity Distribution Yield 10-Year Bond Yield as global central banks continue to pump money into economies. However, to combat inflationary pressures which are expected to remain high in 2013, some investors Country Yield Spread (bps) are increasingly focused on growth, with acquisitions likely Singapore 425 to be a key theme. Japan 411 Hong Kong 388 Two S-REITs conducted equity private placements in Malaysia 227 January 2013 and some market watchers believe that more highly-leveraged S-REITs could follow suit, especially if Taiwan 197 their price-to-book value ratio goes beyond one.

Source: Bloomberg, 31 December 2012. In 2013, there may also be closer scrutiny of the corporate In 2012, many S-REITs took advantage of the buoyant debt governance framework of S-REITs, particularly with respect capital market to lock in long-term (more than five years) to checks and balances such as board independence debt at attractive rates. While commercial mortgage backed and composition, given the revised Code of Corporate securities as a source of funding is getting minimised, a Governance which the Monetary Authority of Singapore substantial amount of the debt raised by S-REITs during issued in May 2012. the year has been through medium term notes.

CapitaMall Trust | Report to unitholders 2012 49 Marketing & Promotions

Portfolio-wide Activities their friends want for Christmas. The application featured In 2012, our strategic marketing initiatives remain focused 40 exclusive mobile coupons and more than 500 gift ideas on implementing rewarding and refreshing activities to from over 90 participating retailers across CMT’s malls. further enhance shopping convenience and deliver endless shopping delights. To actively engage with online communities, Bugis+, Clarke Quay, Funan DigitaLife Mall and JCube launched their official Our three loyalty programmes, CapitaCard, CapitaVoucher presence on Facebook. Shoppers are now kept abreast and CAPITASTAR, present shoppers with a multi-store, of the latest event happenings and tenants’ promotions. multi-mall integrated rewards platform to meet the ever- changing needs of savvy consumers. CapitaCard’s Mall-centred Activities membership base has seen a significant growth to over Besides implementing our portfolio-wide marketing 230,000 cardmembers as at 31 December 2012. This co- activities, each CMT mall also made efforts to strengthen brand card programme continues to retain and encourage its unique positioning and brand identity by creating repeat shoppers’ spending at CMT’s malls. Card spending memorable shopping experiences for consumers through for the programme saw an 18.0% year-on-year increase their activities in 2012. to approximately S$245.0 million in 2012. This programme not only provides cardmembers with instant cash rebates, but also offers a host of exclusive treats, privileges and Bugis Junction benefits in CMT’s malls such as complimentary parking, privileged parking as well as opportunities to earn Capita$ Fashion Obsession instant cash rebates at participating tenants’ stores. Bugis Junction hosted a five-day fashion parade with themes such as ‘Style at Work’, ‘The Glam Games’, and CAPITASTAR is a card-less rewards programme that ‘Obsessed with Black’. The event saw models strut down was launched in December 2011, to reward our loyal the runway decked out in street chic casual to black- shoppers across 14 of CMT’s malls. The programme tie wear from the latest Spring/Summer collections of allows shoppers to enjoy benefits on top of their existing participating tenants. In its second year running, Bugis rebates from CapitaCard, whereby they can earn STAR$ Junction’s signature Converse 3D Shoe Design Contest with receipts from participating malls. These STAR$ can in April 2012 challenged aspiring designers to create a be accumulated and redeemed for CapitaVouchers. backdrop to tell their creative story and design, and its CAPITASTAR’s membership base has grown significantly ‘I Can Do the Catwalk’ saw its youngest five-year-old to over 183,000 as at 31 December 2012. CAPITASTAR budding model participant. celebrated its first anniversary in December 2012 with loads of perks and exciting programmes. Members enjoyed Celebrity Appearances double STAR$ rewards when they made purchases during A popular hotbed for celebrity appearances, Bugis Junction the anniversary month. In conjunction with the festive continued to showcase a pipeline of celebrities and celebrations, Santa Claus and his entourage of elves newcomers including Kai Ko from the movie ‘Apple of My roved around the malls during weekends in December Eyes’, British singer Pixie Lott and the popular Mandopop and gave away attractive gifts to members who spent at singer, Jay Chou. In addition, Korean boyband, BTOB, the malls. In addition, shoppers met their favourite radio made their debut public appearance, and Irish alternative deejays from Class 95FM and Y.E.S.93.3FM and had rock band The Script, held their first autograph session in fun with them through interactive games and activities. Singapore at the mall.

Another key loyalty programme is the CapitaVoucher which saw sales growing by approximately 19.0% year- on-year to S$33.5 million in 2012. CapitaVoucher is now Bugis+ widely accepted across 14 of CMT’s malls with over 2,000 participating outlets. Singapore Book of Records A new record for ‘The Most Number of People Drawing To constantly remain relevant to shoppers and engage Manga at One Place’ was set in the Singapore Book them at all touchpoints, we introduced CMA’s first of Records in August 2012 at Bugis+. Approximately interactive iPhone Christmas wishlist application on 220 manga-enthusiasts met and completed their works 30 November 2012. The application (beta version) enabled at the mall’s atrium over three hours. Over the same users to browse product catalogues and get inspiration J-Craze weekend, Japanese favourite manga singer, Shoku for gift ideas. They could also form their own wishlists of Nakagawa, also held her one-and-only autograph session in gifts they would like to receive and share the lists with their Singapore at the mall, and there were various performances friends. At the same time, users could also find out what by Japanese rock bands. Cosplayers roamed around the mall and posed for photographs with shoppers.

50 Realising Potential, Building A Decade of Excellence Singapore Street Festival on-year increase for the event period. Visitors wined and Bugis+ played host to a belly dancing competition, as dined to good times with live performances from popular part of the Singapore Street Festival, where judges from local band, Goodfellas and Australia’s band, Killer Queen. Korea and Japan flew in to find their champion for the The night culminated with colorful pyrotechnic displays and sport. In addition, local young talents held centre stage to a hot dance mix by deejay Shigeki from Japan. showcase their performing arts from singing to jamming at the mall’s atrium space. Funan DigitaLife Mall Celebrity Appearances It was a star-studded launch for Bugis+ with British Diablo® III Exclusive Launch boyband, The Wanted, holding their post-concert autograph Funan DigitaLife Mall was the exclusive Singapore launch session in September 2012. Aaron Yan from the Taiwanese venue of popular dark fantasy / horror-themed role-playing boyband, Fahrenheit, joined his co-star Lara to promote their game, Diablo® III in May 2012. Many avid gaming fans drama ‘Alice in Wonder City’, and the popular MediaCorp queued overnight to get their hands on the much awaited Channel 8’s SNAP television programme hosted their finale game and participated in a plethora of festivities, including with a red carpet event featuring several local television local Diablo® III cosplayers showcasing their exquisite artistes at Bugis+. costumes for the first time ever, hourly giveaways and lucky draws with much sought after licensed merchandise. Shopper traffic increased by about 93.9% on the day of Bukit Panjang Plaza the event, as compared to the same day in 2011.

Annyeong Seoul Halo 4 Exclusive Launch In the month of September 2012, Bukit Panjang Plaza hosted Halo 4, Microsoft’s biggest blockbuster video game title of a Korean festival. This event saw the celebration of all things 2012, was launched exclusively at Funan DigitaLife Mall in Korean, featuring an eclectic mix of food and beverage, November 2012. As many as 4,000 gamers started queuing cosmetics, apparel and K-Pop memorabilia. Programme up for their pre-ordered game sets as early as 30 hours highlights included Korean cooking demonstration by ahead of the official launch. The day’s festivities included celebrity chef, Nicky Kim, drum and fan dance cultural a ‘Halo 4 Ultimate Deathmatch’ tournament where fans performances, taekwondo demonstrations and a fashion competed in the confines of a caged arena to see who parade. Shoppers who spent S$100 in the mall received a could outlast everyone else, to emerge as Singapore’s floral designed chopstick set to bring home as a memento. first ever Halo 4 champion. Shopper traffic increased by about 21.5% on the day of event, as compared to the Halloween Madness same day in 2011. Into its fourth consecutive year, Halloween Madness is the mall’s signature family-friendly spooky event that has grown in popularity and scale. Shoppers were treated to IMM Building spine chilling activities including a monster flash mob, a scary family costume contest, creepy craft workshops, I’MM Rewarded & I’MM Free trick or treat and a witch hat decoration contest. There ‘I’MM Rewarded’ is IMM Building’s iconic yearly promotion, were also mall-wide lucky draws and crazy hourly deals where shoppers collect stamps upon spending and redeem offered by tenants. attractive premiums. In 2012, an additional rewards platform, ‘I’MM Free’, was introduced where shoppers could redeem premiums of their choice such as an iPad or OSIM uDivine Clarke Quay massage chair, with the required number of completed ‘I’MM Rewarded’ cards. The promotion was held for a New Year’s Eve Countdown Party period of five months from May to October 2012, with more To ring in 2013, Clarke Quay held its annual bash party with than 39,000 stamps redeemed and 400 prizes given out. the theme ‘Around the World’. Visitors were immersed in decorations of iconic cultures from Brazil, China, London Celebrity Appearances and Marrakesh. They were also entertained by Brazilian IMM Building hosted Korean artistes such as Alexander, dancers, drummers, stilt walkers in masquerades and Jay Park, Secret and BAP and also Taiwanese boy band, Chinese big head dolls. Hosted by local TV personality Chua Lollipop F, in February 2012, in conjunction with the release Enlai and Hot FM91.3 deejay, Cheryl Miles, the event was of their new music album, ‘Dance’. attended by over 140,000 visitors, registering a 7.5% year-

CapitaMall Trust | Report to unitholders 2012 51 Marketing & Promotions

Mid-Autumn Splendour JCube During the Mid Autumn festival, shoppers at Lot One Shoppers’ Mall indulged in a variety of traditional mooncakes Pick your Sides available for sale at its atrium. The mall also hosted glow- To mark its soft launch, JCube launched its ‘JFreeze’ in-the-dark activities for kids which included creative nail campaign which saw roving talents on skates pushing art, lantern workshops with tea receptions and archery. ice cream carts and giving out ice pops at Clementi, With every S$80 spent, shoppers received customised Jurong East and along Orchard Road. Shoppers got to magnetic bookmark clips and other shopping privileges. enjoy a stunning choreography of the ‘JCheer’ routine by cheerleaders, who gave out shopping vouchers to lucky shoppers in JCube. Shoppers who dressed to match with a group of six or more in a common theme on ‘Dressy Plaza Singapura Fridays’ won shopping vouchers as well. Celebrity Appearances and K-Pop The Rink also hosted a series of thematic disco nights on Plaza Singapura hosted key celebrity appearances in 2012. Fridays. Due to overwhelming response from ice-skaters, Fans had a chance to meet two members of Asia’s top they have now become JCube’s signature weekly Friday boy band Super Junior, Choi Siwon and Lee Donghae, and and Saturday Disco Nights. Taiwanese actress Ivy Chen, who were in town to promote the Taiwanese drama series, ‘Skip-Beat’.

Finalists for the ‘tvN K-Pop Star Hunt S2’ also battled it out Junction 8 at a public performance at Plaza Singapura in September 2012, with a panel of star judges such as Irene Ang and 18th Anniversary Shopping Spree pioneering K-Pop super band, H.O.T.’s Tony An. Popular Junction 8 commemorated its 18th anniversary in March K-Pop girl band, 4Minute, also made an appearance before 2012 with a new facelift and sent off 16 lucky teams of the pre-audition roadshows to perform and give advice to shoppers on a fully paid S$1,800 shopping spree, amongst aspiring K-Pop star hopefuls. a host of other celebrations. The first 18 shoppers with birthdays falling between 8 and 25 March received a Science In The Mall - X-Ploring Dinosaurs complimentary birthday cake voucher from one of Junction Back by popular demand, Plaza Singapura partnered with 8’s tenants, The Icing Room. Science Centre and A*STAR to bring back the dinosaurs to the mall. Besides interacting with the animatronics Movie Marathon dinosaurs, kids participated in hands-on workshops such Junction 8 organised an outdoor movie marathon at its as dinosaur model-making, fossil casting and live science open plaza in April 2012. Shoppers were treated to popular demonstrations by Science Educators. movie screenings, popcorn, goodie bags and an instant lucky dip. Shopper traffic increased by about 7.0% year- A Smarter Wave of Lifestyle on-year during the event period. In conjunction with its new wave-inspired facade design and new retail podium at The Atrium@Orchard, Plaza Singapura hosted a slew of exciting activities such as Lot One Shoppers’ Mall ‘FashWave!’ which saw roving in-mall models decked out in the latest collections from tenants such as Baby Phat, Celio*, Inside Out – A Celebration of Arts in Life Gap and T.M.Lewin. Fashion police roving on Segways Lot One Shoppers’ Mall brought arts to the masses in promoted new fashion tenants brands such as JRunway, June 2012 with ‘Inside Out - A Celebration of Arts In Life’ NERO, Tally Weijl and Surf & Liquid. “GourmetWave!” in partnership with ACT 3 International. The highlight of showcased chefs from new food & beverage tenants such the programme was a street theatre performance where as 1 Market by Chef Wan, Swissbake, Canelè, Dôme Café, artists were engaged to perform a range of roving inventive, Bangkok Jam, dr. Cafe, Ambush and Hifumi, who put up amusing and comedic acts at a close-up level to shoppers. a drumming performance. Kids also had opportunities to engage in arts workshops. Shoppers were invited to express their creativity in a special visual arts installation at the roof garden. Shopper traffic increased by about 12.0% at Lot One Shoppers’ Mall during the five-day event, as compared to the same period in 2011.

52 Realising Potential, Building A Decade of Excellence A Very Smurfy Christmas Festival Raffles City Singapore Sembawang Shopping Centre hosted a Smurfs exclusive live performance for the very first time in Singapore. Shoppers Spring Illusion In The City were treated to their favourite Smurfs characters’ musical Raffles City Singapore kicked off its Spring / Summer 2012 show cum meet-and-greet sessions. An exclusive limited collection in April and May 2012 with a futuristic touch. edition of Smurfs umbrellas were given away as part of Shoppers tried out the season’s best styles and colours the mall’s redemption promotions. from fashion power houses such as Shanghai Tang, Kate Spade, Topshop, Raoul and Robinsons, all in the comfort of their very own ‘Virtual Dressing Rooms’, the first of its kind in Singapore. Complementing fashion illusions with reality, Tampines Mall Raffles City Singapore also presented a series of exciting Kyushu Fair runway shows, featuring their own unique interpretation For the third year running in April 2012, Kyushu Fair of Spring / Summer 2012 looks that exploded with mixed showcased a unique variety of Kyushu’s major agricultural bursts of strong colours. products such as Amaou strawberry pudding dorayaki, A City of Christmas Tales Menou – hakata ramen, Kikuya – fresh roll cake & pudding roll and Fukuoka’s narumiya spicy cod roe. Raffles City Singapore was proud to present, for the first time, the musical ‘Alice in a Winter Wonderland’ and Hokkaido Fair a repertoire of Christmas carols with jazzy tunes and Tampines Mall held its annual Hokkaido Fair for the seventh instrumental showmanship by popular artistes. Shoppers year running in July 2012, offering shoppers a wider variety enjoyed a host of exclusive shopping and dining deals, of Hokkaido delicacies such as Hakodate Meguro rice and enjoyed late night shopping till 11 pm. cakes, Hakodate shinori and premium organic herb tea ‘rin’. The event attracted a record-breaking number of 800,000 shoppers. Sembawang Shopping Centre Wedding Galore All Day Dining and Shopping Treats Tampines Mall organised its inaugural Wedding Fair for a To celebrate Sembawang Shopping Centre’s newly week in October 2012, which drew 92,000 shoppers in a refreshed tenant mix, shoppers enjoyed one-for-one deals, single day. The fair offered a wide selection of international spin-&-win treats of up to S$80,000 worth of shopping gowns and banquet offers and also featured a bridal vouchers and won iPads in lucky draws, over a period fashion show. of three months from February to April 2012. Shopper traffic increased by about 7.2% year-on-year during the promotion period.

A Smurfs performance at Sembawang Shopping Centre

CapitaMall Trust | Report to unitholders 2012 53 54 Realising Potential, Building A Decade of Excellence vision for the future

10 Years of Trailblazing the Industry

CapitaMall Trust | Report to unitholders 2012 55 Trust Structure

unitholders

Investment in CapitaMall Trust Distributions

Asset Represents Management Interests of Services Unitholders TRUSTEE MANAGER HSBC Institutional CapitaMall Trust Trust Services Management Limited Asset Trustee’s (Singapore) Limited Management Fees Fees

Ownership Net Property of Assets Income

Property Management Property Services Managers CMT PORTFOLIO CapitaLand Retail Management Property Pte Ltd Management Fees Tampines Mall CapitaLand (RCS) Junction 8 Property Management Funan DigitaLife Mall 1 Pte. Ltd. IMM Building Plaza Singapura Bugis Junction Sembawang Shopping Centre JCube Lot One Shoppers’ Mall Bukit Panjang Plaza Rivervale Mall The Atrium@Orchard Clarke Quay Bugis+ Raffles City Singapore (40.00% interest)

1 CapitaLand (RCS) Property Management Pte. Ltd. manages only Raffles City Singapore.

56 Realising Potential, Building A Decade of Excellence Organisation Structure

CAPITAMALL TRUST MANAGEMENT LIMITED (CMTML)

Board of Directors

Audit Committee

Chief Executive Officer

Head Head Assistant vice president Finance Asset Management Investor Relations

capitaland retail management pte ltd (Crmpl)

GENERAL MANAGER Retail Management

Centre Manager General Manager Group Services Tampines Mall Lot One Shoppers’ Mall Rivervale Mall Bukit Panjang Plaza

General Manager General Manager Marketing IMM Building Plaza Singapura Communications JCube The Atrium@Orchard

General Manager General Manager Leasing Funan DigitaLife Mall Bugis Junction Clarke Quay Bugis+

Engineering Management Centre Manager Design & Technical Committee Junction 8 Services Raffles City Singapore Sembawang Shopping Centre

General Manager Raffles City Singapore

CapitaMall Trust | Report to unitholders 2012 57 Board of Directors

Mr James Koh Cher Siang Chairman & Non-Executive Director

Mr Lim Ming Yan Deputy Chairman & Non-Executive Director

Mr Fong Kwok Jen Independent Non-Executive Director

Mr Gay Chee Cheong Independent Non-Executive Director

Mr Ho Chee Hwee Simon Non-Executive Director

Mr Lee Khai Fatt, Kyle Independent Non-Executive Director

Mr Richard R. Magnus Independent Non-Executive Director

Maj-Gen (NS) Ng Chee Khern Independent Non-Executive Director

Mr Tan Kian Chew Non-Executive Director

Mr Teoh Leong Kay, Danny Independent Non-Executive Director

Mr Tan Wee Yan, Wilson Chief Executive Officer & Executive Director

58 Realising Potential, Building A Decade of Excellence James Koh Cher Siang, 67 Chairman Non-Executive Director

Bachelor of Arts (Honours), Oxford University Principal commitments (other than directorships) Master of Arts in Philosophy, Political Science and Economics, Housing & Development Board (Chairman) Oxford University MechanoBiology Institute (Chairman) Master in Public Administration, Harvard University Presidential Council for Religious Harmony (Member) Singapore Island Country Club (Chairman) Date of first appointment as a director: 1 January 2009 Length of service as a director (as at 31 December 2012): Directorships in other listed companies held over the 4 years preceding three years Singapore Airlines Limited Board committee(s) served on UOL Group Limited Corporate Disclosure Committee (Chairman) Investment Committee (Chairman) Background and working experience Inland Revenue Authority of Singapore (Chief Executive Present directorships Officer from April 1997 to June 2005) Listed Companies Ministries of National Development, Community Development CapitaLand Limited and Education (Permanent Secretary) Pan PacificH otels Group Limited United Overseas Bank Limited Award(s) Meritorious Service Medal (2002) Others Public Administration Medal (Gold) (1983) CapitaLand Hope Foundation Thye Hua Kwan Moral Charities Limited

CapitaMall Trust | Report to unitholders 2012 59 Board of Directors

Lim Ming Yan, 50 Deputy Chairman Non-Executive Director

Bachelor of Science (Mechanical Engineering and Economics) Central China Real Estate Holdings Limited (First Class Honours), University of Birmingham Central China Real Estate Investments Limited CITIC CapitaLand (Beijing) Management Consulting Co., Ltd Date of first appointment as a director: 1 January 2013 Joy Ascend Holdings Limited LFIE Holding Limited (Co-Chairman) Raffles City China Fund Limited (Chairman) Board committee(s) served on Shanghai YiDian Holding (Group) Company Corporate Disclosure Committee (Member) The Ascott Limited (Chairman) Executive Committee (Chairman) Investment Committee (Member) Principal commitments (other than directorships) CapitaLand Limited (President & Group Chief Executive Present directorships Officer) Listed companies CTM Property Trust (Chairman, Steering Committee) Ascott Residence Trust Management Limited (manager of National University of Singapore – Institute of Real Estate Ascott Residence Trust) (Deputy Chairman) Studies (Member, Management Board) CapitaCommercial Trust Management Limited (manager of CapitaCommercial Trust) (Deputy Chairman) Directorships in other listed companies held over the CapitaLand Limited preceding three years CapitaMalls Asia Limited Lai Fung Holdings Limited CapitaRetail China Trust Management Limited (manager of CapitaRetail China Trust) (Deputy Chairman) Background and working experience Central China Real Estate Limited CapitaLand Limited (Chief Operating Officer from May 2011 to December 2012) Others The Ascott Limited (Chief Executive Officer from July 2009 Business China to February 2012) CapitaLand (China) Investment Co., Ltd. (Chairman) CapitaLand China Holdings Pte Ltd (Chief Executive Officer CapitaLand China Holdings Pte Ltd (Chairman) from July 2000 to 2009) CapitaLand Commercial Limited (Chairman) CapitaLand Financial Limited (Chairman) Award(s) CapitaLand Hope Foundation Singapore Business Awards 2006 Outstanding CEO CapitaLand Malaysia Pte. Ltd. (Chairman) (Overseas) CapitaLand Residential Singapore Pte Ltd (Chairman) Shanghai Municipal Government Magnolia Award (2003 CapitaValue Homes Limited (Chairman) and 2005) Central China Real Estate Group (China) Co., Ltd.

60 Realising Potential, Building A Decade of Excellence Fong Kwok Jen, 63 Independent Non-Executive Director

Bachelor of Laws (Honours), University of Singapore Principal commitments (other than directorships) Advocate and Solicitor Fong Law Corporation (Executive Director)

Date of first appointment as a director: 1 November 2012 Directorships in other listed companies held over the Length of service as a director (as at 31 December 2012): preceding three years 2 months CapitaCommercial Trust Management Limited (manager of CapitaCommercial Trust) Board committee(s) served on WBL Corporation Limited Audit Committee (Member) Background and working experience Present directorships Fong Partners (Partner from 1995 to June 2004) Singapore Exchange Securities Trading Limited (Chairman, Listed companies Xpress Group Limited Disciplinary Committee from 1994 to 2007) Securities Industry Council (Member from 1992 to 2003) The Law Society of Singapore (Council Member from Others Bright Vision Hospital 1990 to 1992) Fong Law Corporation Attorney-General’s Chambers (Deputy Senior State Counsel/ Spectrum Properties Pte Ltd Senior State Counsel from 1982 to 1989) Attorney-General’s Chambers (Deputy Public Prosecutor from 1972 to 1982)

Others Government Legal Officer’s Course under Colombo Plan Award, United Kingdom (1976/77) NITA (National Institute of Trial Advocates) Advocacy Programme at Harvard Law School (1986)

CapitaMall Trust | Report to unitholders 2012 61 Board of Directors

Gay Chee Cheong, 56 Independent Non-Executive Director

Bachelor of Science in Engineering (Honours), Royal Military Principal commitments (other than directorships) College of Science Lee Kong Chian School of Business, Singapore Management Bachelor of Science (Economics), University of London University (Member, Strategy Board and Member, Advisory Masters of Business Administration, National University Board) of Singapore National University of Singapore (Member, Entrepreneurship Committee) Temasek Polytechnic (Member, Board of Governors, Deputy Date of first appointment as director: 1 November 2012 Chairman, Investment Committee, Deputy Chairman, Length of service as a director (as at 31 December 2012): Administration Committee and Member, General Education 2 months Fund Management Committee)

Board committee(s) served on Directorships in other listed companies held over the Audit Committee (Member) preceding three years Nil Present directorships Listed companies Background and working experience Hyflux Ltd 2G Capital Pte Ltd (Deputy Chairman and Chief Executive Officer from 2001 to 2006) Others JIT Electronics Pte Ltd (Group Executive Director from Heliconia Capital Management Pte. Ltd. 1997 to 2000) Radcliffe Invertron Pte. Ltd. (Chairman) The UWCSEA Foundation Limited

62 Realising Potential, Building A Decade of Excellence Ho Chee Hwee Simon, 51 Non-Executive Director

Bachelor of Science (Estate Management) (Honours), Francolin Infrastructure Private Limited National University of Singapore Gain 888 Investments Pte. Ltd. Master of Science (Real Estate), National University of ION Orchard Link Pte. Ltd. Singapore Luxury Ace Sdn. Bhd. Milky Way Properties Berhad Date of first appointment as director: 25 November 2009 Nunlet Projects Private Limited Length of service as a director (as at 31 December 2012): Orchard Turn Developments Pte. Ltd. 3 years 1 month Orchard Turn Holding Pte. Ltd. Orchard Turn Residential Development Pte. Ltd. Orchard Turn Retail Investment Pte. Ltd. Board committee(s) served on Prestige Garden Constructions Private Limited Corporate Disclosure Committee (Member) Prestige Mangalore Retail Ventures Private Limited Executive Committee (Member) Prestige Mysore Retail Ventures Private Limited Investment Committee (Member) Prestige Whitefield Investment and DevelopersP rivate Limited Present directorships Prized Corridor Sdn. Bhd. Listed companies Pronto Investment One Pte. Ltd. CapitaMalls Malaysia REIT Management Sdn. Bhd. (manager Retail Galaxy Pte. Ltd. of CapitaMalls Malaysia Trust) Principal commitments (other than directorships) Others CapitaMalls Asia Limited (Deputy Chief Executive Officer) Capita Card Pte. Ltd. CapitaLand Retail (BJ) Investments Pte. Ltd. Directorships in other listed companies held over the CapitaLand Retail (MY) Pte. Ltd. preceding three years CapitaLand Retail Malaysia Sdn. Bhd. Nil CapitaLand Retail Management Kabushiki Kaisha CapitaLand Retail Management Pte Ltd Background and working experience CapitaLand Retail Prestige Mall Management Private Limited CapitaMall Trust Management Limited (Chief Executive CapitaLand Retail Project Management Pte. Limited Officer and Executive Director from November 2009 to CapitaLand Retail Property Management India Private July 2012) Limited CapitaMalls Asia Limited (Deputy Chief Executive Officer CapitaLand Retail Singapore Investments Pte. Ltd. from January 2009 to November 2009) CapitaMalls India Fund Management Pte. Ltd. CapitaMalls Asia Limited (Chief Operating Officer from CapitaRetail Gurney Sdn. Bhd. September 2004 to December 2008) CapitaRetail Singapore Limited Flicker Projects Private Limited

CapitaMall Trust | Report to unitholders 2012 63 Board of Directors

Lee Khai Fatt, Kyle, 60 Independent Non-Executive Director

Bachelor of Arts in Business Studies (Honours), Polytechnic Principal commitments (other than directorships) of the South Bank, Council for National Academic Awards Nil Master of Business Administration and Diploma in Management, Imperial College Directorships in other listed companies held over the Master of Science in International Management (Distinction), preceding three years The School of Oriental and African Studies, University of Nil London Fellow, Institute of Chartered Accountants in England Background and working experience and Wales and Institute of Certified Public Accountants PricewaterhouseCoopers LLP and Price Waterhouse of Singapore (Partner from June 1990 to June 2010)

Date of first appointment as director: 1 November 2012 Length of service as a director (as at 31 December 2012): 2 months

Board committee(s) served on Audit Committee (Chairman) Investment Committee (Member)

Present directorships Listed companies FEO Hospitality Asset Management Pte. Ltd. (manager of Far East Hospitality Real Estate Investment Trust) FEO Hospitality Trust Management Pte. Ltd. (trustee- manager of Far East Hospitality Business Trust) WBL Corporation Limited

Others Jurong International Holdings Pte. Ltd.

64 Realising Potential, Building A Decade of Excellence Richard R. Magnus, 68 Independent Non-Executive Director

Bachelor of Laws (Honours), National University of Singapore Principal commitments (other than directorships) Master of Laws, National University of Singapore Bioethics Advisory Committee (Chairman) Alumni, HBS and JF Kennedy School of Government Casino Regulatory Authority (Chairman) National Transplant Ethics Panel of Lay Persons (Member) Political Films Consultative Committee (Chairman) Date of first appointment as director: 3 May 2010 Public Service Commission (Member) Length of service as a director (as at 31 December 2012): Public Transport Council (Member) 2 years 8 months The Public Guardian Board (Chairman) UNESCO’S International Bioethics Committee (Member) Board committee(s) served on Investment Committee (Member) Directorships in other listed companies held over the preceding three years Present directorships Nil Listed companies Nil Background and working experience Singapore Legal Service Commission (Senior District Judge Others from 1998 to 2008) Changi Airport Group (Singapore) Pte. Ltd. Flutes Pte. Ltd. Award(s) Temasek Cares CLG Limited (Chairman) Meritorious Service Medal (2009) UCB Media Singapore Limited Public Administration Medal (Gold) (Bar) (2003) Public Administration Medal (Gold) (1994) Public Administration Medal (Silver) (1983)

CapitaMall Trust | Report to unitholders 2012 65 Board of Directors

Maj-Gen (NS) Ng Chee Khern, 46 Independent Non-Executive Director

Bachelor of Arts (Honours) in Philosophy, Politics & Principal commitments (other than directorships) Economics, University of Oxford Security and Intelligence Division, Ministry of Defence, Master of Arts, University of Oxford Singapore (Director) Master in Public Administration, Harvard University Directorships in other listed companies held over the Date of first appointment as director: 8 June 2012 preceding three years Length of service as a director (as at 31 December 2012): Nil 7 months Background and working experience Security and Intelligence Division, Ministry of Defence, Board committee(s) served on Singapore (Senior Deputy Director from January 2010 to Nil August 2010) Republic of Singapore Air Force, Ministry of Defence, Present directorships Singapore (Chief of Air Force from March 2006 to December Listed companies 2009) Nil Republic of Singapore Air Force, Ministry of Defence, Singapore (Chief of Staff from September 2005 to March Others 2006) Public Utilities Board Republic of Singapore Air Force, Ministry of Defence, Singapore (Director of Joint Operations and Plans Directorate and Joint Staff-MINDEF from March 2004 to September 2005) Republic of Singapore Air Force, Ministry of Defence, Singapore (Head of Joint Operations and Joint Staff- MINDEF from June 2003 to March 2004) Republic of Singapore Air Force, Ministry of Defence, Singapore (Head of Air Operations from March 2001 to June 2003)

Award(s) Public Administration Medal (Gold) (Military) (2005) The Legion of Merit (Degree of Commander) by the United States The Bintang Swa Bhuwana Paksa Utama by Indonesia The Knight Grand Cross (First Class) of the Most Noble Order of the Crown of Thailand Ordre National de la Légion d’honneur by the French Government

66 Realising Potential, Building A Decade of Excellence Tan Kian Chew, 59 Non-Executive Director

Bachelor of Science (Mechanical Engineering) (First Class Principal commitments (other than directorships) Honours), University of Aston NTUC Fairprice Co-operative Ltd (Group Chief Executive Advance Management Program, Harvard University Officer)

Date of first appointment as director: 3 May 2010 Directorships in other listed companies held over the Length of service as a director (as at 31 December 2012): preceding three years 2 years 8 months Nil

Background and working experience Board committee(s) served on NTUC Fairprice Co-operative Ltd (Chief Executive Officer Nil from October 1997 to June 2006) Prime Minister’s Office P( rincipal Private Secretary to Deputy Present directorships Prime Minister Ong Teng Cheong from 1988 to 1992) Listed companies Ministry of Trade and Industry (Deputy Director from 1983 ARA Trust Management (Suntec) Limited (manager of to 1988) Suntec Real Estate Investment Trust) Singapore Navy (Head of Operations from 1975 to 1983)

Others Award(s) Fairprice International (2010) Pte. Ltd. (Chairman) Public Administration Medal (Silver) (1991) New Front Investments Pte. Ltd. (Chairman) NTUC Fairprice Foundation Ltd. NTUC Foodfare Co-operative Ltd (Chairman) The Consumer Goods Forum, Paris

CapitaMall Trust | Report to unitholders 2012 67 Board of Directors

Teoh Leong Kay, Danny, 57 Independent Non-Executive Director

Polytechnic Diploma in Accountancy with Distinction, Newcastle Principal commitments (other than directorships) Upon Tyne Polytechnic Pro-Tem Singapore Accountancy Council (Member) Associate Member, Institute of Chartered Accountants in Singapore Olympic Foundation (Board Member) England and Wales Directorships in other listed companies held over the Date of first appointment as director: 1 November 2012 preceding three years Length of service as a director (as at 31 December 2012): Nil 2 months Background and working experience KPMG LLP, Singapore (Managing Partner from October 2005 Board committee(s) served on to September 2010) Nil KPMG LLP, Singapore and KPMG (Partner from October 1989 to September 2005) Present directorships Listed companies DBS Group Holdings Ltd Keppel Corporation Limited

Others Changi Airport Group (Singapore) Pte. Ltd. DBS Bank Ltd. Jakeley Investments Pte Ltd Jurong Town Corporation

68 Realising Potential, Building A Decade of Excellence Tan Wee Yan, Wilson, 55 Chief Executive Officer Executive Director

Bachelor of Arts (Economics), National University of Singapore Principal commitments (other than directorships) Infocomm Registry Governing Council, Singapore Computer Society (Chairman) Date of first appointment as a director: 1 July 2012 Republic Polytechnic (Member, Board of Governors and Length of service as a director (as at 31 December 2012): Member, Audit Committee) 6 months School of Digital Media and Infocomm Technology (DMIT), Singapore Polytechnic (Chairman, Advisory Committee) Board committee(s) served on Executive Committee (Member) Directorships in other listed companies held over the Investment Committee (Member) preceding three years Singapore Post Limited Present directorships Listed companies Background and working experience Nil CapitaMall Trust Management Limited (Deputy Chief Executive Officer from February 2012 to June 2012) Others Singapore Post Limited (Group CEO from October 2007 to Brilliance Residential (1) Pte. Ltd. April 2010) CapitaLand Retail Management Pte Ltd NEC Asia Pte. Ltd. (Managing Director from January 2007 to Council for Third Age September 2007) EZ-Link Pte Ltd (Chairman) Mercury Interactive (President of Japan & APAC from March ION Orchard Link Pte. Ltd. 2002 to March 2006) Orchard Turn Developments Pte. Ltd. Orchard Turn Holding Pte. Ltd. Orchard Turn Residential Development Pte. Ltd. Orchard Turn Retail Investment Pte. Ltd. Singapore River One Limited

CapitaMall Trust | Report to unitholders 2012 69 Trust Management Team (CMTML)

Tan Wee Yan, Wilson Jacqueline Lee Chief Executive Officer and Executive Director Vice President, Investment (effective from 1 July 2012) Jacqueline oversees the Investment team and is responsible Please refer to description under the section on ‘Board for acquisitions and divestments. She has nine years of Directors’. of experience in investment and corporate finance, including mergers and acquisitions in the real estate, Note: Former Chief Executive Officer, Ho Chee Hwee Simon has moved on to another position within CapitaMalls Asia Limited with effect from 1 July 2012. media and telecommunications sectors. Prior to joining CMTML, she worked in a public listed company handling mergers, acquisitions, divestments and business valuation. Finance Team Jacqueline started her career as an electrical engineer, Tan Lei Keng working on building and infrastructure projects. She holds Head, Finance a Master of Business Administration from the University Lei Keng is responsible for the sourcing and management of Sydney, Australia; a Master of Arts and a Bachelor of of funds for CMT. She also provides support in areas of Arts (Honours) in Engineering Science from the University treasury, accounting, compliance and all finance-related of Oxford, United Kingdom. matters in line with CMT’s investment strategy and its mall portfolio management with a focus on driving revenue Investment & Asset Management Team Members and delivering investment returns for CMT. Prior to joining Looi Keng Vice President CMTML, Lei Keng had extensive regional experience Ellina Chia Vice President in finance with locally-listed as well as American listed Sherin Low Vice President companies. She holds a Master of Business Administration Lee Seang Looi Assistant Vice President from the University of South Florida and a Bachelor of Adrian Tan Senior Manager Accountancy from the University of Singapore. Sarah Seet Senior Manager Lim Chai Hoon Senior Manager Finance Team Members Lee Xin Rui Manager Cindy Chew Deputy Head Audrey Tan Assistant Vice President Oh Sok Cheng Assistant Vice President Investor Relations Team Sharon Lam Senior Manager The Investor Relations team is responsible for building Kate Wong Manager relations and facilitating strategic communications with Bernard Wong Manager CMT’s Unitholders, potential investors and analysts through Serena Koh Manager various communication platforms. The team also provides Kathleen Wong Manager CMTML’s management with regular feedback from the investment community.

Investment & Asset Management Jeanette Pang Team Assistant Vice President, Investor Relations The Investment and Asset Management team implements Jeanette has more than 17 years of experience in investor and monitors CMT’s strategy at the property level. relations, journalism and equity research support. Prior to This involves working hand-in-hand with the Property joining CMTML, she handled investor relations for another Management team to ensure that property business real estate investment trust. She holds a Bachelor of Arts plans are executed diligently. They also advise on asset & Social Science Degree from the National University of enhancement initiatives within the existing portfolio and Singapore. She is also a CFA charterholder. identify and evaluate potential acquisitions and divestments.

Richard Ng Head, Asset Management Richard oversees the asset management department and is responsible for the overall performance of CMT’s assets. He has over 20 years of real estate experience including property investment, asset management, property development and property management. He was part of the team that launched CMT in 2002. He has also previously covered the Russian and Malaysian markets. He holds a Master of Science (Real Estate) and a Bachelor of Science (Estate Management) (Honours) from the National University of Singapore.

70 Realising Potential, Building A Decade of Excellence Property Management Team (CRMPL)

Teresa Teow on investment through improved visual displays. She is General Manager, Singapore also involved in conceptualisation and feasibility studies for Teresa has more than 20 years of experience in real estate asset enhancement initiatives and development projects. management and currently oversees the operations of 17 Angela has over 10 years of real estate experience, with retail properties in Singapore. She is responsible for the experience in retail design. She holds a Diploma in Interior smooth execution of operational plans and the operational Design from the National Design Academy, London. efficiency of the malls in order to achieve target investment returns. As part of her portfolio, Teresa also oversees Jason Loy both the Singapore Group Leasing and Group Marketing Head, Engineering Design & Technical Services, Singapore Communications departments, to achieve better synergies Jason formulates the strategic direction of the engineering for both leasing and marketing communications activities and operational aspects in CMT’s malls. He is responsible and to leverage on the scale of the portfolio. Teresa holds for developing mechanical and electrical design guidelines a Bachelor of Business (Business Administration) degree as well as implementing facility management policies, from the Royal Melbourne Institute of Technology, Australia. which include the establishment of standard operating procedures for the mall to run efficiently.H e also devises Tan Mui Neo new initiatives and implements innovative ways to improve Head, Leasing, Singapore business work processes for productivity. Jason is a Mui Neo oversees the Singapore Group Leasing function registered Professional Engineer with 17 years of experience which supports CMT’s malls in all aspects of leasing activities in planning, design, supervision of mechanical & electrical and asset enhancement initiatives. She develops initiatives services, technical due diligence, project administration, to achieve greater synergies and improve processes for operations, sustainability and green building technologies. the leasing function in the malls. Mui Neo has 16 years of He holds a Bachelor of Engineering in Mechanical and experience in retail leasing for local and overseas projects Production Engineering from Nanyang Technological and three years of centre management experience. She University, Singapore. holds a Diploma in Building Management from Ngee Ann Polytechnic and Diploma in Marketing from Chartered Institute of Marketing, United Kingdom.

Irene Tan Head, Marketing Communications, Singapore Irene has 19 years of marketing experience in engaging consumers through traditional and new media. She oversees the Singapore Group Marketing Communications function and formulates strategic direction and initiatives to engage shoppers, tenants and the communities of CMT’s malls. With a suite of loyalty products such as CapitaCard, CapitaVoucher and CAPITASTAR, she builds greater loyalty among shoppers and generates business opportunities for tenants within CMT’s malls. She works closely with the Mall Marketing Communications teams to ensure greater synergies and unlock values for CMT’s malls. Irene holds a Masters of Commerce in E-business Marketing from University of New South Wales, Australia and a Bachelor of Commerce in Marketing from Curtin University, Australia.

Angela Ng Head, Tenancy Design Management, Singapore Angela oversees the Tenancy Design Management (TDM) team to review and approve designs for shop fit-outs in the shopping malls owned by CMT. She strategises and develops retail design guidelines, and oversees visual merchandising programmes to ensure that high standards of design and visual display are maintained in the malls. The key function of visual merchandising is to complement the TDM to meet the objective of enhancing tenants’ returns

CapitaMall Trust | Report to unitholders 2012 71 72 Realising Potential, Building A Decade of Excellence cohesion in community

6 Green Mark Awards in 2012 hoon Kong Wai, Singapore P hoon Kong Wai, P hoto credit:

CapitaMall Trust | Report to unitholders 2012 73 Sustainability

Environmental, social and governance (ESG) issues Since September 2007, CMT has been a constituent of are critical to creating a sustainable future for CMT, FTSE4Good Global Index, which was designed to facilitate our stakeholders and society. By integrating ESG investment in companies that meet globally recognised considerations into our operations, we believe that we corporate responsibility standards. can manage our business better and create long-term value for all stakeholders. To shape our understanding of the ESG issues that we must address in our everyday business, we continuously Our approach to sustainability incorporates considerations engage our stakeholders. We cultivate our stakeholder relating to: relationships through regular and systematically planned forms of dialogue such as conferences, workshops, Environmental • Effective management of processes roadshows and surveys and sometimes, through informal to mitigate key environmental risks ways as well. Social • Superior policies and practices to recruit and retain employees • Improvement of workplace health and safety • Maintenance of strong community relations

Governance • Integrity in all respects and commitment to the highest standards of good governance, transparency and accountability

Stakeholder Engagement

Stakeholders and Why We Engage Issues/Interest How We Engage (selected examples) Shoppers • To understand our shoppers’ needs • Shopping malls with family friendly • Advertisements and promotional and improve appeal of CMT’s malls facilities events • Easy access to public transport • Focus groups and surveys • Greater convenience to enhance • Online and mobile platforms shopping experience • Social media • Loyalty programmes Tenants • To understand our tenants’ needs • Opening of new shops/malls • Informal tenant gatherings and concerns and help drive • Learn from successful companies • Biz+ Series events shopper traffic to their stores • Knowledge sharing • Joint promotions and partnerships • Retailer forums Investors • To create an informed perception • Business performance • Annual general meetings of CMT, manage investors’ • Business expectations and strategy • Stock exchange announcements expectations and promote a • Economic, social and environmental • Annual reports, results briefings to positive investment environment concerns analysts and media, and webcasts • Website updates • Roadshows, conferences and meetings • Tours of CMT’s malls Employees • To develop employees to achieve • Communicating business strategy • Intranet, e-mails, staff their optimal level, align their and developments communication and informal personal goals with company • Reward and recognition breakfast sessions performance and create a positive • Training and development • Employee engagement surveys work environment for them • Employee wellness • Performance appraisals Community • To contribute to the communities in • Philanthropy • Employee volunteerism which we operate • Environment • Donations to non-profit organisations • Management of environmental, social and governance issues

74 Realising Potential, Building A Decade of Excellence Sustainability Environment

To ensure that our actions in operating CMT’s malls In 2012, our total energy consumption recorded 126,133 are environmentally friendly and that we follow green megawatt hours (MWh), compared to 124,546 MWh in practices in the office, we have adopted an Environmental 20111. We managed to reduce our energy usage per GFA Management System (EMS) which was certified to the ISO by 8.4% from 18.51 kilowatt hours per square metre per 14001 international standards in 2007. ISO 14001 is an month (kWh/m2/month) in 2011 to 16.96 kWh/m2/month internationally recognised standard for the environmental in 2012. The reduction would be higher at 17.5% if we management of businesses. We review new or update compare the 2012 figure against 20.56 kWh/m2/month existing legal requirements for the EMS every quarter and in 2008. evaluate compliance annually. In 2012, we have complied fully with the environmental laws and regulations in Singapore Our total water consumption stood at 1,459,286 cubic and there was no environmental non-conformance by the metres (m3) in 2012, compared to 1,407,622 m3 in 20111. company. Despite this, we reduced our water usage per GFA by 13.6% from 0.205 m3 per square metre per month (m3/ As part of the CapitaLand Limited (CapitaLand) group, m2/month) in 2011 to 0.177 m3/m2/month in 2012 after we adhere to the group’s Green Buildings Guidelines adjusting for shopper traffic count at the properties. The (GBG) which is an in-house guide developed since reduction would be higher at 18.4% if we compare the 2007 and is regularly reviewed to ensure continuous 2012 figure against 0.217 3m /m2/month in 2008. improvement. We strive to implement the GBG at all stages of a development project, from feasibility, design, In terms of carbon emissions, we recorded 56,816 procurement and construction to operation. tonnes in 2012, compared to 55,996 tonnes in 20111. Our carbon emissions per GFA decreased by 8.2% from 8.32 The GBG includes an Environmental Impact Assessment kilogrammes per square metre per month (kg/m2/month) (EIA) which is carried out during the feasibility stage of in 2011 to 7.64 kg/m2/month in 2012. The decrease would any development project. The EIA helps to identify any be higher at 29.4% if we compare the 2012 figure against environmental threats or opportunities related to the project 10.81 kg/m2/month in 2008. site and its surroundings, including aspects such as air quality, noise, floods, biodiversity, connectivity, heritage Green Initiatives and resources. All significant findings of the EIA and their From January to June 2012, 14 of CMT’s malls participated cost implications then have to be tabled as part of the in CapitaLand’s ‘Green for Hope’ programme for a second investment project paper submitted to the Board of Directors year to raise funds for underprivileged children. For every for approval. At the procurement stage, in accordance kilogramme of recyclable waste collected from the properties with the GBG, all main contractors appointed in 2012 and tenants, CapitaLand Hope Foundation (CHF) donated for projects that span a gross floor area (GFA) of at least S$2 to charities. This initiative has also created opportunities 2,000 square metres, have to be ISO 14001 and OHSAS for us to engage our tenants to come together for more 18001 certified or they have to implement Environmental, than just business. CHF is CapitaLand’s philanthropic arm Health and Safety (EHS) measures on site to comply fully which was established to support programmes for the with EHS legislations equivalent. The OHSAS 18001 is an shelter, education and healthcare needs of underprivileged internationally recognised standard for the occupational children in Singapore and overseas. health and safety management of businesses. In conjunction with the global ‘Earth Hour’ initiative, we We use an Environmental Tracking System (ETS), developed organised a ‘Bring Your Own Shopping Bag’ campaign on in-house by CapitaLand, to track the monthly energy usage, 31 March 2012 at 10 of CMT’s malls to encourage shoppers water usage, carbon dioxide emission and waste generation to save the environment by bringing their own reusable for CMT’s properties. This ETS is audited annually by shopping bags. In return, the 200 shoppers who were CapitaLand’s Technical Services Unit. spotted doing so enjoyed bonus STAR$ with a minimum purchase under CAPITASTAR loyalty programme. Our long-term energy and water reduction targets (using 2008 as base year) are: • To reduce energy and water usage by 15.0% by 2015 • To reduce energy and water usage by 20.0% by 2020

1 The energy and water usage as well as carbon emission levels in 2012 were measured for 14 of CMT’s malls while the figures in 2011 and 2008 were based on 13 and nine of CMT’s malls respectively. The measurements excluded those properties undergoing asset enhancement works and those properties which have been in operation for less than 12 months. All data was extracted on 6 February 2013.

CapitaMall Trust | Report to unitholders 2012 75 Sustainability Environment

CMT’s malls marked ‘Earth Hour’ by switching off their Green Awards Achieved To Date facade lights and non-essential lighting for extended To date, 10 of CMT’s malls have garnered Green Mark awards hours through the night, beginning at 8.30 pm on 31 from Singapore’s Building and Construction Authority (BCA). March 2012. This is the fifth year that we participated in The BCA Green Mark was introduced in January 2005. It this annual global sustainability movement to promote is a scheme that assesses the environmental performance awareness of energy conservation. and impact of buildings and promotes energy efficiency, water savings, a healthier indoor environment and waste On 3 August 2012, the sponsor of CMT, CapitaMalls Asia reduction. Limited, held a Green Party at Gardens by the Bay, a new landmark overlooking the waters of Marina Bay. CMT Development Award Year of staff joined in the party to celebrate CMT’s green award Category Award achievements. We showcased some of the interesting green initiatives that have been initiated at our malls, as Bugis+ Platinum 2012 part of our efforts to inculcate environmental awareness Junction 8 Platinum 2012 among staff. Bukit Panjang Plaza Gold 2012 Lot One Shoppers’ Mall Gold 2012 For the period April to December 2012, five participating (Re-certified) CMT malls (Bugis Junction, Bugis+, Funan DigitaLife Mall, Plaza Singapura (Re-certified) Gold 2012 JCube and Junction 8) took turns to collaborate with Coca-Cola Singapore in “A Recycle Happiness Activation” Sembawang Shopping Centre Gold 2012 campaign to educate shoppers on the importance of (Re-certified) recycling. Shoppers were encouraged to bring their empty JCube Platinum 2011 beverage bottles for recycling and every 10 bottles returned The Atrium@Orchard (Retail) Gold 2011 earned them a Coca-Cola premium. Bugis Junction Gold 2011 In November 2012, IMM Building also worked with the Raffles City Singapore Gold 2010 National Climate Change Secretariat (NCCS) to set up an exhibition at the mall to educate Shoppers on climate Health and Safety change and the course of actions they can take to help save We have a duty of care to ensure occupational health and the environment. The NCCS is a dedicated government safety of all employees and monitor our operations to agency set up to coordinate Singapore’s domestic and ensure safety risks are controlled. international policies, plans and actions on climate change. We have adopted an Occupational Health and Safety (OHS) In 2012, to improve productivity levels and allow for Management System which was certified to the OHSAS paperless filing, we implemented an iPhone application 18001 international standards in 2009. The OHSAS 18001 named iClock, for technicians who clocked overtime. is audited by a third party accredited certification body. This application which we customised in-house, allows the technicians to file their overtime claims easily without Our OHS objectives are: the need to fill in several forms to claim reimbursement. • Zero incidents (reportable under the Singapore Ministry of Manpower regulations) • All main contractors for major projects have to be OHSAS 18001 certified (or equivalent)

We complied fully with all local OHS laws and regulations in 2012. During the year, we reported zero staff work-related permanent disability or fatality.

76 Realising Potential, Building A Decade of Excellence All the main contractors we appointed in 2012 were OHSAS 18001 certified. In line with CapitaLand’s policy to select Showcase of a Green Building: contractors and suppliers who are committed to high Bugis+ environmental and occupational safety standards, all our vendors and service providers need to be certified bizSAFE Bugis+ is located along Victoria Street within the Bugis Level 3 and above. arts, culture, learning and entertainment district. The mall achieved Green Mark Platinum award from BCA, For CMT’s properties, we strive to mitigate key OHS hazards following the completion of a S$38.0 million asset in facilities, operations and contractor management. For enhancement initiative in July 2012. instance, all service providers such as cleaning companies need to submit material safety data sheets to show that The mall’s chilled water and condenser water system materials used are approved by authorities for use in has been re-designed to better improve efficiency Singapore. At our corporate office,OH S issues include and energy-efficient lights are now used in circulation office ergonomics, safety issues and general employee areas. Where applicable, environmentally friendly well-being. products are used in daily maintenance and cleaning works while electrical and water sub-meters are At CapitaLand’s inaugural ‘Because iCare Awards for installed in key locations to monitor and track their Environment, Health & Safety’ event in September 2012, use as well as identify wastages and leakages. To a few of our contractors, tenants and service providers heighten green awareness, tenants are encouraged received awards for their initiatives to enhance environmental, to use energy-efficient lights and to take part in the health and safety features at CMT’s malls. They include mall’s recycling programme. McDonald’s, NTUC Fairprice, Giant, Starbucks, G-Energy Global Pte Ltd, Integrated Property Management Pte Ltd, Examples of environmental features at Bugis+: COEN and Nature’s Landscape. • Estimated energy savings: 1,245,850 kWh/year; estimated water savings: 4,470 m3/year McDonald’s won an award for their green shop front • Chiller plant system efficiency of ≤0.65 kW/tonne design at JCube. Their green fit-out involved the use of • Green plot ratio of 3.07 with garden space sustainable materials, water efficient fittings and LED • PUB certified water efficient building with all lighting which was energy-efficient. NTUC Fairprice and sanitary and water fittings certified under the Water Starbucks received Special Mention awards for their active Efficiency Labelling Scheme participation in recycling for CapitaLand’s ‘Green for Hope’ • Sustainable operations and maintenance system programme. Other Special Mention award recipients include through green policies G-Energy Global Pte Ltd who had gone the extra mile • Engagement of tenants and public through various to help Junction 8 achieve the BCA Green Mark Platinum green awareness programmes award and Integrated Property Management Pte Ltd who • Incorporation of green leases as part of tenancy uses wholly recycled hygiene paper (environmentally agreements, covering fit-out requirements and certified) for their contracts at our malls. environmental management

Bugis+ achieved Green Mark Platinum award

CapitaMall Trust | Report to unitholders 2012 77 Sustainability People & Community

To ensure that we can continue to attract and retain talent, Human Capital we regularly engage external human resource consultants to benchmark our compensation and benefits packages As an externally managed real estate investment trust, CMT against other peers and industries in Singapore. We also has no employees and is managed by CapitaMall Trust constantly seek innovations in our compensation strategies Management Limited (CMTML), which is a wholly-owned for staff. subsidiary of CapitaMalls Asia Limited (CMA). CapitaLand Limited (CapitaLand) has a 65.46% stake in CMA. Developing Our People We believe in managing our human capital in the most In line with our belief that continuous learning is a fundamental effective and efficient manner. We see the infinite value in building block of growth, we offer comprehensive training them and recognise that it is their passion, professionalism and development programmes for employees to acquire and commitment that can contribute to the success of relevant knowledge and skills to achieve business our business. excellence. In 2012, about 3.0% of our annual payroll was allocated Talent Management Strategy for programmes relating to employee learning and growth. We have a workforce of 525 people, comprising 23 We already have in place training roadmaps and a wide employees at CMTML level, those working at CMT’s variety of courses, ranging from project financing and real malls and the property management team. We are well estate to soft skill subjects such as communications and poised to meet the resourcing challenges to support our presentation skills. Staff have direct access to a year-long business expansion. In strengthening our team, we recruit training calendar, which comprises a series of pre-evaluated talents at different transition points in their career path, training courses, via our in-house intranet. In addition, from fresh graduates to young, mid-career professionals we have established an online learning platform which and industry veterans. offers more than 200 programmes, to encourage staff to learn continuously and offer them more choices in terms At the core of our development programme is a of courses. systematic programme for all new hires to learn more about our business operations, strategies, core values and In 2012, staff clocked an average of 64 training hours management philosophy. All employees also undergo an per employee, with 96.4% of staff attending at least one annual performance review where employees can openly training event. We encourage employees to upgrade discuss their performance and future aspirations with their themselves by attending courses or obtain professional supervisors. They broach topics such as possible career qualifications relevant to their work. Employees are granted moves and recommended training plans. paid examination leave for their studies. For full time staff, examination leave is up to 10 days per calendar year. We believe in talent cross-fertilisation and leverage on the Asia-wide human resource platform of CMA. As part Throughout the year, our employees also participated in of employees' career development, employees are given study visits to overseas malls in China, Japan and Malaysia opportunities to rotate to different malls, functions, cities to network and gain insights into interesting retail concepts or countries within CMA’s portfolio. outside Singapore.

Competitive Compensation & Benefits For members of the senior management team with proven We offer all employees comprehensive and competitive track records and leadership potential, we partner with remuneration packages. These include short-term cash CapitaLand Institute of Management and Business (CLIMB) bonus programmes and long-term equity-based reward to provide leadership and management programmes to plans such as restricted shares and performance shares sharpen their management, leadership and business skills. programmes. Such equity-based reward plans help to strengthen the linkage between reward and long-term Engaging Our People performance, as well as to retain talent. Staff communication sessions by senior management are conducted at least twice a year to keep staff abreast All employees receive staff benefits including a flexible of CMT's financial results and strategic business thrusts. benefits plan and leave entitlements for maternity, paternity During these sessions, senior management members also and volunteer reasons. We recognise that employees have take questions from staff and seek to gather feedback diverse needs and a flexible benefits plan enables staff to from them. complement their personal medical and insurance needs with those provided by the company. Employees can thus customise their benefits for themselves and their families.

78 Realising Potential, Building A Decade of Excellence The CapitaLand and CMA intranet systems are valuable information platforms for employees to find out the details Community Involvement of CMTML’s terms and conditions of employment, benefits, human resource policies and practices including the whistle- As suburban satellite hubs, CMT’s malls serve as channels blowing policy, as well as ethics and code of business for us to engage local communities actively in activities conduct policies. that educate and benefit them. We are also committed to supporting non-profit, community and charitable We regularly organise recreational and team-building events organisations through synergistic partnerships. and brain-storming workshops to reinforce organisational cohesiveness as part of our concerted efforts to engage Heritage and Arts our workforce. In 2012, activities such as complimentary Bugis Junction kicked off the start of year 2012 in a health screenings, free flu vaccinations, beauty workshops partnership with National Heritage Board for ‘Bras and health-related talks were organised to encourage a Basah Bugis Street Art Project’ in February. Joe Hill, an well-balanced and healthy lifestyle among employees. internationally-renowned three-dimensional (3D) street artist Recreational activities also included a family day and an was on-site at Bugis Junction. He created two larger than annual dinner and dance party in December. life artworks - an inviting rendition of the National Museum of Singapore’s dome and a padewakang warrior ship on We also support annual national campaigns such as the the pavements of Bugis Square and Malay Street. The 'Eat with Your Family Day' in May by giving employees artworks were on display for 10 days. time off to leave offices earlier to dine with their families. In July 2012, Bukit Panjang Plaza and Lot One Shoppers’ To provide our employees with better work-life balance, Mall celebrated Singapore’s colourful heritage during we have a flexible work arrangement policy which permits ‘Rediscovery-Celebrating Our Heritage’ with a lineup flexible working hours, working from home, part-time work of exciting exhibitions which were supported by the arrangement or job-sharing arrangements. National Heritage Board. At Lot One Shoppers’ Mall, shoppers enjoyed cultural performances and interactive Promoting Fairness and Diversity activities such as batik painting workshops and wayang We define our human resource policy on equal opportunities kulit (shadow puppet) performance with gamelan music and fair employment practices and all job applicants are ensemble. Shoppers were also invited to have a hands-on treated fairly regardless of ethnicity, age or gender. As experience at games from yesteryear as well as savour part of the CapitaLand’s group, we adhere to the group’s local classic cuisines from the food fair. policies on non-discriminatory employment practices. CapitaLand has signed the Employers Pledge for Fair At Bukit Panjang Plaza, shoppers entered a world of Employment Practices with The Tripartite Alliance for gastronomy as they feasted on freshly prepared local Fair Employment Practices1 and also upholds the spirit delicacies, and participated in Peranakan and Chinese of international human rights conventions, such as the cooking demonstrations and talks on natural remedies Universal Declaration of Human Rights and the International from the kitchen. The week-long event also showcased Labour Organisation Conventions, against discrimination the Delicious Heritage exhibition that traced the origins in any form and coerced labour. of some of the most popular hawker food in Singapore.

In 2012, more than 67.5% of our workforce is between the Health and Well-being age of 30 and 50, 23.0% less than 30 years old and 9.5% IMM Building organised free Yoga sessions every more than 50 years old. Our workforce comprises an almost Wednesday at its garden plaza, which saw a equal proportion of males and females. The company’s participation of about 300 people. Junction 8 also worked female employees are well represented at the middle and together with Nikam Guruji Yoga Kutir to organise a two- senior management level. For the past three years, more hour yoga session every Tuesday at the roof garden to than half of the managerial employees are female. In 2012, promote health and well-being among local residents. over 60.0% of senior management, comprising those who are at Vice President levels and above, are females.

1 The Tripartite Alliance for Fair Employment Practices was formed in May 2006 to promote non-discriminatory employment practices and to shift mindsets among employers, employees and the general public towards fair employment practices for all workers in Singapore. Members include employer representatives, union leaders and government officials.

CapitaMall Trust | Report to unitholders 2012 79 Sustainability People & Community

Family-friendly Practices The half-day programme at the malls also included a As the incumbent recipients of the biennial award ‘We special treat of magic show, 3Rs (Reduce, Reuse & Recycle) Welcome Families’, IMM Building and Plaza Singapura skit, and a dance-and-sing-along performance. Over 500 remain committed to go the extra mile to serve family volunteers, comprising staff and student leaders, took customers better. Both malls have family-themed shops part to make the event a memorable one for the children. under one roof, interactive play zones such as IMM Building’s seven-metre-high treehouse, dedicated nursing Fund Raising Support rooms, washrooms equipped with baby holders and family As the new mall in the West this year, JCube adopted a lounges. Plaza Singapura also ran its ‘PS BabyStar’ and ‘business with a heart’ approach and marked its official ‘Best Loving Family Portrait’ contests in November 2012 opening by raising S$15,000 for a voluntary welfare where winners walked away with grand prizes such as organisation, Students Care Service (SCS). The funds a pre-credited Standard Chartered e$aver Kids Savings were raised through a few initiatives. An amount of S$5 Account and Nestlé hampers. was donated to SCS for every photo submitted featuring a smile in ‘Share A Smile’ initiative. All photos were collated Sembawang Shopping Centre also collaborated with into a giant montage for display at JCube’s open space on Sembawang Community Club to hold a ‘Baby Singapore Level 5, JStage. The other initiative was an online auction 2012’ event to promote neighbourliness and interaction for Kai Kai & Jia Jia eco-bags which were autographed by among the participants, and bonding amongst family celebrities, Edmund Chen, Xu Bin and Kimberly Chia. The members. On 22 April 2012, 200 parents and kids took eco-bags were on display at JStage. The mall also hosted part in fringe activities such as photo shoots, family identity 50 underprivileged students to a free skating session. contests, baby massages and yoga sessions.

The ‘We Welcome Families’ Award is a prestigious Programmes for Tenants award conferred by the Businesses for Family Council One of the ways we add value to our tenants is through to businesses that demonstrate the highest standards of our Biz+ Series programme. In 2012, the overall Biz+ family-friendly business practices in Singapore. Series programme theme was ‘Think, Feel & Connect with your Customers’. We organised 13 Biz+ Series seminars, My Schoolbag Programme workshops and classes related to this theme, covering diverse topics such as customer relationship management In November 2012, CMTML partnered CMA to carry out its in the digital era, design thinking innovation for businesses, ‘My Schoolbag’, an annual corporate social responsibility and the new ‘Lemon Law’ that took effect in Singapore on programme which benefited 1,000 underprivileged children 1 September 2012. in Singapore. We had identified the beneficiaries through five Community Development Councils and invited the We greatly value our relationships with our tenants and on children to shop for their daily and school necessities at pages 99 to 101 of this report, we feature three companies five participating malls located close to their homes. The who have been our long-time supportive tenants for the malls are Tampines Mall, JCube, Bugis+, Bukit Panjang Plaza and Funan DigitaLife Mall. past decade.

80 Realising Potential, Building A Decade of Excellence Sustainability Corporate Governance

• supervising CapitaLand Retail Management Pte Ltd Our Role (Property Manager), which performs the day-to-day property management functions (including leasing, Our primary role as the manager of CMT (Manager) is to set accounting, marketing, promotion, coordination and the strategic direction of CMT and make recommendations property management) for the CMT malls namely, to HSBC Institutional Trust Services (Singapore) Limited, in Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM its capacity as trustee of CMT (Trustee), on the acquisition, Building, Plaza Singapura, Bugis Junction, Sembawang divestment or enhancement of the assets of CMT in Shopping Centre, JCube, Lot One Shoppers’ Mall, accordance with its stated investment strategy. The Bukit Panjang Plaza, Rivervale Mall, The Atrium@ research, evaluation and analysis required for this purpose Orchard, Clarke Quay and Bugis+, pursuant to the is coordinated and carried out by us as the Manager. We master property management agreement dated are also responsible for the system of risk management 1 December 2011 which was approved by Unitholders and internal controls of CMT. at the extraordinary general meeting held on 13 April 2011. With regard to Raffles City Singapore (RCS), As the Manager, we have general powers of management which is held by CMT and CapitaCommercial Trust over the assets of CMT. Our primary responsibility is to (CCT) in the proportions of 40.00% and 60.00% manage the assets and liabilities of CMT for the benefit respectively, the Property Manager holds 40.00% of the unitholders of CMT (Unitholders). We do this with interest in CapitaLand (RCS) Property Management Pte. a focus on generating rental income and enhancing asset Ltd. which provides property management services to value over time so as to maximise the returns from the RCS with CapitaLand Commercial Management Pte investments, and ultimately the distributions and total Ltd, the property manager of the properties owned returns to Unitholders. by CCT, holding the other 60.00%. As a result of its interest in CapitaLand (RCS) Property Management Our other functions and responsibilities as the Manager Pte. Ltd., the Property Manager is able to play a key include: role in directing the property management function for RCS. • using our best endeavours to conduct CMT’s businesses in a proper and efficient manner and to CMT, constituted as a trust, is externally managed by conduct all transactions with, or on behalf of, CMT the Manager and therefore has no personnel of its own. at arm’s length; The Manager appoints experienced and well qualified • preparing annual property plans for review by our management to run its day-to-day operations. All Directors Directors, including forecasts on revenue, net income and employees of the Manager are remunerated by the and capital expenditure, explanations on major variances Manager and not CMT. to previous years’ numbers, written commentaries on key issues and underlying assumptions on rental The Manager was appointed in accordance with the terms rates, operating expenses and any other relevant of the Trust Deed dated 29 October 2001 as amended by assumptions. These plans explain the performance the First Supplemental Deed dated 26 December 2001, of CMT’s assets; the Second Supplemental Deed dated 28 June 2002, • ensuring compliance with relevant laws and regulations, the Amending and Restating Deed dated 29 April 2003, including the Listing Manual of the Singapore Exchange the Fourth Supplemental Deed dated 18 August 2003, Securities Trading Limited (SGX-ST) (Listing Manual), the Second Amending and Restating Deed dated 9 July the Code on Collective Investment Schemes (CIS 2004, the Sixth Supplemental Deed dated 18 March 2005, Code) issued by the Monetary Authority of Singapore the Seventh Supplemental Deed dated 21 July 2005, the (MAS) and the tax rulings issued by the Inland Revenue Eighth Supplemental Deed dated 13 October 2005, the Authority of Singapore on the taxation of CMT and its Ninth Supplemental Deed dated 20 April 2006, the Third Unitholders; Amending and Restating Deed dated 25 August 2006, the • attending to all regular communications with Eleventh Supplemental Deed dated 15 February 2007, Unitholders; and the Twelfth Supplemental Deed dated 31 July 2007, the Thirteenth Supplemental Deed dated 20 May 2008 and the Fourteenth Supplemental Deed dated 13 April 2010 (collectively, the Trust Deed).

CapitaMall Trust | Report to unitholders 2012 81 Sustainability Corporate Governance

The Trust Deed also outlines certain circumstances under which the Manager can be removed, including by notice Our Achievements in writing given by the Trustee upon the occurrence of certain events, or by a resolution passed by a simple Our commitment towards strong corporate governance majority of Unitholders present and voting at a meeting was affirmed with CMT garnering the following awards of Unitholders duly convened and held in accordance in 2012: with the provisions of the Trust Deed. • Gold Awards for Best Investor Relations and Best Annual Report under the REITS & Business Trusts category at the Singapore Corporate Awards 2012; Our Corporate Governance Culture • Winner of Singapore Corporate Governance Award (REITs category) and Runner-up award for Most Strong corporate governance has always been our priority Transparent Company Award (REITs & Business Trusts as the Manager. We recognise that an effective corporate category) at the Securities Investors Association governance culture is critical to our performance and, Singapore (SIAS) Investors’ Choice Awards 2012; and consequently, to the success of CMT. • Certificate of Excellence in Investor Relations at the IR Magazine South East Asia Awards 2012. Further, in conjunction with the Singapore Corporate Governance Week 2012 initiated by the SIAS, the Manager is a signatory to the Statement of Support Towards Excellence in Corporate Governance. With this (A) Board Matters pledge, the Manager has, together with more than 100 other companies, made a public promise to uphold high The Board’s Conduct of Affairs standards of corporate governance. Principle 1: Every company should be headed by an effective We are committed to high standards of corporate Board to lead and control the company. The Board governance and transparency in our management of is collectively responsible for the long-term success CMT and operate in the spirit of the Code of Corporate of the company. The Board works with Management Governance (Code) in the discharge of our responsibilities to achieve this objective and Management remains as the Manager in our dealings with Unitholders and the accountable to the Board. other stakeholders. The Code was revised by MAS in May 2012 and takes effect in respect of annual reports The Board of Directors of the Manager (Board) is relating to financial years commencing from 1 November responsible for managing and directing the Manager, in 2012. Nonetheless and in the spirit of our commitment furtherance of the Manager’s primary responsibility to to high standards of corporate governance, we have, as manage the assets and liabilities of CMT for the benefit far as possible, endeavoured to comply with the revised of Unitholders. Each Director must act honestly, with due Code during FY 2012. The following paragraphs describe care and diligence. Decisions are taken objectively in the our corporate governance policies and practices in 2012 interests of CMT. The Manager has adopted guidelines, as the Manager, with specific references to the Code. details of which are set out on pages 94 to 95 for Interested They encompass proactive measures adopted by us for Person Transactions (as defined below) and dealing with avoiding situations of conflict and potential conflicts of conflicts of interest. interest, including prioritising the interests of Unitholders over the Manager’s and ensuring that applicable laws The Board provides leadership to the Manager, sets and regulations are complied with, so that Unitholders’ strategic directions and oversees the competent interests are best served at all times. For ease of reference, management of CMT, including the provision of necessary the relevant provisions of the Code under discussion are financial and human resources to meet its objectives. The identified in italics. 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 requirements under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, the MAS or other relevant authority, and applicable laws. It also sets the disclosure and transparency standards for CMT and ensures that obligations to Unitholders and other stakeholders are understood and met.

82 Realising Potential, Building A Decade of Excellence The Board meets regularly to discuss and review the • reviewing management reports and operating budgets; Manager’s key activities, including its business strategies • awarding contracts for development projects; and policies for CMT. Board meetings are scheduled • recommending changes to the financial limits for in advance and are held at least once every quarter to investment; deliberate on the strategy of CMT, including any significant • reporting to the Board on decisions made by the acquisitions and disposals, review the annual budget, Executive Committee; and review the performance of CMT’s businesses, review • performing such other functions as varied or delegated the financial performance of the Manager and CMT and by the Board. approve the release of the quarterly and full-year results. Additional Board meetings are held, where necessary, to The members of the Executive Committee also meet consider significant transactions or issues. The Articles informally during the course of the year. of Association of the Manager permit Board meetings to be held by way of teleconference and videoconference. The Investment Committee reviews and approves new investments and divestments by CMT. In the discharge of its functions, the Board is supported by an Audit Committee that provides independent oversight The Board has adopted a set of internal controls which sets of the Manager, and which also serves to ensure that out approval limits for, amongst others, capital expenditure, there are appropriate checks and balances. The Board new investments and divestments, bank borrowings is also supported by a Corporate Disclosure Committee, and minimum signatory requirements for cheques at the Executive Committee and Investment Committee. Each Board level. Apart from matters that specifically require of these Board committees operates under delegated the Board’s approval – such as the issue of new Units, authority from the Board. Other committees may be income distributions and other returns to Unitholders – the formed as dictated by business imperatives and/or to Board, while approving certain transactions exceeding promote operational efficiency. The number of Board certain threshold limits, delegates authority for transactions and Board committee meetings held in the year, as well below those limits to Board committees and management. as the attendance of their membership, are set out on Appropriate delegation of authority and approval sub- page 86. This also reflects each Board member’s additional limits are also provided at management level to facilitate responsibilities and special focus on the respective Board operational efficiency. committees. Four Board meetings were held in 2012. Information on the Audit Committee can be found in the The Manager issues formal letters to newly-appointed section ‘Audit Committee’ below. Directors setting out various information including their duties and obligations as Directors upon their appointment. The Corporate Disclosure Committee reviews Newly appointed Directors are briefed on the business corporate disclosure matters relating to CMT, including activities of CMT, its strategic directions and policies, announcements to the SGX-ST via SGXNET, and pursues the regulatory environment in which CMT operates, best practices in terms of transparency. the Manager’s corporate governance practices, and their statutory and other duties and responsibilities as The Executive Committee oversees the day-to-day Directors. Directors are routinely updated on developments activities of the Manager on behalf of the Board. The and changes in the operating environment, including principle responsibilities of the Executive Committee revisions to accounting standards and changes to laws and under its terms of reference include the following: regulations affecting the Manager and/or CMT. Directors are also encouraged to participate in industry conferences, • approving or making recommendations to the Board seminars and training programmes in connection with on financing offers and banking facilities; their duties. Materials on changes to salient laws and • approving or making recommendations to the Board regulations applicable to CMT or the Manager are also on write-offs of investments; provided to the Directors. • approving specific budgets for capital expenditure on development projects, acquisitions and enhancements/ upgrading of properties;

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Board Composition and Guidance Chairman and Chief Executive Officer Principle 2: Principle 3: There should be a strong and independent element There should be a clear division of responsibilities on the Board, which is able to exercise objective between the leadership of the Board and the executives judgement on corporate affairs independently, in responsible for managing the company’s business. particular, from Management and 10% shareholders. No one individual should represent a considerable No individual or small group of individuals should be concentration of power. allowed to dominate the Board’s decision making. The roles of the Chairman and the Chief Executive Officer As of 5 March 2013, the Board comprises 11 Directors, are separate and are held by two different persons. of whom six are Independent Non-Executive Directors. This is to ensure an appropriate balance of power, A Director is considered independent if he has no increased accountability and greater capacity of the relationship with the Manager, its related corporations, Board for independent decision making. The division its shareholders who hold 10% or more of the voting of responsibilities between the Chairman and the Chief shares in the Manager, Unitholders who hold 10% or Executive Officer facilitates effective oversight and a more of the units in issue of CMT or its officers that could clear segregation of duties. The Chairman and the Chief interfere, or be reasonably perceived to interfere, with the Executive Officer are not immediate family members. exercise of the Director’s independent business judgment in the best interests of CMT. The Board determined that The Chairman leads the Board to ensure the effectiveness Mr Fong Kwok Jen, Mr Gay Chee Cheong, Mr Lee Khai on all aspects of its role and sets its agenda. He ensures Fatt, Kyle, Maj-Gen (NS) Ng Chee Khern, Mr Richard R. that the members of the Board receive accurate, clear Magnus and Mr Teoh Leong Kay, Danny are considered and timely information, facilitates the contribution of Non- to be Independent Directors under the Code. Executive Directors, encourages constructive relations between Executive Directors, Non-Executive Directors Non-Executive Directors actively participate in setting and and management, ensures effective communication with developing strategies and goals for management, and Unitholders and promotes a high standard of corporate reviewing and assessing management’s performance. This governance. enables management to benefit from their external and diverse perspectives on issues that are brought before the The Chairman also ensures that the Board works together Board. It also enables the Board to interact and work with with management with integrity, competency and moral management through a healthy exchange of ideas and authority, and that the Board constructively engages views to help shape the strategic process. Coupled with management on strategy, business operations, enterprise a clear separation of the roles of the Chairman and the risk and other plans. Chief Executive Officer, this provides a healthy, professional relationship between the Board and management with The Chief Executive Officer is a Board member and has clarity of roles and robust deliberation on the business full executive responsibilities over the business directions activities of CMT. and operational decisions of managing CMT.

The composition of the Board is reviewed regularly to ensure that the Board has the appropriate size and mix of expertise and experience, and comprises persons who, as a group, provide the necessary core competencies, taking into consideration the nature and scope of CMT’s operations. The profiles of the Directors are set out on pages 59 to 69.

84 Realising Potential, Building A Decade of Excellence Board Membership Reviews of Board performance as appropriate are informal. Principle 4: The Manager believes that collective Board performance There should be a formal and transparent process and that of individual Board members are better reflected for the appointment and re-appointment of directors in, and evidenced by, its and their proper guidance, diligent to the Board. oversight and able leadership, and the support that it lends to management in steering CMT in the appropriate direction, Board Performance and the long-term performance of CMT whether under favourable or challenging market conditions, safeguarding Principle 5: the interests of CMT and maximising Unitholders’ value. There should be a formal annual assessment of the Renewals or replacement of Board members do not effectiveness of the Board as a whole and its board necessarily reflect their contributions to date, but may be committees and the contribution by each director to driven by the need to position and shape the Board in line the effectiveness of the Board. with the medium-term needs of CMT and its businesses. As the Manager is not itself a listed entity, the Manager Contributions by an individual Board member can also take does not consider it necessary for the Board to establish other forms, including providing objective perspectives on a nominating committee. It believes that the performance issues, facilitating business opportunities and strategic of the Manager, and hence, its Board, is reflected in the relationships, and accessibility to management outside of long-term success of CMT. Thus, the Board performs the a formal environment of Board and/or Board committee functions that such a committee would otherwise perform, meetings. namely, it administers nominations to the Board, reviews the structure, size and composition of the Board, and In the Manager’s opinion, the limit on the number of listed reviews the independence of Board members. Directors company directorships that an individual may hold should of the Manager are not subject to periodic retirement by be considered on a case-by-case basis, as a person’s rotation. available time and attention may be affected by many different factors. A Director with multiple directorships is Under the Code, the composition of the Board, including expected to ensure that sufficient attention is given to the the selection of candidates for new appointments to affairs of the Manager and CMT. The Manager believes the Board as part of the Board’s renewal process, is that each individual Director is best placed to determine determined using the following principles: and ensure that he is able to devote sufficient time and attention to discharge his duties and responsibilities • the Board should comprise Directors with a broad as a director of the Manager, bearing in mind his other range of commercial experience, including expertise commitments. in funds management, the property industry and in the banking and legal fields; and • at least one-third of the Board should comprise Independent Directors. Where, among other things, the Chairman of the Board is not an Independent Director, at least half of the Board should comprise Independent Directors.

The selection of candidates is evaluated taking into account various factors including the current and mid-term needs and goals of CMT, as well as the relevant expertise of the candidates and their potential contributions. Candidates may be put forward or sought through contacts and recommendations.

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Composition and Meeting Attendance

Composition Meeting Attendance Audit Board Committee Corporate Number of Number of Audit Disclosure Executive Investment Meetings Meetings Board Members Committee Committee Committee Committee Held: 4 Held: 5 James Koh Cher Siang – Chairman – Chairman 4 N.A. Lim Ming Yan (1) – Member Chairman Member – N.A. Liew Mun Leong (2) – Member Chairman Member 4 N.A. Fong Kwok Jen (3) Member – – – – – Gay Chee Cheong (4) Member – – – – – Ho Chee Hwee Simon (5) – Member Member Member 4 N.A. Kee Teck Koon (6) Member – – – 4 5 Lee Khai Fatt, Kyle (7) Chairman – – Member – – Lim Beng Chee (8) – – Member Member 4 N.A. Lim Tse Ghow Olivier (9) – Member Member – 3 N.A. Maj-Gen (NS) Ng Chee Khern (10) – – – – 2 N.A. Richard R. Magnus – – – Member 3 N.A. S. Chandra Das (11) – – – – 4 N.A. James Glen Service (12) Chairman – – Member 4 5 Tan Kian Chew – – – – 3 N.A. Teoh Leong Kay, Danny (13) – – – – – N.A. David Wong Chin Huat (14) Member – – – 4 5 Tan Wee Yan, Wilson (15) – – Member Member 2 N.A.

N.A. – Not applicable

1 Lim Ming Yan was appointed as Deputy Chairman and Non-Executive 8 Lim Beng Chee resigned as a Non-Executive Director and ceased to be Director, as Chairman of the Executive Committee and a member of the a member of the Executive Committee and the Investment Committee Corporate Disclosure Committee and the Investment Committee with with effect from 1 November 2012. effect from 1 January 2013. 9 Lim Tse Ghow Olivier resigned as a Non-Executive Director and ceased to 2 Liew Mun Leong resigned as Deputy Chairman and Non-Executive Director be a member of the Corporate Disclosure Committee and the Executive and ceased to be Chairman of the Executive Committee and a member Committee with effect from 1 November 2012. of the Corporate Disclosure Committee and the Investment Committee 10 Maj-Gen (NS) Ng Chee Khern was appointed as an Independent Non- with effect from 1 January 2013. Executive Director with effect from 8 June 2012. 3 Fong Kwok Jen was appointed as an Independent Non-Executive Director 11 S.Chandra Das resigned as an Independent Non-Executive Director with and a member of Audit Committee with effect from 1 November 2012. effect from 1 November 2012. 4 Gay Chee Cheong was appointed as an Independent Non-Executive 12 James Glen Service resigned as an Independent Non-Executive Director Director and a member of Audit Committee with effect from 1 November and ceased to be the Chairman of the Audit Committee and a member 2012. of the Investment Committee with effect from 1 November 2012. 5 ho Chee Hwee Simon ceased to be the Chief Executive Officer and 13 Teoh Leong Kay, Danny was appointed as an Independent Non-Executive Executive Director with effect from 1 July 2012 but remains as a Non- Director with effect from 1 November 2012. Executive Director and a member of the Investment Committee. He was 14 David Wong Chin Huat resigned as an Independent Non-Executive appointed as a member of the Corporate Disclosure Committee and the Director and ceased to be a member of the Audit Committee with effect Executive Committee with effect from 1 November 2012. from 1 November 2012. 6 Kee Teck Koon resigned as a Non-Executive Director and ceased to be 15 Tan Wee Yan, Wilson was appointed as the Chief Executive Officer and a member of the Audit Committee with effect from 1 November 2012. Executive Director with effect from 1 July 2012 and a member of the 7 Lee Khai Fatt, Kyle was appointed as an Independent Non-Executive Executive Committee and the Investment Committee with effect from Director, Chairman of the Audit Committee and a member of the Investment 1 November 2012. Committee with effect from 1 November 2012.

86 Realising Potential, Building A Decade of Excellence Access to Information The Board has separate and independent access to Principle 6: the Manager’s senior management and the Company In order to fulfil their responsibilities, directors should Secretary, and vice versa. The Company Secretary will be provided with complete, adequate and timely provide assistance to the Board and is also responsible information prior to board meetings and on an on- for assisting the Chairman in ensuring adherence to going basis so as to enable them to make informed Board procedures and compliance with applicable laws decisions to discharge their duties and responsibilities. and regulations. Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring Accountability good information flows within the Board and its committees and between senior management and Non-Executive Principle 10: Directors, as well as facilitating orientation of new Directors The Board should present a balanced and and assisting with the professional development of understandable assessment of the company’s Directors as required. The Company Secretary attends performance, position and prospects. Board meetings and Board committee meetings to take minutes. Management provides the Board with complete and adequate information in a timely manner. This is done Where necessary, the Manager will, upon the request of through regular updates on financial results, market trends Directors (whether as a group or individually), provide them and business developments. Changes to regulations, with independent professional advice, at the Manager’s policies and accounting standards are also monitored expense, to enable them to discharge their duties. The closely. Company Secretary assists the Directors in obtaining such advice. To keep pace with regulatory changes, where these changes have an important and significant bearing on CMT The Manager has implemented quarterly financial reporting and its disclosure obligations, the Directors are briefed for CMT since inception. Financial results and other by management during Board meetings, at specially price sensitive public announcements are presented in convened sessions or via circulation of Board papers. a balanced and understandable assessment of CMT’s Information provided to the Board include explanatory performance, position and prospects. The Manager also background information relating to matters to be brought provides the Directors with management accounts and before the Board, budgets, forecasts and management such explanation and information on a monthly basis and accounts. In relation to budgets, any material variance as the Board may require from time to time, to enable between projections and actual results are disclosed Directors to keep abreast, and to make a balanced and and explained. informed assessment, of CMT’s financial performance, position and prospects. The Company Secretary of the Manager works with the Chairman and management to ensure that Board The Audit Committee would also usually meet the external papers and agenda are provided to each Director in auditors separately at least twice a year without the advance of Board meetings so that the Directors can presence of the Chief Executive Officer and senior familiarise themselves with the matters prior to the Board management in order to have unfettered access to any meetings. Senior executives who can provide additional information that it may require. insights into matters to be discussed are requested to also attend the Board meetings so as to be at hand to provide clarifications and/or additional information. Board meetings are usually half-day affairs and include presentations by senior executives, external consultants and experts on strategic issues relating to specific business areas.

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The remuneration of Directors and staff of the Manager (B) Remuneration Matters is paid by the Manager, and not by CMT. The Board has carefully considered the remuneration policies and Procedures for Developing Remuneration practices of its holding company, CapitaMalls Asia Limited Policies (CMA), and believes that such policies and practices will Principle 7: provide the Manager with a transparent and adequate There should be a formal and transparent procedure remuneration policy. CMA has a remuneration committee for developing policy on executive remuneration and that determines and recommends to the CMA board for fixing the remuneration packages of individual of directors the framework of remuneration, terms of directors. No director should be involved in deciding engagement, compensation and benefits for senior his own remuneration. executives of CMA and its subsidiaries, which include the Chief Executive Officer and management. Level and Mix of Remuneration Principle 8: The remuneration of Directors for FY 2012 is shown in the table on page 89. The Chief Executive Officer does not The level and structure of remuneration should be receive Directors’ fees. Non-Executive Directors have no aligned with the long-term interest and risk policies service contracts with the Manager. They receive Directors’ of the company, and should be appropriate to attract, fees which are payable by way of cash and units in CMT retain and motivate (a) the directors to provide good (Units). The Manager believes that the payment of a stewardship of the company, and (b) key management portion of the Directors’ fees in Units will serve to align personnel to successfully manage the company. the interests of the Directors with that of Unitholders and However, companies should avoid paying more than CMT’s long-term growth and value. Such Directors’ fees is necessary for this purpose. comprise a basic retainer fee as a Director, an additional fee for serving on any of the Board committees and an Disclosure on Remuneration attendance fee for participation in meetings of the Board Principle 9: and any of the Board committees, project meetings and Every company should provide clear disclosure of its verification meetings. In determining the quantum of such remuneration policies, level and mix of remuneration, fees, factors such as frequency of meetings, time spent and the procedure for setting remuneration, in the and responsibilities of Directors are taken into account. The company’s Annual Report. It should provide disclosure in Chairman and members of the Audit Committee receive relation to its remuneration policies to enable investors additional fees to take into account the nature of their to understand the link between remuneration paid responsibilities and the greater frequency of meetings. to directors and key management personnel, and performance.

88 Realising Potential, Building A Decade of Excellence Directors’ Remuneration for FY 2012

Board Members FY 2012(1) FY 2011(1)(2) James Koh Cher Siang S$139,000(2) S$124,000 Liew Mun Leong (3)(17) S$119,000(2) S$107,000 Fong Kwok Jen (4) S$10,000(2) – Gay Chee Cheong (5) S$10,000(2) – Ho Chee Hwee Simon (6)(17) S$34,500(2) – Kee Teck Koon (7) S$68,000 S$78,000 Lee Khai Fatt, Kyle (8) S$14,000(2) – Lim Beng Chee (9)(17) S$62,167(2) S$69,700 Lim Tse Ghow Olivier (10)(17) S$58,500(2) S$69,000 Maj-Gen (NS) Ng Chee Khern (11) S$29,375 – Richard R. Magnus S$61,000(2) S$59,000 S. Chandra Das (12) S$45,500 S$53,000 James Glen Service (13) S$105,100 S$122,000 Tan Kian Chew S$51,000(2) S$54,000 Teoh Leong Kay, Danny (14) S$7,500(2) – David Wong Chin Huat (15) S$68,000 S$78,000 Tan Wee Yan, Wilson (16) – –

1 Inclusive of attendance fees of (a) S$2,000 (local director) and S$5,000 9 Lim Beng Chee resigned as a Non-Executive Director and ceased to be (foreign director) per meeting attendance in person, (b) S$1,700 per a member of the Executive Committee and the Investment Committee meeting attendance via tele-conference or video conference, and (c) with effect from 1 November 2012. S$1,000 per meeting attendance at project and verification meetings 10 Lim Tse Ghow Olivier resigned as a Non-Executive Director and ceased to subject to a maximum of S$10,000 per Director per annum. Directors’ be a member of the Corporate Disclosure Committee and the Executive fees are subject to the approval of the Manager’s shareholder. Committee with effect from 1 November 2012. 2 Each Non-Executive Director shall receive up to 20% of his Directors’ 11 Maj-Gen (NS) Ng Chee Khern was appointed as an Independent Non- fees in the form of Units in CMT (subject to rounding adjustments). The Executive Director with effect from 8 June 2012. All of the Directors’ fees remainder of the Directors’ fees shall be paid in cash. No new Units will payable to Maj-Gen (NS) Ng Chee Khern, a public officer, will be paid to be issued for this purpose as these Units will be paid by the Manager The Directorship & Consultancy Appointments Council. from the Units it holds in CMT. 12 S.Chandra Das resigned as an Independent Non-Executive Director with 3 Liew Mun Leong resigned as Deputy Chairman and Non-Executive Director effect from 1 November 2012. His Directors’ fees will be paid entirely in and ceased to be Chairman of the Executive Committee and a member cash. of the Corporate Disclosure Committee and the Investment Committee 13 James Glen Service resigned as an Independent Non-Executive Director with effect from 1 January 2013. and ceased to be the Chairman of the Audit Committee and a member 4 Fong Kwok Jen was appointed as an Independent Non-Executive Director of the Investment Committee with effect from 1 November 2012. His and a member of Audit Committee with effect from 1 November 2012. Directors’ fees will be paid entirely in cash. 5 Gay Chee Cheong was appointed as an Independent Non-Executive 14 Teoh Leong Kay, Danny was appointed as an Independent Non-Executive Director and a member of Audit Committee with effect from 1 November Director with effect from 1 November 2012. 2012. 15 David Wong Chin Huat resigned as an Independent Non-Executive 6 ho Chee Hwee Simon ceased to be the Chief Executive Officer and Director and ceased to be a member of the Audit Committee with effect Executive Director with effect from 1 July 2012 but remains as a Non- from 1 November 2012. His Directors’ fees will be paid entirely in cash. Executive Director and a member of the Investment Committee. He was 16 Tan Wee Yan, Wilson was appointed as the Chief Executive Officer and appointed as a member of the Corporate Disclosure Committee and the Executive Director with effect from 1 July 2012 and a member of the Executive Committee with effect from 1 November 2012. Executive Committee and the Investment Committee with effect from 7 Kee Teck Koon resigned as a Non-Executive Director and ceased to be 1 November 2012. a member of the Audit Committee with effect from 1 November 2012. 17 In respect of Directors who are employees of CapitaLand Limited and His Directors’ fees will be paid entirely in cash. CapitaMalls Asia Limited, the cash component of their Directors’ fees will 8 Lee Khai Fatt, Kyle was appointed as an Independent Non-Executive be paid to CapitaLand Limited and CapitaMalls Asia Limited respectively. Director, Chairman of the Audit Committee and a member of the Investment They will be entitled to retain the Units component of their Directors’ fees. Committee with effect from 1 November 2012.

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• monitoring the procedures in place to ensure (C) Accountability And Audit compliance with applicable legislation, the Listing Manual and the Property Funds Appendix. Audit Committee Principle 12: The Audit Committee is authorised to investigate any The Board should establish an Audit Committee with matter within its terms of reference. The Audit Committee written terms of reference which clearly set out its has full access to and co-operation of management and authority and duties. the internal auditors and has full discretion to invite any executive officers and employees to attend its meetings. The Audit Committee is established by the Board from The internal auditors and CMT’s external auditors have among the Directors of the Manager and comprises three unrestricted access to the Audit Committee. Reasonable members, all non-executive, all of whom are independent. resources have been made available to the Audit Committee to enable it to discharge its duties. The Manager is of the view that the Audit Committee members have the relevant expertise to discharge The Audit Committee meets CMT’s external auditors, the functions of an Audit Committee. The principal and with the internal auditors, without the presence of responsibilities of the Audit Committee under its terms management, at least twice annually. In its review of of reference include the following: the audited financial statements for FY 2012, the Audit Committee discussed with management and external • monitoring and evaluating the effectiveness of the auditors the accounting principles that were applied. Manager’s system of risk management and internal Based on the review and discussions with management controls (including financial, operational and compliance and the external auditors, the Audit Committee is of the controls and risk management policies and systems) view that the financial statements are fairly presented, through reviewing internal and external audit reports and conform to generally accepted accounting principles to ensure that where deficiencies in internal controls in all material aspects. The Audit Committee has also have been identified, appropriate and prompt remedial conducted a review of all non-audit services provided action is taken by management; by the external auditors during the financial year and is • reviewing the quality and reliability of information satisfied that the nature and extent of such services will prepared for inclusion in the financial reports and not prejudice the independence and objectivity of the approving the financial statements and the audit report external auditors. The aggregate amount of audit fees before recommending to the Board for approval; paid and payable to the external auditors for FY 2012 was • reviewing the adequacy and effectiveness of the S$373,540, of which audit fees amounted to S$362,540 internal audit function; and non-audit fees amounted to S$11,000. • monitoring the procedures established to regulate Interested Person Transactions (as defined below), Management closely monitors changes to accounting including ensuring compliance with Chapter 9 of the standards and other similar issues which may potentially Listing Manual on interested person transactions, have an impact on financial statements, and provides transactions between CMT and an ‘interested person’, the Audit Committee with relevant briefings and updates and the provisions of Appendix 6 of the CIS Code during quarterly Audit Committee meetings, at specially (Property Funds Appendix) relating to transactions convened sessions conducted by professionals or via between CMT and an ‘interested party’; circulation of Audit Committee papers. • reviewing the appointment and re-appointment of external auditors (including remuneration and terms of Audit Committee meetings are generally held after the engagement) before recommending them to the Board end of every quarter of each financial year. Five Audit for recommendation to Unitholders at each annual Committee meetings were held during 2012. general meeting and reviewing the adequacy of existing audits in respect of cost, scope and performance; The Manager confirms, on behalf of CMT, that CMT • reviewing the scope and results of the audit and its cost complies with Rule 712 and Rule 715 of the Listing Manual. effectiveness, and the independence and objectivity of the external auditors and non-audit services provided by the external auditors and confirming that they would not, in the Audit Committee’s opinion, impair the independence of the external auditors; and

90 Realising Potential, Building A Decade of Excellence Risk Management and Internal Controls to any proposed investment and a suitable determination is Principle 11: made as to whether the anticipated return on the proposed The Board is responsible for the governance of risk. investment is appropriate, having regard to the level of risk. The Board should ensure that Management maintains In addition, the Board requires that each major proposal a sound system of risk management and internal submitted to the Board for decision is accompanied by controls to safeguard shareholders’ interests and the a comprehensive risk assessment. company’s assets, and should determine the nature and extent of the significant risks which the Board The Board usually meets quarterly, or more often if is willing to take in achieving its strategic objectives. necessary, to review the financial performance of the Manager and CMT against a previously approved budget. Internal Audit The Board also reviews the risks to the assets of CMT Principle 13: and acts upon any comments by the auditors of CMT. The company should establish an effective internal In assessing business risk, the Board considers the audit function that is adequately resourced and economic environment and the property industry risk. The independent of the activities it audits. Board and its Investment Committee review and approve all investment decisions. Management meets regularly Effective risk management is a fundamental part of CMT’s to review the operations of the Manager and CMT and business strategy. Recognising and managing risk is discuss continuous disclosure issues. central to CMT’s businesses and in protecting Unitholders’ interests and value. CMT operates within overall guidelines The Manager has an established risk identification and and specific parameters set by the Board. Each transaction management framework for CMT and its subsidiaries is comprehensively analysed to understand the risks (CMT Group). The Manager proactively identifies and involved. Responsibility for managing risk lies initially with addresses risks in the CMT Group. The ownership of these the business unit concerned, working within the overall risks lies with the Chief Executive Officer and function strategy outlined by the Board. heads of the Manager with stewardship residing with the Board. The Audit Committee assists the Board to oversee The Manager’s focus on risk management recognises that management in the formulation, updating and maintenance risk management is, prima facie, an issue for management. of an adequate and effective risk management framework The risk management framework supports this focus but while the Board reviews the adequacy and effectiveness provides a structured context for management to undertake of the system of risk management and internal controls. a review of the past performance of, and to profile the current and future risks facing, its areas of responsibility. The Manager maintains a risk register which identifies This risk information is consolidated and used as key the material risks facing the CMT Group and the internal input into the corporate strategy sessions attended by controls in place to manage or mitigate those risks. The management and the Property Manager. Such sessions risk register is reviewed and updated regularly by the Chief are held regularly to review CMT’s strategic direction in Executive Officer and function heads of the Manager and detail, and include specific focus on the identification of is also reviewed annually by the Audit Committee and the key businesses and financial risks which could prevent Board. The Audit Committee will also review the approach CMT from achieving its objectives. Management is then taken in identifying and assessing risks and internal required to ensure that appropriate controls are in place controls in the risk register. Internal and external auditors to effectively manage those risks, and such risks and conduct audits that involve testing the effectiveness of controls are monitored by the Board on a regular basis. the material internal control systems in the CMT Group The internal audit plan is developed in conjunction with including testing, where practical, material internal controls the risk management programme and is focused on in areas managed by external service providers. Any ensuring the operation of internal controls and assessing material non-compliance or lapses in internal controls the effectiveness and efficiency of the control environment. together with proposed corrective measures by internal and external auditors are reported to the Audit Committee. The Manager has determined that significant risk for CMT The effectiveness of the measures taken by the Manager in will most likely arise when making property investment response to the issues noted by the internal and external decisions. Accordingly, the Manager has established auditors of the Manager is also reviewed by the Audit procedures to be followed when making such decisions. Committee. The system of risk management and internal In accordance with these procedures, the Board requires controls is continually being refined by the Manager, the comprehensive due diligence to be carried out in relation Audit Committee and the Board.

CapitaMall Trust | Report to unitholders 2012 91 Sustainability Corporate Governance

The Board has also received assurance from the Chief The Audit Committee reviews the internal audit reports Executive Officer and Head of Finance of the Manager that: and activities on an on-going basis. The Audit Committee also reviews and approves the annual internal audit plan (a) the financial records of the CMT Group have been with respect to CMT. The Audit Committee is of the view properly maintained and the financial statements give that the internal audit department is adequately resourced a true and fair view of the CMT Group’s operations to perform its functions and has, to the best of its ability, and finances; and maintained its independence from the activities that it audits.

(b) the risk management and internal control systems in place within the CMT Group are adequate and effective (D) Unitholder Rights and in addressing the material risks in the CMT Group in its current business environment including material Responsibilities financial, operational, compliance and information technology risks. Shareholder Rights Principle 14: Based on the framework established and the reviews Companies should treat all shareholders fairly and conducted by the internal and external auditors of the equitably, and should recognise, protect and facilitate Manager, the Board is of the opinion, with the concurrence the exercise of shareholders’ rights, and continually of the Audit Committee and the assurance from the Chief review and update such governance arrangements. Executive Officer and the Head of Finance of the Manager, that the system of risk management and internal controls Communication with Shareholders in place within the CMT Group are adequate and effective Principle 15: in addressing the material risks in the CMT Group in its Companies should actively engage their shareholders current business environment including material financial, and put in place an investor relations policy to operational, compliance and information technology risks. promote regular, effective and fair communication The Chief Executive Officer and the Head of Finance of with shareholders. the Manager have obtained similar assurances from the function heads of the Manager. Conduct of Shareholder Meetings Principle 16: The system of risk management and internal controls Companies should encourage greater shareholder established by the Manager provides reasonable, but participation at general meetings of shareholders, and not absolute, assurance that the CMT Group will not be allow shareholders the opportunity to communicate significantly affected by any event that can be reasonably their views on various matters affecting the company. foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of risk The Listing Manual requires that a listed entity disclose to management and internal controls can provide absolute the market matters that could, or might be expected to, assurance in this regard, or absolute assurance against have a material effect on the price of the entity’s securities. poor judgement in decision making, human error, losses, In line with CMT’s disclosure obligations, the Board’s fraud or other irregularities. policy is to inform Unitholders, in a timely manner, of all major developments that impact CMT. During the year, The Manager has in place an internal audit function a continuous disclosure process was in place to ensure supported by CMA’s Internal Audit Department (CMA that compliance with such obligations was constantly IA) which reports directly to the Audit Committee and adhered to. administratively to the Chief Executive Officer. CMT believes in regular, effective, unbiased and To ensure that the internal audits are performed effectively, transparent communication with Unitholders. The Manager CMA IA recruits and employs suitably qualified professional communicates information on CMT to Unitholders and staff with the requisite skill sets and experience. the investment community through announcements that are released to the SGX-ST via SGXNET. Such CMA IA provides training and development opportunities announcements include the quarterly and full-year for its staff to ensure their technical knowledge and skill results, material transactions and other developments sets remain current and relevant. relating to the CMT Group requiring disclosure under the corporate disclosure policy of the SGX-ST.

92 Realising Potential, Building A Decade of Excellence Our Investor Relations and Communications team actively Index, GPR 250 REIT Singapore Index, Morgan Stanley engages our Unitholders, analysts, fund managers and Capital International (MSCI) Singapore Standard, MSCI the media via: World Standard Index, Standard and Poor’s (S&P) Global BMI, S&P Global Property Index and S&P Global REIT • media and analysts’ briefings (with ‘LIVE’ webcast index – all of which are widely tracked and referred to by available for viewing on CMT’s website); international fund managers as performance benchmarks • one-on-one/group meetings or conference calls, investor in the selection and monitoring of investments. luncheons, local/overseas roadshows and conferences; • annual reports; With a majority of Units held by institutional investors, • press releases on major developments of CMT; the Manager considers meetings with local and foreign • notices of, and explanatory memoranda for, annual fund managers an integral part of investor relations. general meetings (AGMs) and extraordinary general During the year under review, the Manager met with meetings (EGMs); and institutional investors from Singapore, Hong Kong, Japan, • CMT’s website at www.capitamall.com (an email the United Kingdom, the United States, various European alert option is available to subscribers who wish to countries and Australia. These meetings and roadshows be notified of newly posted announcements, press with investors enabled the Manager to update potential and releases, presentations and publications). During the current Unitholders on CMT’s significant developments and ‘LIVE’ webcasts of media and analysts’ briefings, its medium- to long-term strategies. CMT also participated viewers are also given the opportunity to send in in various local and overseas conferences as part of its their queries online. The queries received are usually efforts to build interest in the Singapore REIT market. responded to by the Manager during the webcast’s The Manager will continue to pursue opportunities to question and answer segment, time permitting. The educate and keep retail investors informed of the latest Manager will then separately address the queries not developments in the Singapore REIT industry, through addressed during the webcast. relevant seminars and conferences.

As part of the Manager’s continuous efforts to reach out CMT’s AGM was held on 12 April 2012 which allowed to retail investors, the Manager participated in the SIAS’ Unitholders a forum to communicate their views and Corporate Profile & Investment Seminar in March 2012 interact with members of the Board and the Manager’s and the SIAS’ Singapore Investment Week in August 2012. senior management. The events provided opportunities for retail participants to interact and engage with senior management and better As part of the Manager’s proactive corporate governance understand the Manager’s growth strategies for CMT. approach, the Manager has adopted a formal investor relations policy to ensure that Unitholders and the CMT is the only Singapore REIT included in the Straits investment community are provided with pertinent and Times Index (STI), the primary Singapore equity market timely information about the CMT Group, to enable barometer. It is also included in other key indices such Unitholders to exercise their rights in an informed manner as the FTSE4Good Global Index, FTSE/ASEAN Index, and to allow Unitholders and the investment community FTSE European Public Real Estate Association (EPRA)/ to engage actively with CMT and the Manager. This policy NAREIT Global Real Estate Index, FTSE STI, FTSE Straits has been approved by the Board and can be accessed Times All Share Index, FTSE ST Financials Index, FTSE ST on CMT’s website under the ‘Investor Relations’ section. Real Estate Index, FTSE ST REIT Index, Global Property Research (GPR) General Index, GPR General ex-US Unitholders and potential stakeholders also have 24-hour Index, GPR General Far East Index, GPR General Far East access to CMT’s website for information on CMT’s major ex-Japan Index, GPR General Singapore Index, GPR developments, property descriptions, announcements General Quoted Index, GPR General Quoted ex-US Index, and other corporate information. GPR General Quoted Far East Index, GPR General Quoted Far East ex-Japan Index, GPR General Quoted Singapore CMT’s unit price information (20 minutes lag-time) is also Index, GPR 250 Index, GPR 250 ex-US Index, GPR 250 made available on the website. In addition, the public can Asia Index, GPR 250 Asia ex-Japan Index, GPR 250 Asia pose questions via a dedicated ‘Ask Us’ email address, and Pacific Index, GPR 250 Asia Pacific ex-Japan Index, GPR have their queries addressed accordingly. Also available 250 South-Eastern Asia Index, GPR 250 Singapore Index, on the website is an archive of CMT’s announcements, GPR 250 REIT Index, GPR 250 REIT ex-US Index, GPR press releases, annual reports and operational details. The 250 REIT Asia Index, GPR 250 REIT Asia ex-Japan Index, latest information is posted on the website as soon as it GPR 250 REIT Asia Pacific Index, GPR 250 REIT Asia is released to the SGX-ST via SGXNET and the media. Pacific ex-Japan Index, GPR 250 REIT South-Eastern Asia

CapitaMall Trust | Report to unitholders 2012 93 Sustainability Corporate Governance

The Manager supports the principle of encouraging • transactions (either individually or as part of a series effective Unitholder participation and voting at general or if aggregated with other transactions involving the meetings. All Unitholders are sent a copy of the CMT same interested person during the same financial year) Annual Report prior to the AGM. As and when an EGM equal to or exceeding 3.0%, but below 5.0% of CMT’s is to be held, each Unitholder is sent a copy of a circular net tangible assets, will be subject to the review and which contains details of the matters to be proposed for approval of the Audit Committee; Unitholders’ consideration and approval. Notices for the • transactions (either individually or as part of a series or general meetings of Unitholders setting out all items of if aggregated with other transactions involving the same business to be transacted at the general meeting, are interested person during the same financial year) equal to also announced on SGXNET. Members of the Board, the or exceeding 5.0% of CMT’s net tangible assets will be Manager’s senior management and the external auditors reviewed and approved by the Audit Committee which of CMT are in attendance at such general meetings, and may as it deems fit request advice on the transaction from Unitholders are given the opportunity to air their views independent sources or advisors, including the obtaining and ask questions regarding the matters to be tabled of valuations from professional valuers. Further, under the at the general meetings. Resolutions put to the general Listing Manual and the Property Funds Appendix, such meeting are separate unless they are interdependent transactions would have to be approved by Unitholders and linked, and the reasons and material implications at a meeting of Unitholders; and are explained. Voting at general meetings is conducted • the Audit Committee’s approval shall only be given by way of a poll. The chairman of the meeting, with if the transactions are on arm’s length commercial the assistance of our staff and service providers, will terms and consistent with similar types of transactions brief Unitholders to familiarise them with the detailed undertaken by the Trustee with third parties which are procedures involved in conducting a poll, and the result unrelated to the Manager. of the poll will be announced after the general meeting via SGXNET. Minutes of general meeting will be made Where the Trustee enters into transactions for and on available to Unitholders at their request. A Unitholder is behalf of CMT with an interested person of the Manager, allowed to appoint one or two proxies to attend and vote the Trustee is required to ensure that such transactions at the general meetings in his/her stead. are conducted on normal commercial terms and are not prejudicial to the interests of CMT and Unitholders, and in accordance with the applicable requirements of the (E) Additional Information Listing Manual and/or the Property Funds Appendix.

Further, the Trustee has the ultimate discretion under Dealings with Interested Persons the Trust Deed to decide whether or not to enter into an Interested Person Transaction. If the Trustee is to enter into Review Procedures for Interested Person Transactions an Interested Person Transaction, the Trustee will review In general, the Manager has established internal control such transaction to ensure that it complies with applicable procedures to ensure that all future transactions involving requirements under the Listing Manual, the Property Funds the Trustee and a related party of the Manager (Interested Appendix (in each case, as may be amended from time Person Transactions) are undertaken on an arm’s length to time) as well as any other applicable guidelines which basis and on normal commercial terms, which are generally may from time to time be prescribed by the SGX-ST, the no more favourable than those extended to unrelated MAS or other relevant authority. third parties. In respect of such transactions, the Manager would have to demonstrate to the Audit Committee that Role of the Audit Committee for Interested Person the transactions are undertaken on normal commercial Transactions terms which may include obtaining (where practicable) The Manager’s internal control procedures are intended to quotations from parties unrelated to the Manager, ensure that Interested Person Transactions are conducted or obtaining valuations from independent valuers (in at arm’s length and on normal commercial terms, and are accordance with the Property Funds Appendix). not prejudicial to Unitholders’ interests. The Manager maintains a register to record all Interested Person In addition, the following procedures are generally followed: Transactions which are entered into by CMT (and the basis, including the quotations obtained to support such • transactions (either individually or as part of a series basis, on which they are entered into). All Interested Person or if aggregated with other transactions involving the Transactions are subject to regular periodic reviews by same interested person during the same financial year) the Audit Committee, which in turn obtain advice from equal to or exceeding S$100,000 in value, but below CMA IA, to ascertain that the guidelines and procedures 3.0% of CMT’s net tangible assets, will be subject to established to monitor Interested Person Transactions, review and approval by the Audit Committee;

94 Realising Potential, Building A Decade of Excellence including the relevant provisions of the Listing Manual with an affiliate of the Manager, and the Trustee may and the Property Funds Appendix, as well as any other take such action as it deems necessary to protect the guidelines which may from time to time be prescribed by rights of Unitholders and/or which is in the interests the SGX-ST, the MAS or other relevant authority, have been of Unitholders. Any decision by the Manager not to complied with. The review includes an examination of the take action against an affiliate of the Manager shall nature of the transaction and its supporting documents not constitute a waiver of the Trustee’s right to take or such other information deemed necessary by the such action as it deems fit against such affiliate; and Audit Committee. If a member of the Audit Committee • at least one-third of the Board should comprise has an interest in a transaction, he is to abstain from Independent Directors. participating in the review and approval process in relation to that transaction. In addition, the Trustee also reviews In addition, the Directors and executive officers of the such audit reports to ascertain that the Property Funds Manager are expected to act with integrity and honesty Appendix have been complied with. at all times.

Details of all Interested Person Transactions (equal to Additionally, the Trustee has been granted a right of first or exceeding S$100,000 each in value) entered into by refusal by CMA over all retail income-producing properties CMT during the financial year are disclosed on page 217. located in Singapore with certain specified characteristics which may in the future be identified and targeted for Dealing with Conflicts of Interest acquisition by CMA or any of its subsidiaries. The following principles and procedures have been established to deal with potential conflicts of interest Under the Trust Deed, in respect of voting rights where the which the Manager (including its Directors, executive Manager would face a conflict between its own interests officers and employees) may encounter in managing CMT: and that of Unitholders, the Manager shall cause such voting rights to be exercised according to the discretion • the Manager will be a dedicated manager to CMT and of the Trustee. will not manage any other REIT or be involved in any other real property business; Dealings in Securities • all executive officers of the Manager will be employed The Manager has voluntarily issued guidelines to its by the Manager; Directors and employees which prohibit them from dealing • all resolutions at meetings of the Board in relation in Units while in possession of material unpublished price to matters concerning CMT must be decided by a sensitive information and during the periods commencing: majority vote of the Directors, including at least one (i) two weeks before the release of CMT’s quarterly results Independent Director; and (ii) one month before the release of CMT’s full-year • in respect of matters in which CapitaLand Limited results, to the date of the release of the relevant results (CapitaLand) and/or its subsidiaries (including to the SGX-ST via SGXNET. Under these guidelines, CMA) have an interest, whether direct or indirect, Directors and employees have been directed to refrain any nominees appointed by CapitaLand and/or its from dealing in Units on short-term considerations. They subsidiaries (including CMA) to the Board will abstain are also made aware of the applicability of the insider from voting; trading laws at all times. • 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 (F) Code Of Business Conduct Trustee for and on behalf of CMT with an affiliate of the Manager, the Manager shall be obliged to consult The Manager adheres to an ethics and code of business with a reputable law firm (acceptable to the Trustee) conduct policy which deals with issues such as which shall provide legal advice on the matter. If the confidentiality, conduct and work discipline, corporate gifts said law firm is of the opinion that the Trustee, on and concessionary offers. Clear policies and guidelines behalf of CMT, has a prima facie case against the on how to handle work place harassment and grievances party allegedly in breach under such agreement, the are also in place. Manager is obliged to pursue the appropriate remedies under such agreement. The Directors have a duty to All employees of the Manager have each been given a ensure that the Manager complies with the aforesaid. printed employee handbook which sets out these policies Notwithstanding the foregoing, the Manager shall clearly. inform the Trustee as soon as it becomes aware of any breach of any agreement entered into by the Trustee

CapitaMall Trust | Report to unitholders 2012 95 Sustainability Corporate Governance

The Manager believes that the policies it has implemented The aim of the whistle-blowing policy is to encourage the help to detect and prevent occupational fraud mainly in reporting of such matters in good faith, with the confidence three ways. that employees or external parties making such reports will be treated fairly, and to the extent possible, be protected First, the Manager offers fair compensation packages to from reprisal. On an ongoing basis, the whistle-blowing its employees, based on practices of pay-for-performance policy is covered during periodic communications to and promotion based on merit, which minimise negative employees to promote fraud awareness. financial pressures on them. The Manager also provides various healthcare subsidies and financial assistance Anti-Money Laundering and Terrorist schemes to alleviate the common financial pressures its Financing employees face. As a holder of a Capital Markets Services licence issued by the MAS, the Manager abides by the MAS’ guidelines Second, clearly documented policies and work procedures on the prevention of money laundering and countering incorporate internal controls which ensure that adequate the financing of terrorism. Under these guidelines, the checks and balances are in place. Periodic audits are main obligations of the Manager are: also conducted to evaluate the efficacy of these internal controls. • customer due diligence; • suspicious transaction reporting; Finally, the Manager seeks to build and maintain the right • record keeping; organisational culture through its core values, educating • employee hiring; and its employees on good business conduct and ethical • staff training. values. The Manager’s zero tolerance stance against all types of fraud is also regularly communicated at staff The Manager has developed and implemented a policy on communication sessions. the prevention of money laundering and terrorist financing and is alert at all times to suspicious transactions. Where Anti-Corruption and Bribery Policy there is a suspicion of money laundering or terrorist The Manager adopts a strong stance against corruption and financing, the Manager performs thorough due diligence bribery. In addition to clear guidelines and procedures for checks on its counterparties in order to ensure that it the giving and receipt of corporate gifts and concessionary does not enter into business transactions with terrorist offers, all employees of the Manager are required to make suspects or other high risk persons or entities. Suspicious a declaration on an annual basis where they pledge to transactions are also reported to the Suspicious Transaction uphold CMA’s core values and not to indulge in any corrupt Reporting Office of the Commercial Affairs Department. or unethical practices. The Manager believes that such an In addition, due diligence checks are conducted on initiative serves as a reminder to all employees to maintain Unitholders by the Central Depository (Pte) Limited (CDP) the highest standards of integrity in their work and business and the stock brokerages with whom the Unitholders dealings. The Manager’s stance against corruption and open trading accounts to trade in Units or shares. The bribery is frequently reiterated by Management during its CDP is a wholly owned subsidiary of Singapore Exchange regular staff communication sessions as well. Limited. Likewise, when placements of Units are made, the placement agents would be the stock brokerages The Manager’s zero tolerance policy towards corruption who would place the Units with their account holders. and bribery extends to its dealings with third party service providers and vendors. Pursuant to such policy, the Under this policy, the Manager must retain all relevant Manager usually requires that all agreements with third records or documents relating to business relations with party service providers and vendors incorporate a robust its customers or transactions entered into for a period anti-corruption clause. of at least five years following the termination of such business relations or the completion of such transactions. Whistle-blowing Policy Whistle-blowing policies and procedures are put in place All prospective employees of the Manager are also to provide employees of the Manager and parties with screened against various lists of terrorist suspects issued official dealings with CMT with well defined, accessible by the MAS. Periodic training is provided by the Manager and trusted channels to report suspected fraud, corruption, to its licensed representatives to ensure they are updated dishonest practices or other impropriety in the workplace, and aware of applicable anti-money laundering and and for the independent investigation of any reported terrorist financing regulations, the prevailing techniques incidents and appropriate follow up action. and trends in money laundering and terrorist financing and the measures adopted by the Manager to combat money laundering and terrorist financing.

96 Realising Potential, Building A Decade of Excellence Investor & Media Relations

We are committed to providing the investment and media General information on CMT including annual reports, communities with timely and transparent information on property portfolio details and investor presentations are CMT’s business and performance. updated regularly on the corporate website for investors and the general public. All news releases and legal The Manager of CMT frequently meets existing and potential announcements are also available on the Singapore investors and analysts at one-on-one or group meetings, Exchange Securities Trading Limited (SGX-ST) website. local and overseas conferences and roadshows. In 2012, Mall tours are occasionally conducted for analysts, investors we met or held conference calls with about 350 institutional and journalists who are keen to visit CMT’s properties to investors globally and took part in investor conferences better understand the performance of the various malls and and roadshows in Singapore, Hong Kong and Japan. the asset enhancement initiatives which were completed. We are also increasingly engaging in dialogue with our growing base of debt investors, given CMT’s diversified As part of our proactive corporate governance efforts and sources of debt funding. In March 2012, we participated in line with the Monetary Authority of Singapore’s revised in ‘CapitaLand Group Debt Investor Day’ which was well Code of Corporate Governance, in December 2012, we attended by more than 100 debt investors. put in place an investor relations policy to promote regular, effective and fair communication with Unitholders. The We made conscious efforts to engage more retail investors detailed policy can be located on CMT’s corporate website as well, through large group seminars. During the year, we under the ‘Investor Relations’ section. participated in a corporate profile seminar and ‘Singapore Investment Week’ seminar organised by the Securities In November 2012, we successfully raised gross proceeds of Investors Association (Singapore) (SIAS) to educate retail approximately S$250.0 million through a private placement investors on CMT’s investment proposition. The audiences of 125.0 million new units, which was fully subscribed. had the opportunity to ask questions and communicate The new units were issued to more than 60 existing and with Chief Executive Officer, Wilson Tan, at these seminars. new institutional investors from Asia, the United States Currently, 22 local and foreign brokerage firms have research and Europe, further diversifying CMT unitholders’ base. coverage on CMT.

Approximately 13,000 registered Unitholders owned CMT Investor Relations and Corporate units as at 31 December 2012. About 58.77% of the units were held by institutional investors with CapitaMalls Asia Governance Awards in 2012 Limited (CMA) owning another 27.57% of the units while retail investors constitute the remaining 13.66% as at Singapore Corporate Awards 2012 31 December 2012. Investors from Singapore (excluding • Gold Award, ‘Best Investor Relations’, REITS & Business CMA’s stake), North America and Hong Kong held the largest Trusts category portions of unitholdings in CMT at 14.58%, 13.26% and • Gold Award, ‘Best Annual Report’, REITS & Business 12.32% respectively. Investors from Europe, Australia and Trusts category other parts of Asia accounted for the rest of the unitholdings. Securities Investors Association (Singapore) Combined analyst and media results briefings are held every Investors’ Choice Award 2012 six months to provide updates on CMT’s half-year and full- • Winner, ‘Singapore Corporate Governance Award’, year financial and operational performance. The briefings REITs category are webcast ‘LIVE’ and viewers of the webcasts can send • Runner-up, ‘Most Transparent Company’, REITs & in questions online to be addressed by the management Business Trusts category team on the spot. In line with our commitment to deliver • Brendan Wood International - SIAS TopGun CEO accurate, timely and transparent information to Unitholders Designation Award for Wilson Tan, Chief Executive and the general public, financial results announcements Officer are made within 19 days from the end of each quarter. IR Magazine South East Asia Awards 2012 In addition, annual general meetings (AGM) and extraordinary • Certificate of Excellence in Investor Relations general meetings (EGM) provide important channels for communication between the management and Unitholders. CMT convened its third AGM in April 2012 with Unitholders approving all resolutions tabled at the event. Voting for all the AGM resolutions were conducted via polls.

CapitaMall Trust | Report to unitholders 2012 97 Investor & Media Relations

Investor Relations & Media Calendar Unitholders’ Enquiries 2012 If you have any enquiries or would like to find out more about CMT, please contact: 1st Quarter • Media & Analysts’ Results Briefing cum ‘LIVE’ Webcast The Manager for Full Year 2011 Results Ms Jeanette Pang Investor Relations • Post-Full Year 2011 Results Investors’ Lunch hosted by Credit Suisse Mr Lim Seng Jin • CapitaLand Group Debt Investor Day 2012 (Singapore) Corporate Communications • Bank of America Merrill Lynch ASEAN Conference (Singapore) Tel: (65) 6536 1188 • SIAS Corporate Profile Seminar for Retail Investors Fax: (65) 6536 3884 (Singapore) Email: [email protected] Website: www.capitamall.com

2nd Quarter Unit Registrar • Annual General Meeting Boardroom Corporate and Advisory Services Pte. Ltd. • Post-1Q 2012 Results Investors’ Lunch hosted by HSBC 50 Raffles Place • UBS Non-deal Roadshow (Hong Kong) #32-01 Singapore Land Tower • Citi Asia Pacific Property Conference (Singapore) Singapore 048623 • dbAccess Asia Conference (Singapore) Tel: (65) 6536 5355 Fax: (65) 6536 1360 • Daiwa Non-deal Roadshow (Japan) Website: www.boardroomlimited.com

3rd Quarter For depository-related matters such as change of • Media & Analysts’ Results Briefing cum ‘LIVE’ Webcast details pertaining to Unitholders’ investment records, for Half Year 2012 Results please contact: • Post-Half Year Results Investors’ Lunch hosted by Macquarie The Central Depository (Pte) Limited 4 Shenton Way • SIAS’ Singapore Investment Week (Singapore) #02-01 SGX Centre 2 • Macquarie ASEAN Conference (Singapore) Singapore 068807 Tel: (65) 6535 7511 4th Quarter Fax: (65) 6535 0775 • Post-3Q 2012 Results Investors’ Lunch hosted by CLSA Email: [email protected] • Morgan Stanley Asia Pacific Summit (Singapore) Website: www.sgx.com/cdp

Financial Calendar

2012 2013 (Tentative) First Quarter Results Announcement 18 Apr 2012 Apr 2013 First Quarter Distribution to Unitholders 30 May 2012 May 2013 Second Quarter Results Announcement 18 Jul 2012 Jul 2013 Second Quarter Distribution to Unitholders 29 Aug 2012 Aug 2013 Third Quarter Results Announcement 19 Oct 2012 Oct 2013 Third Quarter Distribution to Unitholders 29 Nov 2012 Nov 2013 Full Year Results Announcement 18 Jan 2013 Jan 2014 Final Distribution to Unitholders 28 Jan 20131 and 28 Feb 2013 Feb 2014

1 Advanced distribution for the period from 1 October 2012 to 29 November 2012 due to the private placement in November 2012.

98 Realising Potential, Building A Decade of Excellence Tenant Spotlight

Cold Storage Staying Fresh Through the Century Cold Storage lays claim to being one of the oldest corporate icons in Singapore, starting off humbly in 1903 as a small depot storing and selling mainly frozen meat from Australia. It is now one of Singapore’s largest supermarket operators and is run by the Dairy Farm Group, which also manages other supermarket chains such as Market Place, Jasons the Gourmet Grocer, Giant and Shop N Save.

Mr Victor Chia, Chief Executive Officer of Dairy Farm Singapore (Food), believes that Cold Storage’s ability to stay relevant in the past 100 years is largely due to its commitment to its ‘Customer First’ mindset, together with management and staff’s passion and commitment in constantly introducing new store concepts and innovations that set clear industry standards and new product offerings. Mr Victor Chia, Chief Executive Officer of Dairy Farm Singapore

1. how does Cold Storage differentiate itself from to our customers. This initiative was developed based competitors? on feedback from customers, especially those who are in We brand ourselves as ‘the fresh food people’ and we are the rush for time and appreciate the quick option of fast committed to ensuring that our customers get the freshest checkout using these machines. and best quality food possible. As this is our unique selling proposition, to ensure the freshness of our produce, in Cold Storage was also the first supermarket in Singapore 1999, we started a Fresh Food Distribution Centre, a to offer online grocery shopping service through its website composite multi-temperature warehousing in Singapore in 1997. With a more technologically savvy population, this for fresh and frozen food distribution and became the first service has been very well received and continues to grow supermarket retailer in Singapore to put a fully integrated as it is a welcome convenient alternative to customers system in place to ensure cold chain distribution system who want to shop without having to leave the comfort of from supply chain to store level to ensure the safe handling their homes. of perishable items. In June 2012, we were also the first supermarket to offer In addition, Cold Storage also achieved many other a mobile phone application which allows shoppers to ‘firsts’ in the Singapore retail industry such as – first browse through the weekly promotions and shop for supermarket to receive the CASE TRUST mark in 1998 their groceries on the go. In the past year, we also started to distinguish companies that receive a high degree of offering customers an alternative way to shop by scanning consumer confidence and first supermarket to receive QR codes with their smartphones. The products that are MUIS certification for a designated Halal certified service ordered online will then be delivered to their homes. corner in its supermarkets. We were also one of the pioneers to be awarded the Food Safety Partnership launched in 3. Given that there are already more than 50 Cold Singapore by Agri-Food & Veterinary Authority in 2003 in Storage supermarkets in operation currently, do recognition of our commendable food safety assurance you think that the local market is saturated? and consumer education efforts in Singapore. We believe that the Singapore market still offers opportunities for us to expand the business, as the population continues We also constantly push new frontiers by introducing new to grow in the long run. It is all about convenience. Many store concepts such as Market Place and Jasons. These people are time-strapped these days and they would prefer are full service high-end gourmet stores that carry a wide to shop at convenient locations near to their homes and range of international high-quality product selections to workplaces. cater to the discerning needs of the well-travelled gourmand. 4. how has partnering with CapitaMall Trust helped 2. how has Cold Storage adapted to this era of Cold Storage to grow? electronic commerce? I must say that we have a very cordial partnership with the At Cold Storage, we always believe in staying ahead by team at CapitaMall Trust all these years. They have been leveraging on technological advancements where feasible. professional and open in their regular communications This goes way back to 1992 when we introduced bar codes with us. They are also very experienced in planning the and scanning systems in our outlets to facilitate and speed layouts of their malls such that shopper traffic circulation up the checkout process for our customers. within the mall is usually very smooth. We look forward to a continuous fruitful and synergistic partnership with We were also the pioneer in introducing the self-checkout CapitaMall Trust in providing all our customers with a machines in our key stores to offer added convenience pleasant and enhanced shopping experience.

CapitaMall Trust | Report to unitholders 2012 99 Tenant Spotlight

3. how has Courts’ business experience in Singapore Courts helped in its overseas expansion? Courts has an operating history that spans more than 35 Courting Customer Loyalty years in Singapore and more than 25 years in Malaysia. Mr Terry O’Connor, the Chief Executive Officer of Courts We believe that Courts can leverage on the successes Asia Limited (Courts), is not resting on his laurels in driving that we have had in Singapore and Malaysia to tap into the group on to its next growth phase. Courts is a leading opportunities in Indonesia, which is still under-penetrated. electrical and information technology products and furniture For instance, we are able to test new ideas and products retailer in Singapore and Malaysia and is aiming to break in Singapore and gauge consumers’ responses before into the Indonesian market by 2014. rolling them out to other markets.

Mr O’Connor who has been working for the group for almost To expand into overseas markets, establishing and building two decades, believes the key to this is to build a large and a strong brand identity becomes essential. In this respect, loyal customer base by offering quality products coupled we are proud that the Courts brand resonates strongly with with solutions at affordable prices. In Singapore, the group the local consumers and we will continue to innovate to has 13 stores, the majority of which are strategically located ensure the brand remains relevant. in suburban shopping malls or in stand-alone locations in suburban catchment areas, where there are relatively high 4. how has partnering with CapitaMall Trust helped population densities and easy access to public transport. Courts to grow? To raise funds for its expansion, Courts has relisted on Our partnership with CapitaMall Trust is a long-standing Singapore’s main board in October 2012 after being relationship that goes back more than a decade ago. This privatised a few years ago. working relationship is built on trust, friendship and mutual 1. has the listing of Courts on the Singapore respect. Both Courts and CapitaMall Trust collaborate well Exchange in October 2012 changed the way you on marketing and advertising and promotional events, as we recognise the value of creating a win-win culture if we operate the business? want the partnership to produce true business benefits. The public listing has not changed the way we operate the business since the group has been publicly listed The partnership has also provided Courts with the before. We already have a good corporate governance opportunity to access good store locations in Singapore. structure in place, together with an effective internal audit process, even before this listing. Nonetheless, we now have to actively engage and communicate with a wider set of stakeholders including shareholders and the investment community. Besides having to comply with financial reporting requirements, we also have to strive to meet certain levels of performance targets that we have publicly announced in order to answer to our stakeholders.

The bulk of the proceeds from listing will be used for our expansion plans in Indonesia. We also plan to enlarge our footprint in our key markets. Subject to market conditions, we are looking to open an average of one store a year in Singapore and an average of six stores a year in Malaysia over the next two to three years.

2. how does Courts differentiate itself from competitors? We have the broadest product offerings for home furnishing and electronics needs, which is complemented by our solutions offerings, such as Dr Digital. We are also aggressive where pricing is concerned. Most importantly, to us, the customer must always come first in everything we do and we seek to provide service beyond customer expectations. For instance, we have flexible exchange policies and offer in-house credit facilities. Our ‘Courts Flexi Schemes’ allow Mr Terry O’Connor, Chief Executive Officer of Courts participating customers the flexibility of paying for their purchases by installments over a period of up to 60 months. Given the readiness of the consumers to shop online, we have also launched an ‘eCourts’ online sales platform that offers shoppers an alternative shopping experience in their comfort of their homes.

100 Realising Potential, Building A Decade of Excellence the weather is usually hot and humid, people do not really Japan Foods Holdings Ltd. like to walk outdoors very much and they tend to prefer to spend time in the air-conditioned malls. Blending Business Acumen with Ramen In 1997, Japan Foods Holding Ltd. (Japan Foods) opened its 3. Do you think the customer is always right? first Ajisen Ramen restaurant at Bugis Junction, Singapore, We value our consumers’ opinions greatly. If they provide after securing franchise rights of the brand. The company feedback, we study it and examine ways to improve our has since gone from strength to strength and as at food and service. With more and more Singapore consumers 30 September 2012, Japan Foods, together with its sub- becoming more quality-conscious about Japanese food, franchisees and franchisee, operate a total of 53 restaurants we need to adapt to these changing trends and keep under various brands in Singapore, Malaysia and Indonesia. innovating all the time.

Its other franchise brands from Japan include ‘Aoba’, 4. how has partnering with CapitaMall Trust helped ‘Botejyu’ and ‘Menya Musashi’. The company has also Japan Foods to grow? developed its own food & beverage (F&B) brands such The first shop for a new-to-market brand is very critical as ‘Aji Tei’, ‘Fruit Paradise’, ‘Tokyo Walker’ and ‘Japanese and we are happy that we had the opportunity to work with Gourmet Town’. CapitaMall Trust right from the start of our business more than 10 years ago. Currently, more than half of our retail According to Mr Takahashi Kenichi, the Executive Chairman units in Singapore are located in CapitaMall Trust’s malls. and Chief Executive Officer of Japan Foods, who has more than 10 years of experience in the F&B industry in Singapore, Japan Foods’ multi-brand concept has served them well and will continue to be one of their key strategies for growth.

1. With eight different restaurant brands under its management in Singapore, how does Japan Foods ensure that each of the restaurant brands has its own unique positioning? There are many types of Japanese cuisine such as ramen, sushi, sukiyaki and Japanese pancake. As our focus is on Japanese food, we seek to bring in some of these delectable cuisines to Singapore and present them in an innovative manner. For instance, as part of our efforts to refresh and reinvigorate dining concepts to cater to consumers’ changing tastes, we have opened ‘Osaka Ohsho’ restaurant in Raffles City Shopping Centre in November 2012. This ‘Osaka Ohsho’ brand had started off in Japan as a gyoza specialist shop in 1969 and currently has over 300 outlets operating in Japan.

Each of the brands that we introduced has a different Mr Takahashi Kenichi, Executive Chairman and Chief Executive positioning to enable us to cater to wider consumer Officer of Japan Foods segments. We seek to provide different branding experiences through factors such as retail store design, price points and taste, and yet stay relevant in the Singapore F&B market.

2. how has Japan Foods’ business experience in Singapore helped in its overseas expansion? We know that it is important to adapt our various food offerings to local taste buds. For example, we adjust the levels of oil, salt and spices for different markets with different taste preferences. We also learned that certain retail locations are more favoured in different markets. For instance, in places such as Singapore and Malaysia where

CapitaMall Trust | Report to unitholders 2012 101 Meeting our Shoppers

JCube

Alan and friends What did you do at the mall today? We are here to skate! How often do you come here? Once a week. What do you like about the mall? The ice rink and the food here. What do you think about the mall? Awesome!

Raffles City Singapore

Gary What did you do at the mall today? Made some purchases at Marks & Spencer. How often do you shop here? Weekly. What do you like about the mall? Convenient, centrally located and near my workplace. What are your favourite stores? Marks & Spencer and Harvey Norman.

Bugis+

Xiaowan and Lixuan What did you buy today? A dress and some tops. How often do you shop here? At least twice a week. What do you think about the mall? Good location and it is close to our school. What are your favourite stores here? Sephora.

Bukit Panjang Plaza

Edmund and son What did you do at the mall today? We are here for dinner. How often do you visit this mall? Two or three times a week. What do you like about the mall? Convenient location, easy access to food and groceries. What are your favourite stores here? NTUC.

102 Realising Potential, Building A Decade of Excellence Plaza Singapura

Mike and family What did you do at the mall today? We had lunch here. How often do you shop at this mall? About twice a month. What do you think about the mall? Interesting concept. More kid-friendly activities will be good. What are your favourite stores here? Gap and Hifumi restaurant.

Rivervale Mall

Shubashini What did you buy today? Houseware, stationery and gifts. What else did you do at the mall today? I had lunch here. How often do you shop at this mall? Twice or thrice a week. What do you like about the mall? Daiso! And the variety of shops.

Junction 8

Alan and family What did you buy today? Children’s shoes from Bata and an air fryer from Best Denki. How often do you shop here? At least twice a month. What do you think about the mall? Convenient and located close to home and MRT station. Mall has a fresh new look after undergoing recent revamp.

Clarke Quay

Geoffrey and Steve Where did you hang out today? Having dinner at Verve Pizza. How often do you visit here? Once or twice a month. What do you like about Clarke Quay? Diversity! It’s great to meet so many different people from so many different places all in one area. What are your favourite outlets here? Marrakesh and Octapas.

CapitaMall Trust | Report to unitholders 2012 103 104 Realising Potential, Building A Decade of Excellence dedication to growth

5.2 Million Square Feet of Net Lettable Area

CapitaMall Trust | Report to unitholders 2012 105 Portfolio at a Glance

CMT’s portfolio of 15 quality shopping centres is well- diversified in the suburban areas and downtown core of Property Portfolio Summary Singapore. The portfolio includes Tampines Mall, Junction (as at 31 December 2012) 8, Funan DigitaLife Mall, IMM Building, Plaza Singapura, Property Valuation S$8,191.80 million1 Bugis Junction, Sembawang Shopping Centre, JCube, Raffles City Singapore (40.00% interest), Lot One Shoppers’ Net Lettable Area 5.2 million sq ft2 Mall, Bukit Panjang Plaza, Rivervale Mall, The Atrium@ Committed Occupancy Rate 98.2%3 Orchard, Clarke Quay and Bugis+. Number of Leases 2,693 Total Annual Shopper Traffic 254.4 million4 These shopping centres are largely well-connected to public transportation nodes such as Mass Rapid Transit (MRT)/ 1 Includes CMT’s 40.00% interest in RCS Trust and excludes CMT’s 30.00% Light Rail Transit (LRT) stations and bus interchanges and interest in Infinity Mall Trust and Infinity Office Trust. are strategically located either in areas with large population 2 Includes the post-asset enhancement net lettable area of IMM Building. 3 Excludes the office and hotel leases of Raffles City Singapore and the catchment or within Singapore’s popular shopping and office and warehouse leases of IMM Building. tourist destinations. 4 Excludes The Atrium@Orchard; shopper traffic figures for JCube and Bugis+ are for the periods April 2012 to December 2012 and June 2012 to December 2012 respectively. The Manager continues to strive to ensure that each shopping centre in CMT’s portfolio optimises its financial performance, strengthens its market position as the leading mall serving its respective target market, as well as provides the ideal shopping experience for its shoppers. This is achieved through a combination of active tenant remixing and asset enhancements, stringent mall maintenance standards, and unique mall-centric marketing and promotional activities.

New retail units at The Atrium@Orchard

106 Realising Potential, Building A Decade of Excellence

Sembawang Station

Sembawang Shopping Centre

Sengkang Rivervale Mall Station Lot One Choa Chu Kang Station Shoppers’ Mall Bukit Panjang Plaza

Tampines Junction 8 Tampines Mall Station Bishan Interchange IMM Building Jurong East Interchange Westgate JCube (under development)

Bugis Bugis+ Dhoby Ghaut Interchange Station The Atrium@Orchard Bugis Junction Plaza Singapura Clarke Quay Raffles City Station City Hall Interchange Singapore Funan DigitaLife Mall Clarke Quay north South Line East West Line North East Line Circle Line CMT's properties

Map of Singapore

Junction 8

CapitaMall Trust | Report to unitholders 2012 107 Portfolio Summary

Tampines Junction 81 Funan IMM Building Plaza Bugis Sembawang Rivervale JCube Raffles City Lot One Bukit Panjang The Atrium@ Clarke Quay Bugis+ Mall DigitaLife Singapura Junction Shopping Mall Singapore Shoppers’ Plaza Orchard Mall Centre Mall Gross Floor Area 474,035 376,674 482,097 1,426,287 766,759 577,719 197,986 109,243 316,815 3,449,727 327,277 228,982 577,047 366,363 320,044 (sq ft) Net Lettable Area 329,456 251,063 298,831 Retail: 486,949 419,170 131,335 81,157 210,619 Retail: 420,900 219,837 152,027 Retail: 290,992 214,564 (NLA) (sq ft) 415,787 Office: 380,904 136,043 Non-retail: Total: 801,804 Office: 533,881 252,308 Total: 949,668 Total: 388,351 Number of Leases 171 175 194 615 250 235 70 65 120 279 159 114 82 71 93 Car Park Lots 638 306 338 1,290 695 648 165 178 341 1,045 324 332 128 424 325 Title Leasehold Leasehold Leasehold Leasehold Freehold Leasehold Leasehold Leasehold Leasehold Leasehold tenure Leasehold Leasehold Leasehold Leasehold Leasehold tenure of 99 tenure of 99 tenure of 99 tenure of 30 + tenure of 99 tenure of 999 tenure of 99 tenure of 99 of 99 years with tenure of 99 tenure of 99 tenure of 99 tenure of 99 tenure of 60 years with years with years with 30 years with years with years with years with years with effect from years with years with years with years with years with effect from effect from effect from effect from effect from effect from effect from effect from 16 July 1979 effect from effect from effect from effect from effect from 1 September 1 September 12 December 23 January 10 September 26 March 1885 6 December 1 March 1991 1 December 1 December 15 August 13 January 30 September 1992 1991 1979 1989 1990 1997 1993 1994 2008 1990 2005 Purchase Price 409.0 295.0 191.0 247.4 710.0 605.8 78.0 65.2 68.0 2,166.0 243.8 161.3 839.8 268.0 295.0 (S$ million) (100.00% interest) 866.4 (40.00% interest) Market Valuation 827.0 617.0 354.0 608.0 1,106.0 879.0 93.0 106.0 340.0 2,902.0 467.0 270.0 717.0 325.0 322.0 (S$ million) (100.00% interest) 1,160.8 (40.00% interest) As % of Portfolio 10.1% 7.5% 4.3% 7.4% 13.5% 10.7% 1.1% 1.3% 4.2% 14.2% 5.7% 3.3% 8.8% 4.0% 3.9% Valuation Gross Revenue 69.8 53.7 32.1 73.6 81.2 75.2 21.7 23.7 88.4 40.7 25.0 21.2 34.4 19.6 (S$ million) (40.00% interest) Net Property 50.4 37.9 21.4 46.6 59.4 51.9 12.3 14.2 64.5 27.9 15.9 11.4 20.0 10.3 Income (40.00% interest) (S$ million) Committed 100.0% 99.6% 100.0% Retail: 98.1% 91.3% 100.0% 100.0% 100.0% 99.6% Retail: 100.0% 99.8% 100.0% Retail: 86.5% 97.9% 99.5% Occupancy Non-retail: Office: 100.0% Office: 100.0% 99.7% Total: 100.0% Total: 95.3% Total: 99.0% Annual Shopper 26.8 29.2 9.3 13.6 20.7 39.6 4.9 8.7 12.32 36.1 16.2 14.2 N.A.3 12.4 10.44 Traffic (million) Key Tenants NTUC, NTUC, Challenger, Best Denki, Golden Village, BHG, Cold Storage, NTUC, Bals Robinson & Co., NTUC, NTUC, Temasek Luminox, RSH Singapore (by gross rental Isetan, BHG, Newstead Kopitiam, StarHub, Food Junction, Daiso, Daiso, Singapore, Wing Tai Food Junction, Kopitiam, Holdings, The Quayside Pte Ltd, income) Golden Village, Best Denki, Technologies, Cold Storage, Spotlight, Wing Tai Food Junction, McDonald's, Cold Storage, Clothing, Courts, KFC/Pizza Hut, Wing Tai Group, Hansfort Kopitiam, BreadTalk, Pertama Daiso, Kopitiam, Clothing, Esprit, United Kopitiam, Jay Gee BHG, Cold Storage, Clothing, Shanghai Investments, SKJ Group Golden Village Merchandising, Extra Space Wing Tai Cold Storage, Popular Overseas RSH Singapore Enterprises, KFC/Pizza Hut McDonald's F J Benjamin, Dolly, Jay Gee Food Junction, Jurong Clothing TKA Bank, Pte Ltd, Cold Storage, VGO Katrina Enterprises, Juzz1 Holdings Amusement Watsons VGO Food Junction Corporation, Holdings, Wing Tai Corporation Wan Style Attica Clothing, Wah Lian Amusement % of Anchor 32.8% 12.7% 18.2% 25.6% 18.9% 41.3% 28.7% N.A.3 N.A.3 23.5% N.A.3 18.3% 56.5% 21.9% 14.8% Tenants5 (by NLA)

Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended 31 December 2012.

1 Excludes Community and Sports Facilities Scheme (CSFS) space for gross floor area, net lettable area and committed occupancy. 2 Shopper traffic figure for JCube is for the period April 2012 to December 2012.

108 Realising Potential, Building A Decade of Excellence Tampines Junction 81 Funan IMM Building Plaza Bugis Sembawang Rivervale JCube Raffles City Lot One Bukit Panjang The Atrium@ Clarke Quay Bugis+ Mall DigitaLife Singapura Junction Shopping Mall Singapore Shoppers’ Plaza Orchard Mall Centre Mall Gross Floor Area 474,035 376,674 482,097 1,426,287 766,759 577,719 197,986 109,243 316,815 3,449,727 327,277 228,982 577,047 366,363 320,044 (sq ft) Net Lettable Area 329,456 251,063 298,831 Retail: 486,949 419,170 131,335 81,157 210,619 Retail: 420,900 219,837 152,027 Retail: 290,992 214,564 (NLA) (sq ft) 415,787 Office: 380,904 136,043 Non-retail: Total: 801,804 Office: 533,881 252,308 Total: 949,668 Total: 388,351 Number of Leases 171 175 194 615 250 235 70 65 120 279 159 114 82 71 93 Car Park Lots 638 306 338 1,290 695 648 165 178 341 1,045 324 332 128 424 325 Title Leasehold Leasehold Leasehold Leasehold Freehold Leasehold Leasehold Leasehold Leasehold Leasehold tenure Leasehold Leasehold Leasehold Leasehold Leasehold tenure of 99 tenure of 99 tenure of 99 tenure of 30 + tenure of 99 tenure of 999 tenure of 99 tenure of 99 of 99 years with tenure of 99 tenure of 99 tenure of 99 tenure of 99 tenure of 60 years with years with years with 30 years with years with years with years with years with effect from years with years with years with years with years with effect from effect from effect from effect from effect from effect from effect from effect from 16 July 1979 effect from effect from effect from effect from effect from 1 September 1 September 12 December 23 January 10 September 26 March 1885 6 December 1 March 1991 1 December 1 December 15 August 13 January 30 September 1992 1991 1979 1989 1990 1997 1993 1994 2008 1990 2005 Purchase Price 409.0 295.0 191.0 247.4 710.0 605.8 78.0 65.2 68.0 2,166.0 243.8 161.3 839.8 268.0 295.0 (S$ million) (100.00% interest) 866.4 (40.00% interest) Market Valuation 827.0 617.0 354.0 608.0 1,106.0 879.0 93.0 106.0 340.0 2,902.0 467.0 270.0 717.0 325.0 322.0 (S$ million) (100.00% interest) 1,160.8 (40.00% interest) As % of Portfolio 10.1% 7.5% 4.3% 7.4% 13.5% 10.7% 1.1% 1.3% 4.2% 14.2% 5.7% 3.3% 8.8% 4.0% 3.9% Valuation Gross Revenue 69.8 53.7 32.1 73.6 81.2 75.2 21.7 23.7 88.4 40.7 25.0 21.2 34.4 19.6 (S$ million) (40.00% interest) Net Property 50.4 37.9 21.4 46.6 59.4 51.9 12.3 14.2 64.5 27.9 15.9 11.4 20.0 10.3 Income (40.00% interest) (S$ million) Committed 100.0% 99.6% 100.0% Retail: 98.1% 91.3% 100.0% 100.0% 100.0% 99.6% Retail: 100.0% 99.8% 100.0% Retail: 86.5% 97.9% 99.5% Occupancy Non-retail: Office: 100.0% Office: 100.0% 99.7% Total: 100.0% Total: 95.3% Total: 99.0% Annual Shopper 26.8 29.2 9.3 13.6 20.7 39.6 4.9 8.7 12.32 36.1 16.2 14.2 N.A.3 12.4 10.44 Traffic (million) Key Tenants NTUC, NTUC, Challenger, Best Denki, Golden Village, BHG, Cold Storage, NTUC, Bals Robinson & Co., NTUC, NTUC, Temasek Luminox, RSH Singapore (by gross rental Isetan, BHG, Newstead Kopitiam, StarHub, Food Junction, Daiso, Daiso, Singapore, Wing Tai Food Junction, Kopitiam, Holdings, The Quayside Pte Ltd, income) Golden Village, Best Denki, Technologies, Cold Storage, Spotlight, Wing Tai Food Junction, McDonald's, Cold Storage, Clothing, Courts, KFC/Pizza Hut, Wing Tai Group, Hansfort Kopitiam, BreadTalk, Pertama Daiso, Kopitiam, Clothing, Esprit, United Kopitiam, Jay Gee BHG, Cold Storage, Clothing, Shanghai Investments, SKJ Group Golden Village Merchandising, Extra Space Wing Tai Cold Storage, Popular Overseas RSH Singapore Enterprises, KFC/Pizza Hut McDonald's F J Benjamin, Dolly, Jay Gee Food Junction, Jurong Clothing TKA Bank, Pte Ltd, Cold Storage, VGO Katrina Enterprises, Juzz1 Holdings Amusement Watsons VGO Food Junction Corporation, Holdings, Wing Tai Corporation Wan Style Attica Clothing, Wah Lian Amusement % of Anchor 32.8% 12.7% 18.2% 25.6% 18.9% 41.3% 28.7% N.A.3 N.A.3 23.5% N.A.3 18.3% 56.5% 21.9% 14.8% Tenants5 (by NLA)

3 Figures are not available. 4 Shopper traffic figure for Bugis+ is for the period June 2012 to December 2012. 5 Tenants with leased net lettable area of 25,000 sq ft and above, excluding CSFS tenants.

CapitaMall Trust | Report to unitholders 2012 109 Portfolio Details Tampines Mall

Tampines Mall, located in the densely Property Information populated residential area of Tampines, Description Five retail levels (including a basement is one of Singapore’s leading suburban level) and two basement car park levels malls. It is conveniently situated within Net Lettable Area 329,456 sq ft the Tampines Regional Centre, the first and most developed regional centre in Number of Leases 171 Singapore, and enjoys easy access via Car Park Lots 638 the Tampines Mass Rapid Transit (MRT) Title Leasehold tenure of 99 years with effect Station and bus interchange. from 1 September 1992 Acquisition Year 2002 To meet the needs of middle-income Market Valuation (S$ million) 827.0 consumers living and working around Gross Revenue (S$ million) 69.8 the bustling Tampines Regional Centre, Net Property Income (S$ million) 50.4 Tampines Mall provides a varied mix Committed Occupancy 100.0% of shopping, dining and entertainment Annual Shopper Traffic (million) 26.8 options for families, professionals and Key Tenants NTUC, Isetan, Golden Village, young adults. Kopitiam, SKJ Group

Data as at 31 December 2012. In 2012, Basement 1 of the mall was Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended upgraded to provide shoppers and 31 December 2012. diners with more food & beverage

(F&B) choices, as well as a fresh shopping experience.

Centre Management Mustafa Abdul Rahim Lun Hwee Hsien Sarah Lua Frankie Leow Centre Manager Leasing Marcom Operations

110 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

46.3 42.6 30.9 30.2 22.0 25.8 0.8 1.4 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Food & Beverage 24.6 Food & Beverage 29.2 Leisure & Entertainment / Fashion 11.3 Music & Video 12.1 Beauty & Health 11.1 Department Store 11.6 Services 7.8 Supermarket 10.8 Jewellery & Watches 7.6 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 9.3 Sporting Goods 6.4 Fashion 6.3 Supermarket 5.8 Beauty & Health 6.3 Department Store 5.3 Education 4.8 Leisure & Entertainment / Services 4.7 Music & Video 5.1 Electrical & Electronics 3.3 Shoes & Bags 4.2 Jewellery & Watches 2.6 Education 2.0 Shoes & Bags 2.4 Electrical & Electronics 2.0 Information Technology 0.9 Information Technology 1.8 Houseware & Furnishings 0.3 Houseware & Furnishings 0.4

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 111 Portfolio Details Junction 8

Junction 8 is located in the densely Property Information populated residential area of Bishan. Description Five retail levels (including a basement Being well served by the Bishan MRT level) and two basement car park levels Interchange Station and bus interchange, Net Lettable Area 251,063 sq ft1 its excellent accessibility by public transport extends its reach well beyond Number of Leases 175 its immediate vicinity. With the Circle Car Park Lots 306 Line, Junction 8’s accessibility is extended Title Leasehold tenure of 99 years with effect to residents living in the East including from 1 September 1991 Lorong Chuan, Serangoon, Paya Lebar Acquisition Year 2002 and Eunos. Market Valuation (S$ million) 617.0 Gross Revenue (S$ million) 53.7 As the only shopping mall in Bishan, Net Property Income (S$ million) 37.9 Junction 8 is positioned as a one-stop Committed Occupancy 99.6%1 shopping, dining and entertainment Annual Shopper Traffic(million) 29.2 destination catering to the needs of Key Tenants NTUC, BHG, Best Denki, BreadTalk, residents from the surrounding housing Golden Village estates, office workers in the area Data as at 31 December 2012. and students from nearby schools. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended Junction 8 has undergone an asset 31 December 2012. enhancement programme whereby 1 Excludes Community and Sports Facilities Scheme space. the internal corridors, roof garden and toilet facilities are upgraded.

Centre Management Melissa Ang Jessica Lee Zen Lee Adrian Lai Centre Manager Leasing Marcom Operations

112 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

32.1 39.2 34.9 36.9 29.1 21.1 3.9 2.8 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Food & Beverage 19.4 Food & Beverage 29.9 Office 17.8 Fashion 15.6 Leisure & Entertainment / Beauty & Health 9.6 Music & Video 10.9 Services 6.7 Department Store 10.6 Leisure & Entertainment / Supermarket 8.2 Music & Video 6.1 Fashion 7.0 Gifts / Toys & Hobbies / Books / Electrical & Electronics 6.4 Sporting Goods 5.6 Gifts / Toys & Hobbies / Books / Supermarket 5.3 Sporting Goods 6.2 Department Store 5.2 Beauty & Health 5.0 Electrical & Electronics 4.6 Services 3.5 Shoes & Bags 3.3 Shoes & Bags 1.5 Jewellery & Watches 3.1 Jewellery & Watches 1.1 Information Technology 1.7 Education 0.9 Office 1.6 Information Technology 0.8 Houseware & Furnishings 1.1 Houseware & Furnishings 0.7 Education 0.6

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 113 Portfolio Funan Details DigitaLife Mall

Funan DigitaLife Mall (Funan) enjoys Property Information an excellent location in the downtown Description Seven retail levels (including one core and tourist belt of Singapore. It basement level) and three basement is within walking distance to the City car park levels Hall MRT Interchange Station and the Net Lettable Area 298,831 sq ft Clarke Quay MRT Station, which puts it Number of Leases 194 in close proximity to the riverside F&B and entertainment precincts such as Car Park Lots 338 Clarke Quay. Title Leasehold tenure of 99 years with effect from 12 December 1979 Together with a unique mix of reputable Acquisition Year 2002 retailers that offer genuine products Market Valuation (S$ million) 354.0 and quality customer service, Funan is Gross Revenue (S$ million) 32.1 one of Singapore’s choice destinations Net Property Income (S$ million) 21.4 for information technology (IT), gaming, Committed Occupancy 100.0% digital and lifestyle products. All Annual Shopper Traffic (million) 9.3 these make it hugely popular with Key Tenants Challenger, Newstead Technologies, professionals, managers, executives Pertama Merchandising, Food Junction, and businessmen (PMEBs) and Juzz1 Holdings tourists alike. Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended 31 December 2012.

Centre Management Billy Chua Tan Pei Cheng Wang Ying Ying Yvel Leu Ivan Lau General Manager Centre Manager Leasing Marcom Operations

114 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

43.2 36.2 16.7 23.0 34.7 36.4 5.4 4.4 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Information Technology 40.3 Information Technology 35.2 Food & Beverage 16.5 Food & Beverage 19.3 Electrical & Electronics 11.2 Electrical & Electronics 12.2 Beauty & Health 8.8 Beauty & Health 8.7 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 7.5 Sporting Goods 6.4 Education 5.0 Services 5.5 Houseware & Furnishings 3.2 Education 3.2 Services 2.7 Houseware & Furnishings 3.2 Supermarket 1.5 Shoes & Bags 2.0 Shoes & Bags 1.1 Jewellery & Watches 1.6 Leisure & Entertainment / Leisure & Entertainment / Music & Video 0.8 Music & Video 1.1 Jewellery & Watches 0.8 Supermarket 0.9 Fashion 0.6 Fashion 0.7

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 115 Portfolio Details IMM Building

IMM Building (IMM) is located in the Property Information western part of Singapore, just a 10-minute walk from the Jurong East MRT Description Five levels of mixed development comprising retail, warehouse and office Interchange Station and bus interchange. space. It has five levels of covered and Besides its proximity to the surrounding one level of open-air car park residential estates, IMM is close to major office and industrial developments such Net Lettable Area Retail: 415,787 sq ft Non-Retail: 533,881 sq ft as the International Business Park (IBP) Total: 949,668 sq ft and JTC Summit. Number of Leases Retail : 218 Shoppers to IMM enjoy the convenience Non-Retail: 397 of free parking for the first three hours, Total: 615 as well as a free shuttle bus that plies Car Park Lots 1,290 between the mall and JCube (opposite Title Leasehold tenure of 30 + 30 years with Jurong East MRT Interchange Station). effect from 23 January 1989 On weekdays, the shuttle bus service Acquisition Year 2003 also serves the IBP during lunch hours. Market Valuation (S$ million) 608.0 Gross Revenue (S$ million) 73.6 IMM is undergoing works to reposition Net Property Income (S$ million) 46.6 it as a value-focused mall. We target to have 50 outlet brands by mid-2013 Committed Occupancy Retail: 98.1% Non-Retail: 99.7% when the makeover is completed. By Total: 99.0% then, the mall would have the largest cluster of outlet stores under one roof Annual Shopper Traffic (million) 13.6 in Singapore. With its five distinct Key Tenants Best Denki, Kopitiam, Cold Storage, retail clusters – Outlet Concept Stores, Daiso, Extra Space Jurong Home Furnishings, IT & Appliances, Data as at 31 December 2012. Children & F&B – IMM is positioned to Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended be a value-focused mall that caters to 31 December 2012. bargain hunters.

Centre Management Chew Hock Chye Eddie Lim Tan Ai-Ling Steve Ng Azahari Bin Othman General Manager Centre Manager Leasing Marcom Operations

116 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

37.3 40.0 30.3 18.8 19.3 30.3 13.1 10.9 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Warehouse 51.2 Food & Beverage 20.9 Supermarket 8.4 Houseware & Furnishings 15.4 Office 7.9 Warehouse 13.9 Food & Beverage 7.6 Supermarket 8.0 Houseware & Furnishings 7.5 Electrical & Electronics 6.4 Electrical & Electronics 4.2 Fashion 6.0 Department Store 2.5 Beauty & Health 5.7 Gifts / Toys & Hobbies / Books / Services 5.4 Sporting Goods 2.4 Gifts / Toys & Hobbies / Books / Fashion 2.4 Sporting Goods 4.9 Beauty & Health 1.8 Office 4.2 Services 1.5 Shoes & Bags 2.6 Shoes & Bags 0.9 Jewellery & Watches 2.4 Information Technology 0.9 Department Store 1.9 Leisure & Entertainment / Information Technology 1.6 Music & Video 0.5 Leisure & Entertainment / Jewellery & Watches 0.3 Music & Video 0.7

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 117 Portfolio Details Plaza Singapura

Plaza Singapura is located along Property Information Orchard Road, Singapore’s main shopping belt, and right in the heart of Description Nine retail levels (including two the Civic and Cultural District. The mall basement levels) and a multi-storey car boasts a direct Basement 2 link to park with direct access into the mall the Dhoby Ghaut MRT Interchange from levels 2 to 7 Station, which connects three main Net Lettable Area 486,949 sq ft train lines – the North South Line, the Number of Leases 250 North East Line and the Circle Line. Car Park Lots 695 The mall’s broad-based positioning, Title Freehold coupled with its strong focus on Acquisition Year 2004 basic consumer goods and services, differentiates itself from other malls Market Valuation (S$ million) 1,106.0 along Orchard Road, and allows it to Gross Revenue (S$ million) 81.2 attract a wide range of shoppers – Net Property Income (S$ million) 59.4 families, youths and working adults – Committed Occupancy 91.3% from all over Singapore. Annual Shopper Traffic (million) 20.7 With the completion of asset enhancement Key Tenants Golden Village, StarHub, Spotlight, works in October 2012, Plaza Singapura Kopitiam, Wing Tai Clothing is now seamlessly connected to the Data as at 31 December 2012. retail podium of The Atrium@Orchard via Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended internal walkways at levels 1, 3 and 31 December 2012. 4. Shoppers can also experience an exciting new facade, as well as a more vibrant front plaza for public events and gatherings.

Centre Management Pauline Yeh Evelyn Chye June Ang Shamsir Bin Said General Manager Leasing Marcom Operations

118 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

23.0 28.3 45.0 33.1 32.0 38.6 0.0 0.0 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Food & Beverage 21.2 Food & Beverage 25.6 Leisure & Entertainment / Fashion 15.3 Music & Video 16.2 Beauty & Health 11.7 Beauty & Health 10.9 Services 9.9 Houseware & Furnishings 10.0 Leisure & Entertainment / Fashion 9.7 Music & Video 6.9 Department Store 7.2 Shoes & Bags 6.3 Services 6.4 Houseware & Furnishings 6.0 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 5.2 Sporting Goods 5.9 Education 5.1 Jewellery & Watches 3.8 Shoes & Bags 4.0 Department Store 3.4 Electrical & Electronics 1.6 Education 2.7 Jewellery & Watches 1.4 Electrical & Electronics 1.5 Information Technology 1.1 Information Technology 1.0

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 119 Portfolio Details Bugis Junction

Located in the heart of Singapore’s Civic Property Information and Cultural District, Bugis Junction enjoys direct connectivity to the Bugis Description Five retail levels including one MRT Station from the basement level, basement level and is well served by major public bus Net Lettable Area 419,170 sq ft routes. Number of Leases 235 In line with its close proximity to the Car Park Lots 648 Singapore Management University, Title Leasehold tenure of 99 years with effect LASALLE College of the Arts and from 10 September 1990 School of the Arts, Bugis Junction Acquisition Year 2005 is positioned as a modern fashion destination mall with exciting dining Market Valuation (S$ million) 879.0 choices for young adults and PMEBs. Gross Revenue (S$ million) 75.2 Net Property Income (S$ million) 51.9 Bugis Junction is also Singapore’s first Committed Occupancy 100.0% and only air-conditioned sky-lit shopping Annual Shopper Traffic (million) 39.6 arcade to be flanked by charming historic shophouses, representing a showcase Key Tenants BHG, Food Junction, Wing Tai Clothing, of new- and old-world integration. Cold Storage, TKA Amusement Data as at 31 December 2012. In April 2011, CMT acquired Bugis+ Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended which is directly connected by an 31 December 2012. overhead link-bridge to the second storey of Bugis Junction. The integration of Bugis+ with Bugis Junction has created a combined shopping destination with net lettable area of more than 630,000 sq ft. The combined offerings of the integrated mall further strengthened its overall attractiveness to shoppers.

Centre Management Margaret Khoo Eugenie Yap Eleanor Jane Christopher Ang Shirley Lim General Manager Centre Manager Leasing Marcom Operations

120 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

21.1 32.2 11.9 22.4 66.9 45.2 0.1 0.2 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Department Store 41.3 Food & Beverage 30.5 Food & Beverage 20.5 Fashion 20.2 Fashion 10.9 Department Store 17.0 Leisure & Entertainment / Beauty & Health 8.7 Music & Video 7.8 Jewellery & Watches 4.3 Beauty & Health 6.1 Leisure & Entertainment / Supermarket 3.8 Music & Video 4.1 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 3.4 Sporting Goods 4.0 Services 2.3 Services 4.0 Shoes & Bags 1.6 Shoes & Bags 3.4 Jewellery & Watches 1.4 Supermarket 2.4 Information Technology 0.4 Information Technology 0.9 Office 0.3 Electrical & Electronics 0.4 Electrical & Electronics 0.2 Office 0.1

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 121 Portfolio Sembawang Details Shopping Centre

Sembawang Shopping Centre (SSC) Property Information was re-developed and re-opened in Description Four retail levels (including one December 2008. It is situated in close basement level) and three car park proximity to Yishun and Sembawang levels MRT stations. The mall provides free Net Lettable Area 131,335 sq ft shuttle bus services which ply between Number of Leases 70 SSC and the neighbouring Sembawang, Yishun and Woodlands MRT stations. Car Park Lots 165 On weekdays, SSC also operates free Title Leasehold tenure of 999 years with lunch-time shuttle bus services to the effect from 26 March 1885 nearby industrial estate. Acquisition Year 2005 Market Valuation (S$ million) 93.0 With its positioning as a one-stop Committed Occupancy 100.0% family-oriented necessity shopping Annual Shopper Traffic (million) 4.9 destination, SSC appeals to residents Key Tenants Cold Storage, Daiso, Food Junction, from the surrounding estates, uniformed Esprit, Popular

personnel from nearby military camps, Data as at 31 December 2012. as well as workers from the neighbouring Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended industrial parks. 31 December 2012.

Centre Management Melissa Ang Dennis Cheong Jessica Lee Zen Lee Azman Bin Sulaiman Centre Manager Centre Manager Leasing Marcom Operations hoto Credit: Kenny Teo Seng Chye, Singapore Kenny Teo P hoto Credit:

122 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

3.1 4.6 13.1 17.2 49.6 52.7 34.2 25.5 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Supermarket 28.8 Food & Beverage 27.8 Food & Beverage 25.5 Supermarket 18.2 Department Store 8.9 Beauty & Health 12.5 Beauty & Health 7.8 Fashion 10.3 Fashion 6.7 Houseware & Furnishings 5.0 Gifts / Toys & Hobbies / Books / Department Store 4.7 Sporting Goods 5.8 Gifts / Toys & Hobbies / Books / Education 4.3 Sporting Goods 4.7 Houseware & Furnishings 4.1 Services 4.5 Leisure & Entertainment / Education 3.8 Music & Video 2.9 Leisure & Entertainment / Services 2.3 Music & Video 3.1 Shoes & Bags 1.4 Shoes & Bags 2.1 Electrical & Electronics 0.9 Electrical & Electronics 1.8 Jewellery & Watches 0.6 Jewellery & Watches 1.5

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 123 Portfolio Details Rivervale Mall

Rivervale Mall is located at the Property Information junction of Rivervale Drive and Rivervale Description Three retail levels and car park at Level Crescent in Sengkang New Town. The 3 (part) and levels 4 to 6 mall is strategically situated beside Net Lettable Area 81,157 sq ft the Rumbia Light Rail Transit (LRT) Station, which is linked to the Sengkang Number of Leases 65 MRT Station. Rivervale Mall also provides Car Park Lots 178 a free shuttle bus service within the Title Leasehold tenure of 99 years with effect Sengkang estate. from 6 December 1997 Acquisition Year 2007 With its accessible location, the three- Market Valuation (S$ million) 106.0 storey mall serves as a convenient Committed Occupancy 100.0% shopping destination for families and Annual Shopper Traffic (million) 8.7 the local community. Key Tenants NTUC, Daiso, McDonald’s, United Overseas Bank, Watsons

Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended 31 December 2012.

Centre Management Mustafa Abdul Rahim Lun Hwee Hsien Sarah Lua Frankie Leow Centre Manager Leasing Marcom Operations

124 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

18.9 25.4 15.0 17.9 65.0 55.3 1.1 1.4 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Supermarket 27.4 Food & Beverage 28.9 Food & Beverage 20.0 Services 22.5 Services 16.1 Supermarket 17.0 Department Store 15.2 Beauty & Health 13.0 Beauty & Health 10.1 Department Store 6.4 Education 7.2 Education 5.6 Shoes & Bags 1.5 Shoes & Bags 2.2 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 1.2 Sporting Goods 1.5 Fashion 0.7 Fashion 1.4 Jewellery & Watches 0.3 Electrical & Electronics 0.8 Electrical & Electronics 0.3 Jewellery & Watches 0.7

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 125 Portfolio Details JCube

Located close to Jurong East MRT Property Information Interchange Station and bus interchange, Description Five retail levels (including one in the heart of the up-and-coming basement level) and two car park levels Jurong Lake District, JCube is an Net Lettable Area 210,619 sq ft ultra-hip mall with Singapore’s first Olympic-size ice rink and IMAX theatre Number of Leases 120 in the suburbs. Car Park Lots 341 Title Leasehold tenure of 99 years with effect Opened in April 2012, after completion from 1 March 1991 of asset enhancement works which Acquisition Year 2005 commenced in early 2010, the mall Market Valuation (S$ million) 340.0 boasts a unique faceted facade inspired Gross Revenue (S$ million) 23.7 by an ice cube, reflecting natural light Net Property Income (S$ million) 14.2 by day and sparkling by night. JCube Committed Occupancy 99.6% has been awarded the Building and Annual Shopper Traffic (million) 12.31 Construction Authority’s highest green Key Tenants Bals Singapore, Cold Storage, accolade – Green Mark Platinum – for Kopitiam, RSH Singapore Pte Ltd, its environmentally friendly features. VGO Corporation

Data as at 31 December 2012. With its new-to-market brands Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended and more dining options, JCube is 31 December 2012.

set to be the preferred leisure and 1 Shopper traffic figure for JCube is for the period April 2012 to December 2012. entertainment destination for youth, PMEBs and residents who live and work in the western region of Singapore.

Centre Management Chew Hock Chye Maggie Chua Tan Ai-Ling Sharon Foong Soe Paing General Manager Centre Manager Leasing Marcom Operations hoto Credit: Yvonne Yau, Singapore Yau, Yvonne P hoto Credit:

126 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

0.0 0.0 14.0 12.0 58.1 75.8 27.9 12.2 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Leisure & Entertainment / Food & Beverage 36.6 Music & Video 28.5 Beauty & Health 12.7 Food & Beverage 26.5 Fashion 9.2 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 7.6 Sporting Goods 8.4 Beauty & Health 6.8 Services 7.3 Fashion 6.3 Leisure & Entertainment / Supermarket 5.7 Music & Video 5.6 Houseware & Furnishings 5.0 Houseware & Furnishings 5.5 Shoes & Bags 4.4 Shoes & Bags 4.7 Services 4.1 Supermarket 3.5 Information Technology 3.3 Information Technology 3.1 Education 1.2 Education 1.7 Jewellery & Watches 0.6 Jewellery & Watches 1.7

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 127 Portfolio Raffles Details City Singapore

Raffles City Singapore (RCS) is a large Property Information integrated development in Singapore. Description A mixed-use development comprising A prime landmark, it is located in a shopping centre, an office tower, two the downtown core, at the fringe of hotels and a convention centre Singapore’s Central Business District, Net Lettable Area Retail: 420,900 sq ft and within the Civic and Cultural District. Office: 380,904 sq ft Total: 801,804 sq ft RCS is now served by three main train Number of Leases Retail: 224 lines, directly connected to the City Office: 54 Hall MRT Interchange Station and the Hotels & Convention Centre: 1 Esplanade MRT Station. Total: 279 Car Park Lots 1,045 The mixed-use development comprises Title Leasehold tenure of 99 years with effect the Raffles City Shopping Centre, Raffles from 16 July 1979 City Convention Centre, 42-storey Raffles Acquisition Year 2006 City Tower, 73-storey Swissôtel, The Market Valuation (S$ million) 2,902.0 (100.00% interest) 1,160.8 (40.00% interest) Stamford and the 28-storey twin towers that make up the Fairmont Singapore Gross Revenue (S$ million) 88.4 (40.00% interest) and three basement car park levels. Net Property Income (S$ million) 64.5 (40.00% interest) Committed Occupancy Retail: 100.0% CapitaCommercial Trust (CCT) and CMT Office: 100.0% Total: 100.0% jointly own the integrated development through RCS Trust, the special purpose Annual Shopper Traffic (million) 36.1 1 trust that holds RCS. RCS Trust was Key Tenants Robinson & Co., Wing Tai Clothing, Jay Gee Enterprises, Cold Storage, constituted on 18 July 2006 and is Food Junction 60.00% owned by CCT and 40.00% owned by CMT. Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended 31 December 2012. 1 Retail tenants only. Centre Management Margaret Khoo Rachel Chu Phyllis Cheng Lim Chiong Kerng General Manager Leasing Marcom Operations

128 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (by gross rental income for the month of December 2012)

18.3 3.3 15.5 2.8 12.6 7.3 2.2 0.5 5.3 32.2 2013 2014 2015 2016 2017 & Beyond

Retail1 Office Hotel

Trade Sector Analysis and Major Usage Mix (%)

trade sector MAJOR USAGE MIX analysis – (BY GROSS rental income retail only for the month of (for the month of December 2012) December 2012)

Food & Beverage 28.5 Retail1 48.6 Fashion 24.4 Hotels & Convention Centre 32.2 Department Store 13.3 Office 19.2 Shoes & Bags 8.9 Beauty & Health 7.9 Jewellery/Watches/Pen 4.8 Sundry & Services 4.7 Others2 3.0 Supermarket 2.5 Gifts & Souvenirs 2.0

1 Based on committed gross rental income and excludes gross turnover rent. 2 others include Books & Stationery, Sporting Goods & Apparel, Electrical & Electronics, Houseware & Furnishing, Art Gallery, Music & Video, Toys & Hobbies and Information Technology.

CapitaMall Trust | Report to unitholders 2012 129 Portfolio Lot One Details Shoppers’ Mall

Lot One Shoppers’ Mall is situated in Property Information the heart of the Choa Chu Kang housing Description Six retail levels (including one basement estate, in the north-western region of level) and two basement car park levels Singapore. The mall is well connected Net Lettable Area 219,837 sq ft by major arterial roads and is next to the Choa Chu Kang MRT/LRT stations Number of Leases 159 and bus interchange. Car Park Lots 324 Title Leasehold tenure of 99 years with effect The mall enjoys a large shopper from 1 December 1993 catchment, comprising residents in Acquisition Year 2007 the Choa Chu Kang, Bukit Panjang, Market Valuation (S$ million) 467.0 Bukit Batok and Upper Bukit Timah Gross Revenue (S$ million) 40.7 precincts, uniformed personnel from Net Property Income (S$ million) 27.9 military camps in the vicinity, as well as Committed Occupancy 99.8% students from nearby schools. Annual Shopper Traffic (million) 16.2 Key Tenants NTUC, Food Junction, Courts, BHG, KFC/Pizza Hut

Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended 31 December 2012.

Centre Management Callie Yah Andrew Yong Yvonne Lee Saudah Bte Haji Eddie Lim General Manager Assistant Centre Leasing Mohd Noor Operations Manager Marcom

130 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

8.4 14.6 41.6 49.1 35.7 32.2 14.3 4.1 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Food & Beverage 24.6 Food & Beverage 30.8 Education 11.7 Fashion 16.4 Leisure & Entertainment / Beauty & Health 13.9 Music & Video 10.8 Services 7.8 Fashion 10.3 Gifts / Toys & Hobbies / Books / Beauty & Health 8.9 Sporting Goods 5.7 Electrical & Electronics 6.7 Leisure & Entertainment / Supermarket 6.3 Music & Video 4.6 Department Store 6.1 Supermarket 4.1 Gifts / Toys & Hobbies / Books / Department Store 3.8 Sporting Goods 6.1 Electrical & Electronics 3.5 Services 4.6 Jewellery & Watches 3.2 Shoes & Bags 1.9 Shoes & Bags 3.0 Jewellery & Watches 1.0 Education 1.9 Houseware & Furnishings 0.6 Houseware & Furnishings 0.8 Information Technology 0.4 Information Technology 0.5

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 131 Portfolio Bukit Details Panjang Plaza

Bukit Panjang Plaza (BPP) is located Property Information in the high-density residential area of Description Four retail levels and two basement car Bukit Panjang New Town, in the north- park levels western region of Singapore. Besides Net Lettable Area 152,027 sq ft the surrounding estates of Bukit Panjang, Number of Leases 114 Cashew Park, Chestnut Drive and Hillview, BPP also caters to families Car Park Lots 332 and residents in Teck Whye, Choa Chu Title Leasehold tenure of 99 years with effect Kang and Upper Bukit Timah precincts. from 1 December 1994 Acquisition Year 2007 The mall is conveniently located between Market Valuation (S$ million) 270.0 the Bukit Panjang and Senja LRT Gross Revenue (S$ million) 25.0 stations, and is adjacent to the Bukit Net Property Income (S$ million) 15.9 Panjang Bus Interchange. This bus Committed Occupancy 100.0% interchange will be redeveloped and Annual Shopper Traffic (million) 14.2 integrated with the new Bukit Panjang Key Tenants NTUC, Kopitiam, KFC/Pizza Hut, Cold Storage, McDonald’s MRT Station serving the Downtown Line. The planned transportation hub is Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended scheduled to open in 2015. 31 December 2012.

Centre Management Callie Yah Sabrina Lai Yvonne Lee Saudah Bte Haji Jeffrey Low General Manager Centre Manager Leasing Mohd Noor Operations Marcom

132 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

47.0 49.9 7.4 13.4 30.5 29.4 15.1 7.3 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Food & Beverage 28.5 Food & Beverage 37.4 Supermarket 18.3 Beauty & Health 16.2 Beauty & Health 11.5 Supermarket 11.6 Education 9.8 Services 10.4 Gifts / Toys & Hobbies / Books / Fashion 5.2 Sporting Goods 6.3 Gifts / Toys & Hobbies / Books / Department Store 6.2 Sporting Goods 4.3 Electrical & Electronics 6.1 Jewellery & Watches 2.8 Services 5.7 Electrical & Electronics 2.6 Fashion 3.1 Education 2.4 Leisure & Entertainment / Department Store 2.2 Music & Video 1.2 Shoes & Bags 2.1 Shoes & Bags 1.2 Houseware & Furnishings 1.8 Houseware & Furnishings 1.1 Leisure & Entertainment / Jewellery & Watches 1.0 Music & Video 1.0

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 133 Portfolio The Details Atrium@ Orchard

Following the completion of asset Property Information enhancement initiative in October Description A mixed-use development comprising 2012, The Atrium@Orchard has been three levels of retail space, two Grade successfully transformed from a A office towers and two levels of predominantly office building into a basement car park. mixed-use development. Net Lettable Area Retail: 136,043 sq ft Office: 252,308 sq ft Boasting direct linkages to Plaza Total: 388,351 sq ft Singapura at levels 1, 3 and 4, the Number of Leases Retail: 69 retail podium now offers more than Office: 13 135,000 sq ft of additional shopping Total: 82 space to house new retail and dining Car Park Lots 128 stores targeting trendy young adults Title Leasehold tenure of 99 years with effect and PMEBs. The development also from 15 August 2008 enjoys direct connectivity to the Dhoby Acquisition Year 2008 Ghaut MRT Interchange Station, which Market Valuation (S$ million) 717.0 connects three main train lines – the Gross Revenue (S$ million) 21.2 North South Line, the North East Line, Net Property Income (S$ million) 11.4 and the Circle Line. Committed Occupancy Retail: 86.5% Office: 100.0% As part of the asset enhancement works, Total: 95.3% 2,000 square metres of office space Key Tenants Temasek Holdings, Wing Tai Clothing, F J Benjamin, VGO Corporation, was also decanted to facilitate the Wan Style co-location of Community and Sports Facilities Scheme uses within the office Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended tower. 31 December 2012.

Centre Management Pauline Yeh Ivy Ang Tan Kor Hoon June Ang Chin Cheong Leong General Manager Centre Manager Leasing Marcom Operations

134 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

0.5 0.2 0.9 2.3 18.6 32.8 80.0 64.7 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Office 68.4 Office 45.8 Fashion 12.4 Fashion 19.8 Food & Beverage 9.1 Food & Beverage 14.7 Beauty & Health 4.9 Beauty & Health 10.1 Services 2.2 Shoes & Bags 4.1 Shoes & Bags 2.1 Services 3.4 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 0.5 Sporting Goods 1.1 Electrical & Electronics 0.2 Electrical & Electronics 0.5 Jewellery & Watches 0.1 Jewellery & Watches 0.3 Information Technology 0.1 Information Technology 0.2

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 135 Portfolio Details Clarke Quay

Clarke Quay is a unique conserved Property Information historical landmark located along the Description A premier F&B, entertainment and Singapore River and at the fringe of lifestyle riverfront destination Singapore’s Central Business District. Net Lettable Area 290,992 sq ft It is within walking distance from the Clarke Quay MRT Station, making it Number of Leases 71 accessible by public transportation. Car Park Lots 424 Comprising five blocks of restored Title Leasehold tenure of 99 years with effect shophouses and warehouses, Clarke from 13 January 1990 Quay plays host to a wide range of Acquisition Year 2010 restaurants, wine bars, entertainment Market Valuation (S$ million) 325.0 spots and retail shops. Gross Revenue (S$ million) 34.4 Net Property Income (S$ million) 20.0 Clarke Quay completed its asset Committed Occupancy 97.9% enhancement initiatives for Block C Annual Shopper Traffic (million) 12.4 and Block E in January 2013. Retail Key Tenants Luminox, The Quayside Group, space was recovered from an anchor Shanghai Dolly, Katrina Holdings, Attica tenant and together with the common Data as at 31 December 2012. area at Block E, a new row of F&B and Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended entertainment shops was created 31 December 2012. Facing River Valley Road, the new shops added much vibrancy to the otherwise quiet road front.

Centre Management Billy Chua Keith Low William Tan Tanya Fum Kwong Wing Kwee General Manager Centre Manager Leasing Marcom Operations hoto Credit: Kwek Swee Seng, Singapore P hoto Credit:

136 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

26.5 23.0 27.4 27.2 19.9 26.5 26.2 23.3 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Leisure & Entertainment / Food & Beverage 47.3 Music & Video 50.9 Leisure & Entertainment / Food & Beverage 30.3 Music & Video 43.9 Office 11.8 Office 5.4 Gifts / Toys & Hobbies / Books / Beauty & Health 2.1 Sporting Goods 3.9 Gifts / Toys & Hobbies / Books / Beauty & Health 3.1 Sporting Goods 1.3

1 Based on committed leases. 2 Excludes gross turnover rent.

CapitaMall Trust | Report to unitholders 2012 137 Portfolio Details Bugis+

Bugis+ (previously known as Iluma) Property Information is strategically located in the heart of Description A 10-storey high retail-cum- Singapore’s Civic and Cultural District entertainment centre with commercial directly opposite Bugis Junction. It is tenancies spread over six levels and a directly connected by an overhead link- single level overhead link-bridge. bridge to the second storey of Bugis Multi-storey car park with direct access Junction which allows easy access to into the mall at levels 3 and 4. the Bugis MRT Station. Net Lettable Area 214,564 sq ft Number of Leases 93 Bugis+ embarked on its asset Car Park Lots 325 enhancement works in November 2011 Title Leasehold tenure of 60 years with effect to improve the efficiency and layout of from 30 September 2005 the mall. The enhancement works were Acquisition Year 2011 completed in July 2012. Bugis+ is now a Market Valuation (S$ million) 322.0 vibrant mall with endless entertainment, Gross Revenue (S$ million) 19.6 exciting F&B and stylish fashion trade mix, creating a dynamic magnet for Net Property Income (S$ million) 10.3 fun-seeking trendy youths in the heart Committed Occupancy 99.5% 1 of Bugis. Annual Shopper Traffic (million) 10.4 Key Tenants RSH Singapore Pte Ltd, Hansfort The integration of Bugis+ with Bugis Investments, Jay Gee Enterprises, Wing Tai Clothing, Wah Lian Junction created a combined shopping Amusement destination with net lettable area of more than 630,000 sq ft. The combined Data as at 31 December 2012. Gross Revenue, Net Property Income and Shopper Traffic figures are for the year ended offerings of the integrated mall further 31 December 2012. strengthened its overall attractiveness to shoppers. 1 Shopper traffic figure for Bugis+ is for the period June 2012 to December 2012.

Centre Management Margaret Khoo Eugenie Yap Selin Tan Christopher Ang Shirley Lim General Manager Centre Manager Leasing Marcom Operations

138 Realising Potential, Building A Decade of Excellence Lease Expiry Profile (%) (as at 31 December 2012)1

4.4 3.8 5.3 4.1 55.7 58.4 34.6 33.7 2013 2014 2015 2016 & Beyond

% of Total Net Lettable Area % of Total Gross Rental Income2

Trade Sector Analysis (%)

by by Gross Rental Net Lettable Area INCOME2 (as at 31 December 2012) (for the month of December 2012)

Leisure & Entertainment / Fashion 36.1 3 Music & Video 58.0 Leisure & Entertainment / Fashion 25.4 Music & Video3 35.4 Food & Beverage 9.4 Food & Beverage 13.9 Beauty & Health 3.3 Beauty & Health 6.1 Gifts / Toys & Hobbies / Books / Gifts / Toys & Hobbies / Books / Sporting Goods 2.5 Sporting Goods 4.7 Shoes & Bags 0.7 Shoes & Bags 1.8 Services 0.4 Services 1.1 Jewellery & Watches 0.3 Jewellery & Watches 0.9

1 Based on committed leases. 2 Excludes gross turnover rent. 3 Include tenants approved as thematic dining, entertainment and a performance centre.

CapitaMall Trust | Report to unitholders 2012 139 Development Property

On 30 May 2011, CMT, in partnership with CapitaMalls Asia Artist’s impression Limited and CapitaLand Limited, won the tender for a site at Jurong Gateway with a bid of about S$969.0 million. CMT has a 30.00% stake in the joint venture developing the site.

The site has a prime location next to both Jurong East MRT Interchange Station and Jurong East Bus Interchange as well as neighbouring amenities such as the upcoming Ng Teng Fong General Hospital. The Urban Redevelopment Authority has announced plans to transform Jurong Lake District into the largest regional centre in Singapore for commercial developments outside the city centre. Jurong Gateway would be about 2.5 times the size of Tampines Regional Centre.

The new retail and office development, to be called Westgate, will continue the transformation of the area into an attractive destination for business and leisure serving more than 3,000 multinational and global businesses in the Jurong and Tuas areas. Including neighbouring towns such as Clementi, Bukit Batok, Jurong East and Jurong West, there is a catchment of more than one million residents. Ground-breaking for Westgate took place on 12 January 2012, seven months after the award of the site. Brands opening their first stores outside Singapore’s downtown area at Westgate include Isetan’s Japanese Leasing activities for the retail component of the supermarket and popular French bakery and patisserie development, also named Westgate, are on track. The mall Paul Bakery. Isetan’s supermarket will be its first outside will target middle income families, working professionals, Orchard Road and the brand will operate a department residents in the vicinity, commuters, hospital visitors and store, bringing Japanese fashion to Westgate. Other food & students from nearby schools. Its offerings from Basement beverage (F&B) brands that will have a presence at Westgate 2 to Level 5 will meet the varied needs of shoppers. are Food Republic, Paradise Dynasty, Café Crema, Menya Musashi and Steak & Seafood Robatayaki Buffet.

Level 5 Fitness Centre (Fitness First Platinum), Childcare Centre (My First Skool) Level 4 Books & Stationery, Kids’ Fashion, Toys, Hobbies & Gifts, F&B, Services, Children (Yamaha music school, My Gym and a 12,000 sq ft thematic playground) Level 3 Electrical & Electronics, Information Technology, Lifestyle, Sporting Goods & Apparel, F&B Levels 1 & 2 High Street & International Fashion, Fashion Accessories, Cosmetics & Skincare, Jewellery & Watches, Shoes & Bags, F&B Basement 1 Casual & Local Fashion, Fashion Accessories, Shoes & Bags, Cosmetics & Skincare, F&B (Food Republic), Services, Department Store (Isetan) Basement 2 Supermarket (Isetan), Food Hall

140 Realising Potential, Building A Decade of Excellence The total development cost for Westgate is expected to be about S$1,565.0 million. CMT’s 30.00% share of this cost is approximately S$469.5 million, which represents 4.7% of CMT’s total deposited property of S$9.9 billion as at 31 December 2012. As at end-2012, Westgate’s land has been valued at S$969.0 million and CMT’s 30.00% share is S$290.7 million, unchanged from its previous valuation as at 1 November 2011. Jurong east bus interchange As at 31 December 2012, the Infinity Mall Trust and Infinity Office Trust which are special purpose trusts established to hold the Westgate project, have drawn down S$718.3 million from S$820.0 million secured banking facilities. CMT’s 30.00% share of the S$718.3 million five-year loan drawn down amounted to S$215.5 million which will mature in 2016.

Westgate Site Details Address Boon Lay Way (Lot 8630V Mukim 5) Site area 195,465 sq ft Tenure Leasehold tenure of 99 years with effect from 29 August 2011 Plot ratio 4.9 Westgate will complement CMT’s other malls in the area, Land use White site (Minimum 40.0% for office, namely IMM Building and JCube. Shoppers can look remainder for commercial, hotel, forward to the equivalent of a three-in-one mall in the heart residential or additional office uses) of the Jurong Regional Centre by end-2013. Each mall will Gross floor Approximately 977,000 sq ft offer something different to meet every shopper’s needs. area1 (GFA) Westgate will be a lifestyle mall, IMM Building will become a Stakeholders Infinity Mall Trust and Infinity Office value-focused mall with more outlet shopping while JCube Trust are unlisted special purpose is positioned as a youth and entertainment hotspot with its trusts established to invest in IMAX theatre and Singapore’s only Olympic-size ice rink. Westgate. The interests of CMT, CapitaMalls Asia Limited and The prime office tower, named Westgate Tower, will be CapitaLand Limited in the Infinity sited on top of the shopping mall and is expected to span Mall Trust and Infinity Office Trust 20 storeys (from levels 6 to 25). The design of Westgate are 30.00%, 50.00% and 20.00% Tower will feature efficient column-free floor plates of about respectively. 17,000 sq ft, which will allow for flexibility of workspace Total Approximately S$1,565.0 million, design. Additional features include a floor-to-ceiling height development including land cost of S$969.0 million of about 2.8 metres, Grade A building lift provisions and cost an integrated security management system combining closed circuit television and security card access. The office tower, which will be fully integrated with the mall Westgate Westgate and its suite of facilities, such as the childcare centre and Tower fitness centre, offer a work-play environment within one GFA1 593,900 sq ft 383,100 sq ft development. Westgate Tower is about 50.0% pre-leased Net lettable area 416,000 sq ft 320,000 sq ft to CapitaLand Limited group who will be moving there progressively from end-2014. Car park lots Approximately 600 Target opening December 2013 December 2014

1 The estimated GFA and net lettable area include bonus Green Mark area and Community and Sports Facilities Scheme space.

CapitaMall Trust | Report to unitholders 2012 141 CapitaRetail China Trust

CMT holds 122.7 million units in CapitaRetail China Trust located, and are accessible via major transportation routes (CRCT), which translates to an approximate 16.38% stake or access points. A significant portion of the properties’ as at 31 December 2012. The fair value of CMT’s investment tenancies consists of major international and domestic in CRCT represents 2.0% of CMT and its subsidiaries’ retailers such as Wal-Mart, Carrefour and Beijing Hualian (CMT Group) total asset size as at 31 December 2012. Group (BHG) under master leases or long-term leases, Through its investment in CRCT, CMT’s Unitholders are which provide CRCT’s unitholders with stable and provided with an opportunity to enjoy the upside from sustainable returns. The anchor tenants are complemented China’s growth potential without CMT’s risk profile being by popular specialty brands such as UNIQLO, ZARA, Vero significantly altered. Moda, Sephora, Watsons, KFC, Pizza Hut and BreadTalk.

CRCT is the first and only China shopping mall REIT in CRCT has long-term growth potential from its right of first Singapore, with a portfolio of nine income-producing refusal arrangements to acquire assets held by CapitaMalls shopping malls. Listed on the SGX-ST on 8 December Asia-sponsored private funds, CapitaMalls China Income 2006, it is established with the objective of investing in a Fund, CapitaMalls China Development Fund II, CapitaMalls diversified portfolio of income-producing real estate used China Development Fund III, CapitaMalls China Incubator primarily for retail purposes and located primarily in China, Fund, as well as CapitaMalls Asia, one of the largest listed Hong Kong and Macau. shopping mall developers, owners and managers in Asia.

CRCT’s geographically diversified portfolio of quality CRCT delivered a strong set of results for the financial year shopping malls is located in six cities in China. The malls 2012 (FY 2012). Gross revenue and net property income are CapitaMall Xizhimen, CapitaMall Wangjing, CapitaMall were RMB768.0 million (S$152.5 million) and RMB501.9 Shuangjing and CapitaMall Anzhen in Beijing; CapitaMall million (S$99.7 million), up 12.8% and 13.3% respectively Qibao in Shanghai; CapitaMall Erqi in Zhengzhou, Henan from that for financial year 2011. Distributable income grew Province; CapitaMall Saihan in Huhhot, Inner Mongolia; 16.8% year-on-year to S$66.8 million. Distribution per unit CapitaMall Wuhu in Wuhu, Anhui Province; and CapitaMall (DPU) in FY 2012 was 9.54 Singapore cents, an increase of Minzhongleyuan in Wuhan, Hubei Province. As at 9.7% over the previous year. Shopper traffic and tenants’ 31 December 2012, the total asset size of CRCT was sales at CRCT’s malls1 grew 23.5% and 13.4% respectively approximately S$1.6 billion. compared to the previous year. Across the portfolio, CRCT achieved strong rental reversion of 17.5% and operated at All the malls in the portfolio are positioned as one-stop family- a high occupancy rate of 97.2%. CRCT’s portfolio valuation oriented shopping, dining and entertainment destinations for at December 2012 was RMB7.6 billion (S$1.5 billion), an the sizeable population catchment areas in which they are increase of 7.6% compared to December 2011.

CapitaMall Saihan, Huhhot

CapitaMall Qibao, Shanghai

1 Includes only shoppers and tenants at multi-tenanted malls except CapitaMall Minzhongleyuan, which was acquired in June 2011 and is undergoing asset enhancement works.

142 Realising Potential, Building A Decade of Excellence CapitaMall Xizhimen, Beijing CapitaMall Shuangjing, Beijing

CapitaMall Wangjing, Beijing

CapitaMall Erqi, Zhengzhou CapitaMall Wuhu, Wuhu

CapitaMall Anzhen, Beijing

CapitaMall Minzhongleyuan, Wuhan

CapitaMall Trust | Report to unitholders 2012 143 ang Shop- w trium@

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146 Report of the Trustee 147 Statement by the Manager 148 Independent Auditors’ Report 150 Balance Sheets 151 Statements of Total Return 152 Distribution Statements 153 Statements of Movements in Unitholders’ Funds 154 Portfolio Statements 159 Cash Flow Statements 161 Notes to the Financial Statements

CapitaMall Trust | Report to unitholders 2012 145 Report of the Trustee Year ended 31 December 2012

HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”) is under a duty to take into custody and hold the assets of CapitaMall Trust (the “Trust”) and its subsidiaries (the “Group”) in trust for the Unitholders. In accordance with the Securities and Futures Act, Chapter 289 of Singapore, its subsidiary legislation and the Code on Collective Investment Schemes, the Trustee shall monitor the activities of CapitaMall Trust Management Limited (the “Manager”) for compliance with the limitations imposed on the investment and borrowing powers as set out in the Trust Deed in each annual accounting period and report thereon to Unitholders in an annual report.

To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Trust during the period covered by these financial statements, set out on pages 150 to 214 in accordance with the limitations imposed on the investment and borrowing powers set out in the Trust Deed.

For and on behalf of the Trustee, HSBC Institutional Trust Services (Singapore) Limited

Antony Wade Lewis Director

Singapore 22 February 2013

146 Realising Potential, Building A Decade of Excellence Statement by the Manager Year ended 31 December 2012

In the opinion of the directors of CapitaMall Trust Management Limited, the accompanying financial statements set out on pages 150 to 214 comprising the Balance Sheets, Statements of Total Return, Distribution Statements, Statements of Movements in Unitholders’ Funds, Portfolio Statements, Cash Flow Statements and a summary of significant accounting policies and other explanatory information of CapitaMall Trust and its subsidiaries (the “Group”) and of the Trust, are drawn up so as to present fairly, in all material respects, the financial position of the Group and of the Trust as at 31 December 2012, the total return, distributable income, movements in Unitholders’ funds and cash flows of the Group and of the Trust for the year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore and the provisions of the Trust Deed. At the date of this statement, there are reasonable grounds to believe that the Group and the Trust will be able to meet their financial obligations as and when they materialise.

For and on behalf of the Manager, CapitaMall Trust Management Limited

Tan Wee Yan, Wilson Director

Singapore 22 February 2013

CapitaMall Trust | Report to unitholders 2012 147 Independent Auditors’ Report Unitholders of CapitaMall Trust (Established in the Republic of Singapore pursuant to a Trust Deed dated 29 October 2001 (as amended)) Report on the financial statements

We have audited the accompanying financial statements of CapitaMall Trust (the “Trust”) and its subsidiaries (the “Group”), which comprise the Balance Sheets and Portfolio Statements of the Group and the Trust as at 31 December 2012, and the Statements of Total Return, Distribution Statements, Statements of Movements in Unitholders’ Funds and Cash Flow Statements of the Group and the Trust for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 150 to 214.

Manager’s responsibility for the financial statements

The Manager of the Trust is responsible for the preparation and fair presentation of these financial statements in accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore, and for such internal control as the Manager of the Trust determines is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Trust’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Manager of the Trust, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

148 Realising Potential, Building A Decade of Excellence Independent Auditors’ Report Unitholders of CapitaMall Trust (Established in the Republic of Singapore pursuant to a Trust Deed dated 29 October 2001 (as amended)) Opinion

In our opinion, the consolidated financial statements of the Group and the financial statements of the Trust present fairly, in all material respects, the financial position of the Group and of the Trust as at 31 December 2012 and the total return, distributable income, movements in Unitholders’ funds and cash flows of the Group and of the Trust for the year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore.

KPMG LLP Public Accountants and Certified Public Accountants

Singapore 22 February 2013

CapitaMall Trust | Report to unitholders 2012 149 Balance Sheets As at 31 December 2012

Group Trust 2012 2011 2012 2011 Note $’000 $’000 $’000 $’000

Non-current assets Plant and equipment 4 2,085 1,564 2,002 1,470 Investment properties 5 8,191,800 7,849,200 7,031,000 6,716,000 Properties under development 6 336,027 306,591 – – Subsidiaries 7 – – 80 80 Associate and joint ventures 8 227,476 227,204 801,382 812,754 8,757,388 8,384,559 7,834,464 7,530,304

Current assets Inventories 218 210 – – Trade and other receivables 9 12,845 29,785 21,068 20,425 Cash and cash equivalents 10 1,118,270 757,622 1,104,470 736,362 1,131,333 787,617 1,125,538 756,787

Total assets 9,888,721 9,172,176 8,960,002 8,287,091

Current liabilities Trade and other payables 11 235,135 209,728 211,099 196,237 Current portion of security deposits 54,017 45,282 48,379 41,223 Interest-bearing borrowings 12 300,000 782,497 300,000 782,497 Convertible bonds 13 105,188 – 105,188 – Current tax payable 45 1,335 45 45 694,385 1,038,842 664,711 1,020,002

Non-current liabilities Financial derivatives 14 156,041 69,446 12,078 16,410 Interest-bearing borrowings 12 2,819,319 2,041,363 2,339,100 1,499,500 Convertible bonds 13 342,789 600,080 342,789 600,080 Amounts owing to joint venture partners 15 78,749 90,545 – – Non-current portion of security deposits 94,512 85,878 87,498 78,379 3,491,410 2,887,312 2,781,465 2,194,369

Total liabilities 4,185,795 3,926,154 3,446,176 3,214,371

Net assets 5,702,926 5,246,022 5,513,826 5,072,720

Represented by:

Unitholders’ funds 5,702,926 5,246,022 5,513,826 5,072,720

Units in issue (’000) 16 3,456,421 3,328,417 3,456,421 3,328,417

$ $ $ $

Net asset value per unit 1.65 1.58 1.60 1.52

The accompanying notes form an integral part of these financial statements.

150 Realising Potential, Building A Decade of Excellence Statements of Total Return Year ended 31 December 2012

Group Trust 2012 2011 2012 2011 Note $’000 $’000 $’000 $’000

Gross revenue 17 661,588 630,573 573,218 543,822 Property operating expenses 18 (216,335) (212,333) (192,490) (189,053) Net property income 445,253 418,240 380,728 354,769

Interest and other income 19 6,552 2,332 8,870 4,870 Investment income 20 – – 67,494 59,153 Asset management fees 21 (43,370) (39,368) (37,870) (34,037) Professional fees (1,898) (1,497) (1,805) (1,406) Trustee’s fees (1,305) (1,149) (1,159) (1,009) Audit fees (366) (348) (315) (308) Finance costs 22 (138,938) (134,956) (125,415) (118,210) Other expenses (1,299) (860) (637) (648) Net income before share of profit of associate 264,629 242,394 289,891 263,174 Share of profit of associate 20,261 26,099 – – Net income 284,890 268,493 289,891 263,174 Net change in fair value of financial derivatives 4,332 4,976 4,332 4,976 Net change in fair value of investment properties 165,828 121,125 146,244 66,104 Gain on disposal of investment property 23 84,346 – 84,346 – Loss on repurchase of convertible bonds (5,055) (10,322) (5,055) (10,322) Total return for the year before tax 534,341 384,272 519,758 323,932 Income tax expense 24 1,992 (45) – (45) Total return for the year 536,333 384,227 519,758 323,887

Earnings per unit (cents) 25

Basic 16.05 11.98 15.56 10.10

Fully diluted 15.75 11.94 15.28 10.10

The accompanying notes form an integral part of these financial statements.

CapitaMall Trust | Report to unitholders 2012 151 Distribution Statements Year ended 31 December 2012

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Amount available for distribution to Unitholders at beginning of year 53,168 88,229 53,168 88,229 Net income before share of profit of associate 264,629 242,394 289,891 263,174 Net tax adjustments (Note A) 50,109 44,883 40,814 34,664 Rollover adjustment 1,518 – 1,518 – Distribution income from associate 15,289 10,344 – – Net loss from subsidiaries and joint ventures 678 217 – – 332,223 297,838 332,223 297,838 Amount available for distribution to Unitholders 385,391 386,067 385,391 386,067

Distributions to Unitholders during the year: Distribution of 2.36 cents per unit for period from 01/10/2010 to 31/12/2010 – (75,149) – (75,149) Distribution of 2.29 cents per unit for period from 01/01/2011 to 31/03/2011 – (72,935) – (72,935) Distribution of 2.36 cents per unit for period from 01/04/2011 to 30/06/2011 – (75,181) – (75,181) Distribution of 2.42 cents per unit for period from 01/07/2011 to 30/09/2011 – (77,109) – (77,109) Distribution of 1.02 cents per unit for period from 01/10/2011 to 09/11/2011 – (32,525) – (32,525) Distribution of 1.28 cents per unit for period from 10/11/2011 to 31/12/2011 (42,604) – (42,604) – Distribution of 2.30 cents per unit for period from 01/01/2012 to 31/03/2012 (76,572) – (76,572) – Distribution of 2.38 cents per unit for period from 01/04/2012 to 30/06/2012 (79,253) – (79,253) – Distribution of 2.42 cents per unit for period from 01/07/2012 to 30/09/2012 (80,604) – (80,604) – Distribution of 1.55 cents per unit for period from 01/10/2012 to 29/11/2012 (51,637) – (51,637) – (330,670) (332,899) (330,670) (332,899) Amount available for distribution to Unitholders at end of the year 54,721 53,168 54,721 53,168

Note A – Net tax adjustments comprise:

Non-tax deductible items: - asset management fees paid/payable in units 5,500 5,331 – – - trustee’s fees 1,305 1,149 1,159 1,009 - non-deductible interest expenses 18,935 11,663 16,063 9,014 - other items 25,628 32,085 24,851 29,942 Tax deductible items: - capital allowances/balancing allowances (1,259) (5,345) (1,259) (5,301) Net tax adjustments 50,109 44,883 40,814 34,664

The accompanying notes form an integral part of these financial statements.

152 Realising Potential, Building A Decade of Excellence Statements of Movements in Unitholders’ Funds Year ended 31 December 2012

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Net assets at beginning of the year 5,246,022 4,939,407 5,072,720 4,818,524

Operations Total return for the year 536,333 384,227 519,758 323,887

Hedging reserve Effective portion of changes in fair value of cash flow hedges (9,080) 887 – –

Movement in foreign currency translation reserve 7,856 (9,162) – –

Movement in general reserve 447 354 – –

Movement in capital reserve – 8,148 – 8,148

Unitholders’ transactions Creation of units - Units issued in respect of RCS Trust’s asset management fees 5,479 5,257 5,479 5,257 - Units issued in respect of acquisition fees for Infinity Mall Trust & Infinity Office Trust (collectively, the “Infinity Trusts”) – 2,994 – 2,994 - Units issued in respect of placements 250,000 250,000 250,000 250,000 Issue expenses (Note 26) (3,461) (3,191) (3,461) (3,191) Distributions to Unitholders (330,670) (332,899) (330,670) (332,899) Net decrease in net assets resulting from Unitholders’ transactions (78,652) (77,839) (78,652) (77,839) Net assets at end of the year 5,702,926 5,246,022 5,513,826 5,072,720

The accompanying notes form an integral part of these financial statements.

CapitaMall Trust | Report to unitholders 2012 153 154 Portfolio Statements As at 31 December 2012

Group

Committed Percentage Occupancy Rates of Total Net Remaining as at 31 December At Valuation Assets Tenure of Term of Term of 2012 2011 2012 2011 2012 2011 Description of Property Land Lease Lease Location Existing Use % % $’000 $’000 % %

Investment properties in Singapore

Tampines Mall Leasehold 99 years 79 years 4 Tampines Central 5, Commercial 100.0 100.0 827,000 800,000 14.5 15.2 Singapore

Junction 8 Leasehold 99 years 78 years 9 Bishan Place, Singapore Commercial 99.6 100.0 617,000 597,000 10.8 11.4

Funan DigitaLife Mall Leasehold 99 years 66 years 109 North Bridge Road, Commercial 100.0 100.0 354,000 347,000 6.2 6.6 Singapore

IMM Building Leasehold 60 years 36 years 2 Jurong East Street 21, Commercial 98.4 99.4 608,000 606,000 10.7 11.6 Singapore Warehouse 99.7 99.5

Plaza Singapura Freehold – – 68 Orchard Road, Commercial 91.3 100.0 1,106,000 1,080,000 19.4 20.6

Realising Potential, Building ADecade ofExcellence Singapore

Bugis Junction Leasehold 99 years 77 years 200 Victoria Street, Commercial 100.0 100.0 879,000 864,000 15.4 16.5 Singapore

Sembawang Shopping Centre Leasehold 999 years 871 years 604 Sembawang Road, Commercial 100.0 99.1 93,000 93,000 1.6 1.8 Singapore

JCube Leasehold 99 years 77 years 2 Jurong East Central 1, Commercial 99.6 NA1 340,000 273,000 6.0 5.2 Singapore

Lot One Shoppers’ Mall Leasehold 99 years 80 years 21 Choa Chu Kang Avenue Commercial 99.8 99.7 467,000 454,000 8.2 8.7 4, Singapore

Bukit Panjang Plaza Leasehold 99 years 81 years 1 Jelebu Road, Singapore Commercial 100.0 100.0 270,000 259,000 4.7 4.9

Balance carried forward 5,561,000 5,373,000 97.5 102.5

The accompanying notes form an integral part of these financial statements. Group

Investment properties in Singapore

Tampines Mall Leasehold 99 years 79 years 4 Tampines Central 5, Commercial 100.0 100.0 827,000 800,000 14.5 15.2 Singapore

Junction 8 Leasehold 99 years 78 years 9 Bishan Place, Singapore Commercial 99.6 100.0 617,000 597,000 10.8 11.4

Funan DigitaLife Mall Leasehold 99 years 66 years 109 North Bridge Road, Commercial 100.0 100.0 354,000 347,000 6.2 6.6 Singapore

IMM Building Leasehold 60 years 36 years 2 Jurong East Street 21, Commercial 98.4 99.4 608,000 606,000 10.7 11.6 Singapore Warehouse 99.7 99.5

Plaza Singapura Freehold – – 68 Orchard Road, Commercial 91.3 100.0 1,106,000 1,080,000 19.4 20.6 Singapore

Bugis Junction Leasehold 99 years 77 years 200 Victoria Street, Commercial 100.0 100.0 879,000 864,000 15.4 16.5 Singapore

Sembawang Shopping Centre Leasehold 999 years 871 years 604 Sembawang Road, Commercial 100.0 99.1 93,000 93,000 1.6 1.8 Singapore

JCube Leasehold 99 years 77 years 2 Jurong East Central 1, Commercial 99.6 NA1 340,000 273,000 6.0 5.2 Singapore

Lot One Shoppers’ Mall Leasehold 99 years 80 years 21 Choa Chu Kang Avenue Commercial 99.8 99.7 467,000 454,000 8.2 8.7 4, Singapore

Bukit Panjang Plaza Leasehold 99 years 81 years 1 Jelebu Road, Singapore Commercial 100.0 100.0 270,000 259,000 4.7 4.9

Balance carried forward 5,561,000 5,373,000 97.5 102.5

CapitaMall Trust|Rep ort to unitholders 2012 Portfolio Statements As at 31 December 2012

Investment properties in Singapore

Balance brought forward 5,561,000 5,373,000 97.5 102.5

Rivervale Mall Leasehold 99 years 84 years 11 Rivervale Crescent, Commercial 100.0 100.0 106,000 98,000 1.9 1.9 Singapore

The Atrium@Orchard Leasehold 99 years 95 years 60A & 60B Orchard Road, Commercial 95.3 65.5 717,000 623,000 12.6 11.9 Singapore

Clarke Quay Leasehold 99 years 76 years 3A/B/C/D/E River Valley Commercial 97.9 100.0 325,000 293,000 5.7 5.6 Road, Singapore

Bugis+ (formerly known as Iluma)2 Leasehold 60 years 53 years 201 Victoria Street, Commercial 99.5 53.3 322,000 295,000 5.6 5.6 Singapore

Hougang Plaza3 Leasehold 99 years – 1189 Upper Serangoon Road, Singapore Commercial NA3 100.0 – 34,000 – 0.6

40.0% interest in Raffles City Leasehold 99 years 66 years 250 & 252 North Bridge Retail 100.0 100.0 1,160,800 1,133,200 20.4 21.6 Singapore Road, 2 Stamford Road Office 100.0 97.7 and 80 Bras Basah Road, Hotel4 NA NA Singapore Investment properties, at valuation 8,191,800 7,849,200 143.7 149.7 Investment in associate (Note 8) 152,592 138,514 2.7 2.6 8,344,392 7,987,714 146.4 152.3 Other assets and liabilities (net) (2,641,466) (2,741,692) (46.4) (52.3) Net assets 5,702,926 5,246,022 100.0 100.0 155

The accompanying notes form an integral part of these financial statements. 156 Portfolio Statements As at 31 December 2012

Trust

Investment properties in Singapore

Tampines Mall Leasehold 99 years 79 years 4 Tampines Central 5, Commercial 100.0 100.0 827,000 800,000 15.0 15.8 Singapore

Junction 8 Leasehold 99 years 78 years 9 Bishan Place, Singapore Commercial 99.6 100.0 617,000 597,000 11.2 11.8

Funan DigitaLife Mall Leasehold 99 years 66 years 109 North Bridge Road, Commercial 100.0 100.0 354,000 347,000 6.4 6.8 Singapore

IMM Building Leasehold 60 years 36 years 2 Jurong East Street 21, Commercial 98.4 99.4 608,000 606,000 11.0 11.9 Singapore Warehouse 99.7 99.5

Plaza Singapura Freehold – – 68 Orchard Road, Commercial 91.3 100.0 1,106,000 1,080,000 20.1 21.3

Realising Potential, Building ADecade ofExcellence Singapore

Bugis Junction Leasehold 99 years 77 years 200 Victoria Street, Commercial 100.0 100.0 879,000 864,000 15.9 17.0 Singapore

Sembawang Shopping Centre Leasehold 999 years 871 years 604 Sembawang Road, Commercial 100.0 99.1 93,000 93,000 1.7 1.8 Singapore

JCube Leasehold 99 years 77 years 2 Jurong East Central 1, Commercial 99.6 NA1 340,000 273,000 6.2 5.4 Singapore

Lot One Shoppers’ Mall Leasehold 99 years 80 years 21 Choa Chu Kang Commercial 99.8 99.7 467,000 454,000 8.5 9.0 Avenue 4, Singapore

Bukit Panjang Plaza Leasehold 99 years 81 years 1 Jelebu Road, Singapore Commercial 100.0 100.0 270,000 259,000 4.9 5.1

Balance carried forward 5,561,000 5,373,000 100.9 105.9

The accompanying notes form an integral part of these financial statements. Trust

Investment properties in Singapore

Tampines Mall Leasehold 99 years 79 years 4 Tampines Central 5, Commercial 100.0 100.0 827,000 800,000 15.0 15.8 Singapore

Junction 8 Leasehold 99 years 78 years 9 Bishan Place, Singapore Commercial 99.6 100.0 617,000 597,000 11.2 11.8

Funan DigitaLife Mall Leasehold 99 years 66 years 109 North Bridge Road, Commercial 100.0 100.0 354,000 347,000 6.4 6.8 Singapore

IMM Building Leasehold 60 years 36 years 2 Jurong East Street 21, Commercial 98.4 99.4 608,000 606,000 11.0 11.9 Singapore Warehouse 99.7 99.5

Plaza Singapura Freehold – – 68 Orchard Road, Commercial 91.3 100.0 1,106,000 1,080,000 20.1 21.3 Singapore

Bugis Junction Leasehold 99 years 77 years 200 Victoria Street, Commercial 100.0 100.0 879,000 864,000 15.9 17.0 Singapore

Sembawang Shopping Centre Leasehold 999 years 871 years 604 Sembawang Road, Commercial 100.0 99.1 93,000 93,000 1.7 1.8 Singapore

JCube Leasehold 99 years 77 years 2 Jurong East Central 1, Commercial 99.6 NA1 340,000 273,000 6.2 5.4 Singapore

Lot One Shoppers’ Mall Leasehold 99 years 80 years 21 Choa Chu Kang Commercial 99.8 99.7 467,000 454,000 8.5 9.0 Avenue 4, Singapore

Bukit Panjang Plaza Leasehold 99 years 81 years 1 Jelebu Road, Singapore Commercial 100.0 100.0 270,000 259,000 4.9 5.1

Balance carried forward 5,561,000 5,373,000 100.9 105.9

CapitaMall Trust|Rep ort to unitholders 2012 Portfolio Statements As at 31 December 2012

Investment properties in Singapore

Balance brought forward 5,561,000 5,373,000 100.9 105.9

Rivervale Mall Leasehold 99 years 84 years 11 Rivervale Crescent, Commercial 100.0 100.0 106,000 98,000 1.9 1.9 Singapore

The Atrium@Orchard Leasehold 99 years 95 years 60A & 60B Orchard Road, Commercial 95.3 65.5 717,000 623,000 13.0 12.3 Singapore

Clarke Quay Leasehold 99 years 76 years 3A/B/C/D/E River Valley Commercial 97.9 100.0 325,000 293,000 5.9 5.8 Road, Singapore

Bugis+ (formerly known as Iluma)2 Leasehold 60 years 53 years 201 Victoria Street, Commercial 99.5 53.3 322,000 295,000 5.8 5.8 Singapore

Hougang Plaza3 Leasehold 99 years – 1189 Upper Serangoon Commercial NA3 100.0 – 34,000 – 0.7 Road, Singapore

Investment properties, at valuation 7,031,000 6,716,000 127.5 132.4 Investments in subsidiaries, associate and joint ventures (Notes 7 & 8) 801,462 812,834 14.5 16.0 7,832,462 7,528,834 142.0 148.4 Other assets and liabilities (net) (2,318,636) (2,456,114) (42.0) (48.4) Net assets 5,513,826 5,072,720 100.0 100.0

NA Not Applicable 1. Occupancy rate is not applicable as JCube was closed from November 2008 to 2 April 2012 for asset enhancement works. 2. On 1 April 2011, CMT completed the acquisition of Bugis+. 3. The sale of Hougang Plaza was completed on 13 June 2012. 4. The two hotels are on a long term master lease to RC Hotels (Pte) Ltd. 157

The accompanying notes form an integral part of these financial statements. Portfolio Statements As at 31 December 2012

On 31 December 2012, independent valuations of Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building, Bugis Junction, JCube and Bugis+ were undertaken by CBRE Pte Ltd (“CBRE”) while the independent valuations of Plaza Singapura, Sembawang Shopping Centre, The Atrium@Orchard, Bukit Panjang Plaza, Lot One Shoppers’ Mall, Rivervale Mall and Clarke Quay were undertaken by Knight Frank Pte Ltd (“Knight Frank”). The Manager believes that the independent valuers have appropriate professional qualifications and experience in the location and category of the properties being valued.

The valuations were based on discounted cash flow and capitalisation approaches for CBRE and Knight Frank. The net change in fair value of the properties has been recognised in the Statement of Total Return.

On 31 December 2012, independent valuation of Raffles City Singapore was undertaken by Knight Frank. The Manager believes that the independent valuer has appropriate professional qualifications and experience in the location and category of the property being valued. The valuation was based on investment approach and discounted cash flow analysis. The valuation adopted was $2,902,000,000 and the Trust’s proportionate interest in the property value is $1,160,800,000. The net change in fair value of the property has been recognised in the Statement of Total Return.

Investment properties comprise commercial properties that are leased to external customers. Generally, the leases contain an initial non-cancellable period of three years. Subsequent renewals are negotiated with the lessee. Contingent rents recognised in the Statement of Total Return of the Group and in the Statement of Total Return of the Trust amounted to $36,227,000 (2011: $36,923,000) and $26,077,000 (2011: $26,726,000) respectively.

The accompanying notes form an integral part of these financial statements.

158 Realising Potential, Building A Decade of Excellence Cash Flow Statements Year ended 31 December 2012

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Cash flows from operating activities

Net income 284,890 268,493 289,891 263,174 Adjustments for: Interest and other income (6,552) (2,332) (8,870) (4,870) Investment income – – (67,494) (59,153) Finance costs 138,938 134,956 125,415 118,210 Assets written off – 18 – 6 Depreciation and amortisation 1,327 1,039 1,204 894 Receivables written off 10 5 7 6 Asset management fees paid/payable in units 5,500 5,331 – – Share of profit of associate (20,261) (26,099) – – Operating income before working capital changes 403,852 381,411 340,153 318,267 Changes in working capital: Inventories (8) (13) – – Trade and other receivables 17,859 (25,182) (159) (7,015) Trade and other payables 18,986 21,349 17,539 20,545 Security deposits 17,964 3,904 16,871 4,025 Income tax refund 702 – – – Cash flows from operating activities 459,355 381,469 374,404 335,822

Cash flows from investing activities

Interest received 5,765 1,899 5,706 4,521 Investment income received – – 52,683 46,892 Distribution received from associate 15,289 10,344 15,289 10,344 Net cash outflow on purchase of investment property (including acquisition charges) (see Note A below) – (295,113) – (295,113) Expenditure on properties under development (16,784) (301,742) – – Expenditure on investment properties (239,419) (131,190) (234,369) (127,670) Purchase of plant and equipment (1,468) (603) (1,434) (607) Proceeds from sale of plant and equipment 4 1 3 1 Proceeds from sale of investment property 117,516 – 117,516 – Loans to joint venture – – (1,286) (126,700) Repayment of loan by Joint Venture – – 21,009 – Cash flows used in investing activities (119,097) (716,404) (24,883) (488,332)

Balance carried forward 340,258 (334,935) 349,521 (152,510)

The accompanying notes form an integral part of these financial statements.

CapitaMall Trust | Report to unitholders 2012 159 Cash Flow Statements Year ended 31 December 2012

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Balance brought forward 340,258 (334,935) 349,521 (152,510)

Cash flows from financing activities

Payment of issue and financing expenses (7,877) (19,097) (5,668) (13,116) Repurchase and redemption of convertible bonds (172,710) (309,701) (172,710) (309,701) Proceeds from interest-bearing borrowings 1,163,349 1,246,200 1,142,855 650,000 Repayment of interest-bearing borrowings (783,000) (385,600) (783,000) – Proceeds from issue of new units 250,000 250,000 250,000 250,000 Distributions to Unitholders (311,558) (300,374) (311,558) (300,374) Interest paid (117,814) (101,823) (101,332) (84,393) Cash flows from financing activities 20,390 379,605 18,587 192,416

Net increase in cash and cash equivalents 360,648 44,670 368,108 39,906 Cash and cash equivalents at beginning of the year 757,622 712,952 736,362 696,456 Cash and cash equivalents at end of the year (Note 10) 1,118,270 757,622 1,104,470 736,362

Note:

(A) net Cash Outflow on Purchase of Investment Property (including acquisition charges)

Net cash outflow on purchase of investment property (including acquisition charges) is set out below:

Group and Trust 2011 $’000

Investment properties 295,000 Other payables (6) Security deposits (3,294) Net identifiable assets and liabilities acquired 291,700 Acquisition charges 3,413 Net cash outflow 295,113

(B) Significant Non-Cash Transaction

During the financial year ended 31 December 2012, 3,003,920 (2011: 2,797,006) units were issued as payment for the asset management fees payable in units, amounting to a value of $5,500,000 (2011: $5,331,000). In 2011, 1,696,034 units were also issued as payment for acquisition fees of $2,994,349 in relation to Infinity Trusts.

The accompanying notes form an integral part of these financial statements.

160 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Manager and the Trustee on 22 February 2013.

1 General

CapitaMall Trust (the “Trust”) is a Singapore-domiciled unit trust constituted pursuant to the trust deed dated 29 October 2001 (as amended) (the “Trust Deed”) between CapitaMall Trust Management Limited (the “Manager”) and HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”). The Trust Deed is governed by the laws of the Republic of Singapore. The Trustee is under a duty to take into custody and hold the assets of the Trust in trust for the holders (“Unitholders”) of units in the Trust (the “Units”).

The Trust was formally admitted to the Official List of the Singapore Exchange Securities Trading Limited (“SGX- ST”) on 17 July 2002 (“Listing Date”) and was included under the Central Provident Fund (“CPF”) Investment Scheme on 13 September 2002.

The principal activity of the Trust is to invest in income producing real estate, which is used or substantially used for retail purposes with the primary objective of achieving an attractive level of return from rental income and for long-term capital growth. The principal activities of the subsidiaries, associate and joint ventures are set out in Notes 7 and 8.

The consolidated financial statements relate to the Trust and its subsidiaries (the “Group”) and the Group’s interest in its associate and joint ventures.

The Trust has entered into several service agreements in relation to management of the Trust and its property operations. The fee structures of these services are as follows:

1.1 property management fees

Under the property management agreement, property management fees are charged as follows:

(a) 2.00% per annum of the gross revenue of the properties;

(b) 2.00% per annum of the net property income of the properties; and

The property management fees are payable monthly in arrears.

1.2 Asset management fees

Pursuant to the Trust Deed, the asset management fees shall not exceed 0.70% per annum of the Deposited Property or such higher percentage as may be fixed by an Extraordinary Resolution at a meeting of Unitholders. Deposited Property refers to all the assets of the Trust, including all its Authorised Investments (as defined in the Trust Deed) for the time being held or deemed to be held upon the trusts of the Trust Deed.

The asset management fee comprise:

(a) in respect of Authorised Investments which are in the form of real estate, a base component of 0.25% per annum of Deposited Property and a performance component of 2.85% per annum of gross revenue of the Trust for each financial year; and

CapitaMall Trust | Report to unitholders 2012 161 Notes to the Financial Statements Year ended 31 December 2012

(b) in respect of all other Authorised Investments which are not in the form of real estate, 0.5% per annum of the investment value of the Authorised Investment, unless such Authorised Investment is an interest in a property fund (either a real estate investment trust or private property fund) wholly managed by a wholly- owned subsidiary of CapitaLand Limited, in which case no asset management fee shall be payable in relation to such Authorised Investment.

In respect of all Authorised Investments which are in the form of real estate acquired by the Trust:

(a) the base component shall be paid to the Manager in the form of cash and/or Units (as the Manager may elect); and

(b) the performance component shall be paid to the Manager in the form of cash, in the form of Units or a combination of both (as the Manager may elect).

When paid in the form of Units, the Manager shall be entitled to receive such number of Units as may be purchased for the relevant amount of the asset management fee at the market price (as defined in the Trust Deed). The asset management fees are payable quarterly in arrears.

The Manager is also entitled to receive acquisition fee at the rate of 1.0% of the purchase price and a divestment fee of 0.5% of the sale price on all future acquisitions or disposals of properties or investments.

1.3 Trustee’s fees

Pursuant to the Trust Deed, the Trustee’s fees shall not exceed 0.10% per annum of the Deposited Property (subject to a minimum sum of $6,000 per month) payable out of the Deposited Property of the Trust. The Trustee is also entitled to reimbursement of expenses incurred in the performance of its duties under the Trust Deed.

The Trustee’s fees are payable quarterly in arrears.

2 Basis of preparation

2.1 Statement of compliance

The financial statements have been prepared in accordance with the Statement of Recommended Accounting Practice (“RAP”) 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore (“ICPAS”), and the applicable requirements of the Code on Collective Investment Schemes (“CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) and the provisions of the Trust Deed. RAP 7 requires that accounting policies adopted should generally comply with the principles relating to recognition and measurement of the Singapore Financial Reporting Standards (“FRS”).

2.2 Basis of measurement

The financial statements are prepared on the historical cost basis, except for investment properties, derivative financial instruments and certain financial assets and financial liabilities which are measured at fair value.

2.3 Functional and presentation currency

The financial statements are presented in Singapore dollars, which is the Group’s functional currency. All financial information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated.

162 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

2.4 use of estimates and judgements

The preparation of financial statements in conformity with RAP 7 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements is described in the following notes:

• Note 5 – Valuation of investment properties

• Note 6 – Valuation of properties under development

• Note 29 – Valuation of financial instruments

3 Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by Group entities.

3.1 Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Associate and joint ventures

Associate is an entity in which the Group has a significant influence, but not control, over the financial and operating policies. In the financial statements of the Group, the interest in an associate is accounted for using the equity method. The consolidated financial statements include the Group’s share of the income and expenses of the associate, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payment on behalf of the associate.

Joint ventures are entities over whose activities the Trust has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. In the financial statements of the Group, the interest in joint ventures is accounted for by including its proportionate share of the jointly- controlled entity’s assets, liabilities, income and expenses with the similar item, line by line, in its financial statements. The consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint ventures, share of the income and expenses of the joint ventures, after adjustments to align the accounting policies with those of the Group, from the date that joint control commences until the date that joint control ceases.

CapitaMall Trust | Report to unitholders 2012 163 Notes to the Financial Statements Year ended 31 December 2012

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Accounting for subsidiaries, associate and joint ventures by the Trust

Investments in subsidiaries, associate and joint ventures are stated in the Trust’s balance sheet at cost less accumulated impairment losses.

3.2 plant and equipment

Plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.

The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of plant and equipment are recognised in the Statement of Total Return as incurred.

Depreciation is provided on a straight-line basis so as to write off items of plant and equipment, and major components that are accounted for separately, over their estimated useful lives as follows:

Furniture, fittings and equipment – 2 to 5 years

Gain or loss arising from the retirement or disposal of plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of plant and equipment and is recognised in the Statement of Total Return.

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.

3.3 Investment properties

Investment properties are properties held either to earn rental income or for capital appreciation or both. Investment properties are accounted for as non-current assets and are stated at initial cost on acquisition and at fair value thereafter. The cost of a purchased property comprises its purchase price and any directly attributable expenditure including capitalised borrowing costs. Transaction costs shall be included in the initial measurement. Fair value is determined in accordance with the Trust Deed, which requires the investment properties to be valued by independent registered valuers in the following events:

• in such manner and frequency required under the CIS Code issued by MAS; and

• at least once in each period of 12 months following the acquisition of each parcel of real estate property.

164 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Any increase or decrease on revaluation is credited or charged to the Statement of Total Return as a net change in fair value of the investment properties.

When an investment property is disposed of, the resulting gain or loss recognised in the Statement of Total Return is the difference between net disposal proceeds and the carrying amount of the property.

Investment properties are not depreciated. The properties are subject to continued maintenance and regularly revalued on the basis set out above. For income tax purposes, the Group and the Trust may claim capital allowances on assets that qualify as plant and machinery under the Income Tax Act.

3.4 properties under development

Properties under development are properties being constructed or developed for future use as investment properties. Properties under development are measured at fair value. The difference between the fair value and cost (including acquisition costs, development expenditure, capitalised borrowing costs and other directly attributable expenditure) is credited or charged to the Statement of Total Return. Upon completion, the carrying amounts are reclassified to investment properties.

3.5 Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting date are retranslated to the functional currency at the exchange rate at that date. Non- monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined.

Foreign currency differences arising on retranslation are recognised in Statement of Total Return, except for the following differences which are recognised in Unitholders’ funds, arising on the retranslation of:

• available-for-sale equity instruments (except on impairment in which case foreign currency differences that have been recognised in Unitholders’ funds are reclassified to Statement of Total Return);

• a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

• qualifying cash flow hedges to the extent the hedge is effective.

3.6 Financial instruments

Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through the Statement of Total Return) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

CapitaMall Trust | Report to unitholders 2012 165 Notes to the Financial Statements Year ended 31 December 2012

Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: loans and receivables.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise loans to joint ventures, trade and other receivables and cash and cash equivalents.

Cash and cash equivalents comprise cash balances and bank deposits.

Non-derivative financial liabilities

The Group initially recognises all other financial liabilities (including liabilities designated at fair value through the Statement of Total Return) on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

The Group has the following non-derivative financial liabilities: loans and borrowings and trade and other payables.

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Derivative financial instruments and hedging activities

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through the Statement of Total Return. Multiple embedded derivatives in a single instrument are treated as a single compound embedded derivative if they share the same underlying risk exposures, are interdependent of each other and are not readily separable.

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80%-125%. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported total return.

166 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the Statement of Total Return when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect Statement of Total Return, the effective portion of changes in the fair value of the derivative is recognised in Unitholders’ funds and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in Statement of Total Return.

When the hedged item is a non-financial asset, the amount accumulated in Unitholders’ funds is included in the carrying amount of the asset when the asset is recognised. In other cases, the amount accumulated in Unitholders’ funds is reclassified to Statement of Total Return in the same period that the hedged item affects Statement of Total Return. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in Unitholders’ funds is reclassified to Statement of Total Return.

Separable embedded derivatives

Changes in the fair value of separable embedded derivatives are recognised immediately in the Statement of Total Return.

Other non-trading derivatives

When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes in its fair value are recognised immediately in Statement of Total Return.

Convertible bonds

The Group has issued convertible bonds that comprise a liability for the interest and principal amount and a derivative liability. The derivative liability is recognised at fair value at inception. The carrying amount of the convertible bonds at initial recognition is the difference between the gross proceeds from the convertible bonds issue and the fair value of the derivative liability. Any directly attributable transaction costs are allocated to the convertible bonds and derivative liability in proportion to their initial carrying amounts. Subsequent to initial recognition, the convertible bonds are measured at amortised cost using effective interest method. The derivative liability is measured at fair value through the Statement of Total Return.

The Group has also issued convertible bonds that can be converted into Unitholders’ funds at the option of the holder, where the number of units to be issued does not vary with changes in their fair value are accounted for as compound financial instruments. The gross proceeds are allocated to the equity and liability components, with the equity component being assigned the residual amount after deducting the fair value of the liability component from the fair value of the compound financial instrument. Subsequent to initial recognition, the liability component of convertible bonds is measured at amortised cost using the effective interest method. The equity component of convertible bonds is not re-measured.

CapitaMall Trust | Report to unitholders 2012 167 Notes to the Financial Statements Year ended 31 December 2012

3.7 Impairment

Non-derivative financial assets

A financial asset not carried at fair value through Statement of Total Return is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually significant loans and receivables are assessed for specific impairment. All individually significant loans and receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually significant are collectively assessed for impairment by grouping together loans and receivables with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for the Manager’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in the Statement of Total Return and reflected in an allowance account against loans and receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the Statement of Total Return.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than investment properties and properties under development, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit (“CGU”) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the Statement of Total Return.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

168 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

3.8 Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the Statement of Total Return over the period of the borrowings on an effective interest basis.

3.9 unitholders’ funds

Unitholders’ funds represent the Unitholders’ residual interest in the Group’s net assets upon termination and is classified as equity.

Incremental costs directly attributable to the issue of units are recognised as a deduction from Unitholders’ funds.

3.10 Revenue recognition

Rental income from operating leases

Rental income receivable under operating leases is recognised in the Statement of Total Return on a straight- line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased assets. Lease incentives granted are recognised as an integral part of the total rental to be received. Contingent rentals, which include gross turnover rental, are recognised as income in the accounting period on a receipt basis. No contingent rentals are recognised if there are uncertainties due to the possible return of amounts received.

Car park income

Car park income is recognised as it accrues on a time apportioned basis.

Interest income

Interest income is recognised as it accrues, using the effective interest method.

Investment income

Investment income is recognised when the right to receive distribution income from an associate or a joint venture is established.

3.11 Expenses

Property operating expenses

Property operating expenses consist of quit rents, property taxes, utilities, property management fees, property management reimbursements, marketing, maintenance and other property outgoings in relation to investment properties where such expenses are the responsibility of the Group.

Property management fees are recognised on an accrual basis based on the applicable formula, stipulated in Note 1.1.

Asset management fees

Asset management fees are recognised on an accrual basis using the applicable formula, stipulated in Note 1.2.

CapitaMall Trust | Report to unitholders 2012 169 Notes to the Financial Statements Year ended 31 December 2012

Trustee’s fees

The Trustee’s fees are recognised on an accrual basis using the applicable formula, stipulated in Note 1.3.

3.12 Finance costs

Finance costs comprise interest expense on borrowings and convertible bonds, amortisation of borrowings and convertible bonds related transaction costs and accretion of convertible bonds interest which are recognised in the Statement of Total Return using the effective interest method over the period of borrowings and the convertible bonds. Finance costs also include gain/loss on remeasurement of financial derivatives.

3.13 Income Tax

Income tax expense comprises current and deferred tax. Current and deferred tax is recognised in the Statement of Total Return except to the extent that it relates to items directly related to Unitholders’ funds, in which case it is recognised in Unitholders’ funds.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the Balance Sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; and

• differences related to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future.

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

170 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

The Inland Revenue Authority of Singapore (the “IRAS”) has issued a tax ruling on the tax treatment of the Trust. Subject to meeting the terms and conditions of the tax ruling which includes a distribution of at least 90.0% of the taxable income of the Trust, the Trustee is not subject to tax on the taxable income of the Trust to the extent of the amount distributed. Instead, the distributions made by the Trust out of such taxable income are subject to tax in the hands of Unitholders, unless they are exempt from tax on the Trust’s distributions. This treatment is known as the tax transparency treatment.

Individuals and qualifying Unitholders, i.e. companies incorporated and tax resident in Singapore, Singapore branches of foreign companies that have obtained waiver from the IRAS from tax deducted at source in respect of the distributions from the Trust, and bodies of persons registered or constituted in Singapore, are entitled to gross distributions from the Trust. For distributions made to foreign non-individual Unitholders, the Trustee is required to withhold tax at the reduced rate of 10.0%. For other types of Unitholders, the Trustee is required to withhold tax at the prevailing corporate tax rate on the distributions made by the Trust. Such other types of Unitholders are subject to tax on the regrossed amounts of the distributions received but may claim a credit for the tax deducted at source at the prevailing corporate tax rate by the Trustee.

The Trust has a distribution policy to distribute at least 90.0% of its taxable income, other than gains from the sale of real estate properties that are determined by the IRAS to be trading gains. For the taxable income that is not distributed, referred to as retained taxable income, tax will be assessed on the Trustee. Where such retained taxable income is subsequently distributed, the Trustee need not deduct tax at source.

3.14 Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the Group’s Chief Operating Decision Makers (“CODMs”) to make decisions about resources to be allocated to the segments and assess its performance, and for which discrete financial information is available.

Segment results that are reported to the Group’s CODMs include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly Trust’s assets and liabilities.

3.15 new standards, interpretations and revised recommended accounting practice not yet adopted

On 29 June 2012, ICPAS issued a revised version of RAP 7. RAP 7 (2012) will become effective for the Group’s financial statements for the year ending 31 December 2013, and has not been applied in preparing these financial statements. The Manager does not expect the application of RAP 7 (2012) to have significant impact on the financial statements of the Group.

A number of new FRS standards, amendments to FRS standards and interpretations are effective for annual periods beginning after 1 January 2012, and have not been applied in preparing these financial statements. Those new standards, amendments to standards and interpretations that are expected to have a significant effect on the financial statements of the Group and the Trust in future financial periods, and which the Group does not plan to early adopt except as otherwise indicated below, are set out below.

CapitaMall Trust | Report to unitholders 2012 171 Notes to the Financial Statements Year ended 31 December 2012

Applicable for the Group’s 2013 financial statements

• FRS 113 Fair Value Measurement replaces the existing guidance on fair value measurement in different FRSs with a single definition of fair value. The standard also establishes a framework for measuring fair values and sets out the disclosure requirements for fair value measurements.

The adoption of this standard will require the Group to re-assess the bases used for determining the fair values computed for both measurement and disclosures purposes and would result in more extensive disclosures on fair value measurements. On initial application of the standard, the Group does not expect substantial changes to the bases used for determining the fair values.

In accordance with the transitional provisions, the Group will apply FRS 113 prospectively as of 1 January 2013. As a result, prior periods in the Group’s 2013 financial statements will not be restated for any adjustments arising from the changes in valuation bases as set out above; any such adjustments will be recorded in the income statement in 2013.

Applicable for the Group’s 2014 financial statements

• FRS 111 Joint Arrangements establishes the principles for classification and accounting of joint arrangements. The adoption of this standard would require the Group to re-assess and classify its joint arrangements as either joint operations or joint ventures based on its rights and obligations arising from the joint arrangements. Under this standard, interests in joint ventures will be accounted for using the equity method whilst interests in joint operations will be accounted for using the applicable FRSs relating to the underlying assets, liabilities, revenue and expense items arising from the joint operations.

At 31 December 2012, the Group has investments under joint arrangements. Currently, RCS Trust, Infinity Mall Trust and Infinity Office Trust are accounted for as jointly-controlled entities using the proportionate consolidation method. The Group has re-evaluated the rights and obligations of the parties to these joint arrangements and has determined that the parties in these joint arrangements have rights to the net assets of the joint arrangements. Accordingly, these joint arrangements will be classified as joint ventures under FRS 111 and will be accounted for using the equity method.

These changes will be applied retrospectively and in the Group’s 2014 financial statements, prior periods will be restated. Had this change been effected as at 31 December 2012, the estimated impact on key line items in the financial statements are as follow:

172 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Impact on Balance Sheet - Group

As at As at 31 December 2012 FRS 111 31 December 2012 as reported adjustments to be restated $’000 $’000 $’000

Total assets 9,888,721 (729,049) 9,159,672

Total liabilities 4,185,795 (729,049) 3,456,746

Impact on net assets 5,702,926 – 5,702,926

Impact on Statement of Total Return - Group

Year ended Year ended 31 December 2012 FRS 111 31 December 2012 as reported adjustments to be restated $’000 $’000 $’000

Gross revenue 661,588 (88,370) 573,218

Net income before share of profit of associate 264,629 (44,608) 220,021

Share of profit of associate 20,261 64,192 84,453

Total return for the year 536,333 – 536,333

CapitaMall Trust | Report to unitholders 2012 173 Notes to the Financial Statements Year ended 31 December 2012

4 pLAnt and equipment

Furniture, fittings and equipment 2012 2011 $’000 $’000

Group

Cost

At 1 January 4,453 4,579 Additions 1,468 603 Disposals (53) (220) Assets written off (66) (509) At 31 December 5,802 4,453

Accumulated depreciation

At 1 January 2,889 2,769 Charge for the year 943 830 Disposals (49) (219) Assets written off (66) (491) At 31 December 3,717 2,889

Carrying amounts

At 1 January 1,564 1,810 At 31 December 2,085 1,564

Trust

Cost

At 1 January 3,960 3,601 Additions 1,434 607 Disposals (49) (135) Assets written off (66) (113) At 31 December 5,279 3,960

Accumulated depreciation

At 1 January 2,490 1,956 Charge for the year 899 775 Disposals (46) (134) Assets written off (66) (107) At 31 December 3,277 2,490

Carrying amounts

At 1 January 1,470 1,645 At 31 December 2,002 1,470

174 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

5 Investment properties

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

At 1 January 7,849,200 7,271,500 6,716,000 6,194,300 Acquisition of investment properties – 295,000 – 295,000 Acquisition charges capitalised – 3,413 – 3,413 Disposal of invesment property (33,862) – (33,862) – Capital expenditure 210,634 158,162 202,618 157,183 8,025,972 7,728,075 6,884,756 6,649,896 Net change in fair value of investment properties 165,828 121,125 146,244 66,104 At 31 December 8,191,800 7,849,200 7,031,000 6,716,000

Some of the investment properties have been mortgaged to secure credit facilities for the Trust and the Group (Note 12) and as security for the convertible bonds of the Trust (Note 13). The mortgage to secure the credit facilities for the Trust was released on 31 October 2012. As at 31 December 2012, other than The Atrium@ Orchard, all investment properties under the Trust are unencumbered. As at 31 December 2011, Plaza Singapura, Lot One Shoppers’ Mall, Bukit Panjang Plaza, Rivervale Mall, Clarke Quay, Hougang Plaza and Bugis+ were unencumbered.

Investment properties are stated at fair value based on valuations performed by independent professional valuers. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In determining the fair value, the valuers have used valuation methods which involve certain estimates. The Manager is of the view that the estimates are reflective of the current market condition. The key assumptions used to determine the fair value of investment properties include market-corroborated capitalisation yield, terminal yield and discount rate.

6 pRoperties under development

Group 2012 2011 $’000 $’000

At 1 January 306,591 – Additions 29,436 306,591 At 31 December 336,027 306,591

Properties under development relate to the Group’s proportionate interest in properties held by Infinity Trusts located at Boon Lay Way with a remaining term of lease of 98 years.

Properties under development are stated at fair value based on valuation performed by independent professional valuer, CBRE Pte Ltd, on 31 December 2012. The valuer has considered valuation techniques including the residual land method, in arriving at the market value. In determining the fair value, the valuer has used valuation methods which involve certain estimates. The manager is of the view that the estimates are reflective of the current market condition.

During financial year ended 31 December 2012, interest capitalised amounted to $7,552,462 (2011: $2,115,555) with an effective rate ranging from 1.34% to 2.44% (2011: 1.38% to 3.00%) per annum.

CapitaMall Trust | Report to unitholders 2012 175 Notes to the Financial Statements Year ended 31 December 2012

7 Subsidiaries

Trust 2012 2011 $’000 $’000

Non-current assets Equity investments at cost –* –* Loan to subsidiaries 80 80 80 80

* Comprising 1 ordinary share of $1

Details of the subsidiaries are as follows:

Place of incorporation/ Effective equity Name of subsidiaries business interest held by the Trust 2012 2011 % %

CapitaRetail Singapore Limited1 Singapore 100 100

CMT MTN Pte. Ltd.1 Singapore 100 100

1 Audited by KPMG Singapore

CapitaRetail Singapore Limited

CapitaRetail Singapore Limited (“CRSL”) is an inactive company whose principal activity is investment holding.

CMT MTN Pte. Ltd.

CMT MTN Pte. Ltd. (“CMT MTN”), a wholly-owned subsidiary was incorporated on 23 January 2007. The principal activity of this subsidiary is the provision of treasury services, including on-lending to the Trust proceeds from issuances of notes under unsecured multicurrency medium term note programmes.

The Trust has provided a loan to CMT MTN amounting to $80,000 (2011: $80,000) which is non-trade in nature, unsecured and interest-free. The settlement of the amount is neither planned nor likely to occur in the foreseeable future. As this amount is, in substance, part of the Trust’s net investment in CMT MTN, it is stated at cost.

176 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

8 Associate and joint ventures

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Investment in associate 152,592 138,514 130,836 130,836 Investments in joint ventures – – 558,048 552,569 Loans to joint ventures 74,884 88,690 112,498 129,349 227,476 227,204 801,382 812,754

The loan to joint ventures is not expected to be repayable in the next twelve months from the reporting date. The loan bears an interest rate ranging from 2.12% to 2.44% (2011: 2.44% to 3.00%) per annum. Interest rate is repriced at intervals of less than twelve months.

Details of the associate and joint ventures are as follows:

Place of constitution/ incorporation/ Effective equity Name of associate and joint ventures business interest held by the Trust 2012 2011 % %

Associate

CapitaRetail China Trust1 Singapore 16.42 17.82

Joint ventures

Infinity Mall Trust1 and Infinity Office Trust1 Singapore 30.0 30.0

RCS Trust1 Singapore 40.0 40.0

1 Audited by KPMG Singapore 2 The dilution in the interest held for Investment in associate is due to the equity fund raising conducted by CRCT on 30 June 2011 and 2 November 2012 in which the Trust did not participate.

Associate

CapitaRetail China Trust

CapitaRetail China Trust (“CRCT”) is a real estate investment trust constituted in Singapore by a trust deed dated 23 October 2006 (as amended). CRCT was formally admitted to SGX-ST on 8 December 2006. CRCT is established with the objective of investing on a long term basis in a diversified portfolio of income producing real estate and primarily for retail purposes and located primarily in the People’s Republic of China.

On a recurring basis, as the results of CRCT are not expected to be announced in sufficient time to be included in the Group’s results for the same calendar quarter, the Group will equity account the results of CRCT based on a 3 month lag time.

At the reporting date, the fair value of both the Group’s and the Trust’s investment in CRCT is $201,236,000 (2011: $141,111,000).

CapitaMall Trust | Report to unitholders 2012 177 Notes to the Financial Statements Year ended 31 December 2012

Joint Ventures

Infinity Mall Trust and Infinity Office Trust

(a) Infinity Mall Trust

Infinity Mall Trust is an unlisted special purpose trust established under a trust deed (“Infinity Mall Trust Trust Deed”) dated 25 May 2011 entered into between the Trustee, CMA Singapore Investments (4) Pte. Ltd., CL JM Pte. Ltd. and JG Trustee Pte. Ltd. (as trustee of Infinity Mall Trust). Infinity Mall Trust is 30.0% owned by the Trust, 50.0% by CMA Singapore Investments (4) Pte. Ltd. and 20.0% by CL JM Pte. Ltd.

(b) Infinity Office Trust

Infinity Office Trust is an unlisted special purpose trust established under a trust deed (“Infinity Office Trust Trust Deed”) dated 25 May 2011 entered into between the Trustee, CMA Singapore Investments (5) Pte. Ltd., CL JO Pte. Ltd. and JG2 Trustee Pte. Ltd. (as trustee of Infinity Office Trust). InfinityO ffice Trust is 30.0% owned by the Trust, 50.0% by CMA Singapore Investments (5) Pte. Ltd. and 20.0% by CL JO Pte. Ltd.

The business of Infinity Mall Trust and Infinity Office Trust is to jointly acquire, own and operate the mixed development at Lot 8630V MK 5 at Boon Lay Way which comprises of retail and office components (“Infinity Project”).

RCS Trust

RCS Trust is an unlisted special purpose trust established under a trust deed (“RCS Trust Trust Deed”) dated 18 July 2006 entered into between HSBC Institutional Trust Services (Singapore) Limited as trustee-manager of RCS Trust (“RCS Trust Trustee-Manager”), HSBC Institutional Trust Services (Singapore) Limited as trustee of CapitaCommercial Trust (“CCT Trustee”), the Trustee, CapitaCommercial Trust Management Limited (CCTML as manager of CCT) and the Manager. RCS Trust is 40.0% owned by the Trust and 60.0% owned by CCT.

RCS Trust has entered into several service agreements in relation to management of the Trust and its property operations. The fee structures of these services are as follows:

(a) Property management fees

Under the property management agreement, property management fees are charged as follows:

(i) 2.00% per annum of the property income of the property; and

(ii) 2.50% per annum of the net property income of the property.

The property management fees are payable monthly in arrears.

(b) Asset management fees

Pursuant to the RCS Trust Trust Deed, the asset management fees comprise a base component of 0.25% per annum of the value of Deposited Property of RCS Trust and a performance component of 4.00% per annum of the net property income of RCS Trust, including all its Authorised Investments for the time being held or deemed to be held upon the trusts of the RCS Trust Trust Deed.

The asset management fees shall be paid entirely in the form of units or, with the unanimous approval of the Manager and CCTML, either partly in units and partly in cash or wholly in cash.

The asset management fees are payable quarterly in arrears.

178 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Pursuant to the RCS Trust Trust Deed, the Trustee-Manager’s fees shall not exceed 0.10% per annum of the value of Deposited Property of RCS Trust, as defined in the RCS Trust Trust Deed (subject to a minimum sum of $15,000 per month), payable out of the Deposited Property of RCS Trust. The RCS Trust Trustee-Manager is also entitled to reimbursement of expenses incurred in the performance of its duties under the RCS Trust Trust Deed.

The Trustee-Manager’s fees are payable quarterly in arrears.

The summarised financial information relating to the associate is not adjusted for the percentage of ownership held by the Group. The summarised financial information of the joint ventures represents the Group’s share in the joint ventures.

The financial information of the associate and the Trust’s interests in the joint ventures are as follows:

Associate Joint ventures 20121 20111 2012 2011 $’000 $’000 $’000 $’000

Assets and Liabilities Non-current assets 1,495,572 1,437,685 Current assets 15,184 41,378 Total assets 1,564,419 1,375,713 1,510,756 1,479,063

Non-current liabilities 733,143 727,727 Current liabilities 42,730 31,061 Total liabilities 662,096 578,922 775,873 758,788

Results Revenue 151,764 125,877 88,425 86,774 Expenses (43,816) (45,838) Revaluation surplus 19,584 55,021 Total return for the year 116,418 139,953 64,193 95,957

The Group’s share of joint venture capital commitment 85,791 88,066

1 As the results of CRCT for the fourth quarter ended 31 December 2012 are not announced in sufficient time to be included in the Group’s results for the same calendar quarter, the assets and liabilities recorded were based on CRCT’s unaudited financial statements and distribution announcement for the third quarter ended 30 September 2012 dated 23 October 2012. The financial results recorded were based on CRCT’s unaudited financial statements and distribution announcements for the period from 1 October 2011 to 30 September 2012.

Similarly, corresponding comparisons for previous financial year were based on CRCT’s unaudited financial statements and distribution announcement for the third quarter ended 30 September 2011 dated 14 October 2011 and on CRCT’s unaudited financial statements and distribution announcements for the period from 1 October 2010 to 30 September 2011.

CapitaMall Trust | Report to unitholders 2012 179 Notes to the Financial Statements Year ended 31 December 2012

9 Trade and other receivables

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Trade receivables 5,655 4,744 5,337 4,549 Deposits 4,326 3,062 833 1,353 Interest receivables 642 349 641 349 Amount due from related parties 65 153 13,130 13,706 Other receivables 1,601 20,911 707 23 Loans and receivables 12,289 29,219 20,648 19,980 Prepayments 556 566 420 445 12,845 29,785 21,068 20,425

Concentration of credit risk relating to trade receivables is limited due to the Group’s many varied tenants. These tenants comprise retailers engaged in a wide variety of consumer trades. The Group’s historical experience in the collection of accounts receivable falls within the recorded allowances. Due to these factors, the Manager believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group’s trade receivables.

The maximum exposure to credit risk for trade receivables at the reporting date (by type of consumers) is:

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Retail customers 5,596 4,688 5,290 4,495 Warehouse 30 51 30 51 Office 29 5 17 3 5,655 4,744 5,337 4,549

The Group’s most significant tenant, accounts for $433,255 (2011: $239,098) of the trade receivables carrying amount as at the reporting date.

180 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Impairment losses

The ageing of receivables at the reporting date is:

Group Trust Impairment Impairment Gross losses Gross losses $’000 $’000 $’000 $’000

2012

Not past due 4,807 – 4,532 – Past due 31 – 60 days 728 – 686 – Past due 61 – 90 days 85 – 85 – Over 90 days 35 – 34 – 5,655 – 5,337 –

2011

Not past due 4,009 – 3,876 – Past due 31 – 60 days 608 – 551 – Past due 61 – 90 days 108 – 104 – Over 90 days 19 – 18 – 4,744 – 4,549 –

The change in impairment loss in respect of trade receivables during the year is as follows:

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

As at 1 January – 14 – – Allowance recognised during the year 3 – – – Allowance reversed during the year (3) (14) – – As at 31 December – – – –

The Manager believes that no impairment allowance is necessary in respect of the remaining trade receivables as these receivables arose mainly from tenants that have good record with the Group and have sufficient security deposits as collateral.

CapitaMall Trust | Report to unitholders 2012 181 Notes to the Financial Statements Year ended 31 December 2012

10 Cash and cash equivalents

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Cash at bank and in hand 9,873 15,477 7,638 9,107 Fixed deposits with financial institutions 1,108,397 742,145 1,096,832 727,255 Cash and cash equivalents in the cash flow statement 1,118,270 757,622 1,104,470 736,362

The weighted average effective interest rates relating to cash and cash equivalents at the reporting date for the Group and Trust are 0.56% (2011: 0.54%) and 0.57% (2011: 0.54%) per annum respectively. Interest rates reprice at intervals of 1 month.

11 Trade and other payables

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Trade payables and accrued operating expenses 126,222 130,862 107,248 121,043 Amounts due to related parties (trade) 14,245 12,243 11,583 10,607 Deposits and advances 14,352 13,779 12,544 12,272 Interest payable 28,679 20,319 28,087 19,790 Distribution payable 51,637 32,525 51,637 32,525 235,135 209,728 211,099 196,237

Included in amounts due to related parties of the Group are amounts due to the Manager of $11,054,000 (2011: $10,128,000), the property manager of $2,145,000 (2011: $1,818,000) and the project manager of $155,000 (2011: $267,000). At Trust level, the amount due to related parties is an amount due to the Manager of $9,667,000 (2011: $8,792,000), the property manager of $1,856,000 (2011: $1,548,000) and the project manager of $33,000 (2011: $267,000).

Included in trade payables and accrued operating expenses is an amount due to the Trustee of $325,000 (2011: $303,000) at Group level and $288,000 (2011: $267,000) at Trust level.

182 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

12 Interest-bearing borrowings

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Current liabilities

Term loans (secured) – 783,000 – 783,000 Unamortised transaction costs – (503) – (503) – 782,497 – 782,497 Term loans (unsecured) 300,000 – 300,000 – 300,000 782,497 300,000 782,497

Non-current liabilities

Term loans (secured) 595,000 595,000 – – Unamortised transaction costs (4,449) (4,137) – – 590,551 590,863 – –

Revolving credit facility (secured) 20,495 – – – Unamortised transaction costs (288) – – – 20,207 – – –

Term loans (unsecured) 2,211,816 1,450,500 2,342,355 1,499,500 Unamortised transaction costs (3,255) – (3,255) – 2,208,561 1,450,500 2,339,100 1,499,500

2,819,319 2,041,363 2,339,100 1,499,500

Total interest-bearing borrowings 3,119,319 2,823,860 2,639,100 2,281,997

CapitaMall Trust | Report to unitholders 2012 183 Notes to the Financial Statements Year ended 31 December 2012

Terms and debt repayment schedule

Terms and conditions of outstanding interest-bearing borrowings are as follows:

2012 2011 Nominal Year of Face Carrying Face Carrying interest rate maturity value amount value amount % $’000 $’000 $’000 $’000

Group

Secured SGD fixed rate term loans 3.03 – 3.09 2016 400,000 396,652 400,000 395,863 SGD floating rate term loan 3 months 2016 195,000 193,899 195,000 195,000 SOR + 1.13 SGD floating rate revolving 3 months 2016 20,495 20,206 – – credit facility SOR + 1.13 SGD fixed rate term loans 3.13 – 3.84 2012 – – 783,000 782,497

Unsecured Retail bonds 2.00 2013 300,000 300,000 300,000 300,000 USD fixed rate term loan 3.73 – 4.32 2015 to 2018 1,099,335 1,097,784 650,500 650,500 JPY fixed rate term loan 1.31 2019 141,825 141,438 – – HKD fixed rate term loan 3.28 – 3.76 2022 to 2023 320,656 319,739 – – SGD fixed rate term loan 2.85 – 3.85 2014 to 2024 650,000 649,601 500,000 500,000 3,127,311 3,119,319 2,828,500 2,823,860

Trust

Secured SGD fixed rate term loans 3.13 – 3.84 2012 – – 783,000 782,497

Unsecured Retail bonds 2.00 2013 300,000 300,000 300,000 300,000 SGD fixed rate term loan 2.79 – 3.85 2014 to 2024 2,342,355 2,339,100 1,199,500 1,199,500 2,642,355 2,639,100 2,282,500 2,281,997

SOR – Swap Offer Rate

184 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

The following are the expected contractual undiscounted cash outflows of financial liabilities including interest payments and excluding the impact of netting agreements:

Cash flows Carrying Contractual Within Within More than amount cash flows 1 year 1 to 5 years 5 years $’000 $’000 $’000 $’000 $’000

Group

2012

Non-derivative financial liabilities

Secured SGD fixed rate term loans 396,652 442,742 12,308 430,434 – SGD floating rate term loan 193,899 205,629 2,648 202,981 – SGD floating rate revolving credit 20,206 21,559 262 21,297 – facility Convertible bonds 105,188 108,380 108,380 – –

Unsecured SGD fixed rate term loans 649,601 770,230 22,363 560,788 187,079 USD fixed rate term loan 1,097,784 1,254,340 44,620 717,165 492,555 JPY fixed rate term loan 141,438 154,429 1,856 7,426 145,147 HKD fixed rate term loan 319,739 431,815 11,387 45,549 374,879 Retail bonds 300,000 300,921 300,921 – – Convertible bonds 342,789 359,659 7,438 352,221 – Trade and other payables 235,135 235,135 235,135 – – Security deposits 148,529 148,529 54,017 94,512 – 3,950,960 4,433,368 801,335 2,432,373 1,199,660

2011

Non-derivative financial liabilities

Secured SGD fixed rate term loans 1,178,360 1,260,586 817,828 442,758 – SGD floating rate revolving credit 195,000 208,989 2,847 206,141 – facility Convertible bonds 263,286 283,955 2,563 281,392 –

Unsecured SGD fixed rate term loans 500,000 571,740 16,738 300,661 254,341 USD fixed rate term loan 650,500 742,371 28,108 714,263 – Retail bonds 300,000 306,921 6,000 300,921 – Convertible bonds 336,794 367,096 7,438 359,659 – Trade and other payables 209,728 209,728 209,728 – – Security deposits 131,160 131,160 45,282 85,878 – 3,764,828 4,082,546 1,136,532 2,691,673 254,341

CapitaMall Trust | Report to unitholders 2012 185 Notes to the Financial Statements Year ended 31 December 2012

Cash flows Carrying Contractual Within Within More than amount cash flows 1 year 1 to 5 years 5 years $’000 $’000 $’000 $’000 $’000

Trust

2012

Non-derivative financial liabilities

Secured Convertible bonds 105,188 108,380 108,380 – –

Unsecured SGD fixed rate term loans 2,339,100 2,748,871 81,125 1,422,846 1,244,900 Retail bonds 300,000 300,921 300,921 – – Convertible bonds 342,789 359,659 7,438 352,221 – Trade and other payables 211,099 211,099 211,099 – – Security deposits 135,877 135,877 48,379 87,498 – 3,434,053 3,864,807 757,342 1,862,565 1,244,900

2011

Non-derivative financial liabilities

Secured SGD fixed rate term loans 782,497 805,487 805,487 – – Convertible bonds 263,286 283,955 2,563 281,391 –

Unsecured SGD fixed rate term loans 1,199,500 1,357,983 43,277 1,060,365 254,341 Retail bonds 300,000 306,921 6,000 300,921 – Convertible bonds 336,794 367,096 7,438 359,659 – Trade and other payables 196,237 196,237 196,237 – – Security deposits 119,602 119,602 41,223 78,379 – 3,197,916 3,437,281 1,102,225 2,080,715 254,341

186 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

The interest-bearing borrowings comprise the following:

(1) Unsecured retail bonds of the Trust

On 16 February 2011, the Trust established a $2.5 billion Retail Bond Programme. The bonds (“Retail Bonds”) under the Retail Bond Programme will be issued from time to time by HSBC Institutional Trust Services (Singapore) Limited, in its capacity as Trustee.

Under the Retail Bond Programme, the Trustee may from time to time issue Retail Bonds in series or tranches in Singapore dollars, United States dollars, Australian dollars, Canadian dollars, Euro, Hong Kong dollars, or Japanese yen or in other currencies agreed between the Manager and the relevant dealer of the Retail Bonds and specified in the applicable pricing supplement. The Retail Bonds may be fixed rate bonds, floating rate bonds, hybrid bonds or zero coupon bonds.

On 25 February 2011, the Trustee issued $300.0 million in principal amount of Retail Bonds which carry an interest of 2.0% per annum, fully repayable on 25 February 2013.

(2) Unsecured term loans of CMT MTN

The Group has a $2.5 billion Multicurrency Medium Term Note Programme (“CMT MTN Programme”) and a US$2.0 billion Euro-Medium Term Note Programme (“EMTN Programme”) under CMT MTN.

Under the CMT MTN Programme, CMT MTN may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes in series or tranches in Singapore dollars, United States dollars or any other currency (“MTN Notes”).

Under the EMTN Programme, CMT MTN may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes in series or tranches in Euro, Sterling, United States dollars, Singapore dollars and any other currency (“EMTN Notes”).

each series or tranche of notes may be issued in various amounts and tenors, and may bear fixed, floating or variable rates of interest. Hybrid notes or zero coupon notes may also be issued under the CMT MTN Programme and EMTN Programme.

The MTN Notes and EMTN Notes shall constitute direct, unconditional, unsecured and unsubordinated obligations of CMT MTN ranking pari passu, without any preference or priority among themselves and pari passu with all other present and future unsecured obligations at CMT MTN. All sums payable in respect of the notes will be unconditionally and irrevocably guaranteed by the Trustee.

At 31 December 2012, notes issued by CMT MTN are as follows:

– under the CMT MTN Programme, $650.0 million (2011: $500.0 million) of fixed rate notes maturing between 2014 to 2024.

– under the EMTN Programme:

(i) US$900.0 million (2011: US$500.0 million) of fixed rate notes maturing between 2015 to 2018;

(ii) JPY10.0 billion (2011: Nil) of fixed rate notes maturing in 2019; and

(iii) hK$2.035 billion (2011: Nil) of fixed rate notes maturing between 2022 to 2023.

CapitaMall Trust | Report to unitholders 2012 187 Notes to the Financial Statements Year ended 31 December 2012

CMT MTN has entered into cross currency swaps to swap the abovementioned notes into Singapore dollars.

CMT MTN has on-lent the Singapore dollars proceeds from the issuance of the above MTN Notes and EMTN Notes to the Trust, which in turn uses such proceeds to refinance its borrowings, finance investments, asset enhancement works and capital expenditure of the Trust.

(3) Secured term loans of the Trust

As at 31 October 2012, the following secured term loans drawn down by the Trust were repaid through funds raised under CMT MTN and on-lent to the Trust:

(i) $433.0 million term loan at a fixed interest rate of 3.13% per annum, fully repayable on 30 April 2014. Under the facility agreement between Silver Maple Investment Corporation Ltd (“Silver Maple”), a special purpose company and the Trust, the Trust has to prepay the loan in full on 31 October 2012, failing which the interest rate of 1.00% above the Singapore Inter Bank Offered Rate (“SIBOR”) repriced every three months, will be applicable for the period from 31 October 2012 to 30 April 2014; and

(ii) $350.0 million term loan at a fixed interest rate of 3.84% per annum, fully repayable on 30 April 2014. Under the facility agreement, the Trust has to prepay the loan in full on 31 October 2012, failing which the interest rate of 1.00% above the SIBOR repriced every three months, will be applicable for the period from 31 October 2012 to 30 April 2014.

As security for credit facilities granted by Silver Maple to the Trust, the Trust has granted in favour of Silver Maple the following:

(i) a mortgage over certain properties (“Properties”);

(ii) an assignment and charge of the rental proceeds and tenancy agreements of units in the Properties;

(iii) an assignment of the insurance policies relating to the Properties;

(iv) an assignment of the agreements relating to the management of the Properties; and

(v) a fixed and floating charge over certain assets of the Trust relating to the Properties.

188 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Following the repayment of the term loans by the Trust, the security granted by the Trust in favour of Silver Maple has been discharged and released.

The repayment of $783.0 million by the Trust to Silver Maple on 31 October 2012, was used to redeem the following series of notes issued under Silver Maple’s $2.0 billion Medium Term Note Programme (“MTN Programme”) at their principal amount together with interest accrued thereon to the date of redemption:

(i) US$255.5 million notes which bore interest on a floating rate basis of 0.24% above the US dollar London Inter Bank Offered Rate (“LIBOR”) repriced every three months, for the period from 31 October 2005 to 31 October 2012. If these floating rate notes were not redeemed by Silver Maple on 31 October 2012, interest would have accrued at the rate of 1.0% above the US dollar LIBOR repriced every three months, for the period from 31 October 2012 to date of redemption on 30 April 2014; and

(ii) €175.0 million notes which bore interest on a floating rate basis of 0.16% above the Euro Interbank Offered Rate (“EURIBOR”) repriced every three months for the period from 26 February 2007 to 31 October 2012. If these floating rate notes were not redeemed by Silver Maple on 31 October 2012, interest would have accrued at the rate of 1.0% above 3 month EURIBOR, for the period from 31 October 2012 to date of redemption on 30 April 2014.

(together the “Floating Rate Notes”)

Subsequent to the redemption of the Floating Rate Notes, there are no outstanding notes issued under the MTN Programme. Accordingly, the MTN Programme has been terminated, and the security granted by Silver Maple over its rights in relation to the Properties, in favour of holders of notes issued under the MTN Programme as security for its obligations there under, has been discharged and released.

(4) Secured term loans of RCS Trust

The secured term loan and revolving credit facility by the RCS Trust were granted by a special purpose company, Silver Oak Ltd (“Silver Oak”).

Silver Oak has on 21 June 2011 granted RCS Trust a term loan facility of $1,000.0 million and a revolving credit facility (“RCF”) of $300.0 million under the loan agreements between Silver Oak and RCS Trust Trustee-Manager.

As at 31 December 2012, the total loans drawn down by RCS Trust from Silver Oak is $1,000.0 million (2011: $1,000.0 million), consisting of:

(i) term loan of $800.0 million (2011: $800.0 million) at a fixed rate of 3.09% per annum, fully repayable on 21 June 2018. In the event the loan is not prepaid in full on 21 June 2016, interest will accrue on the loan at the rate of 4.565% above the swap offer rate repriced every three months, for the period from 21 June 2016 to 21 June 2018; and

(ii) term loan of $200.0 million (2011: $200.0 million) at a fixed rate of 3.025% per annum, fully repayable on 21 June 2018. In the event the loan is not prepaid in full on 21 June 2016, interest will accrue on the loan at the rate of 2.23% above the swap offer rate repriced every three months, for the period from 21 June 2016 to 21 June 2018.

CapitaMall Trust | Report to unitholders 2012 189 Notes to the Financial Statements Year ended 31 December 2012

As security for the facilities granted by Silver Oak to the RCS Trust Trustee-Manager, the RCS Trust Trustee-Manager has granted in favour of Silver Oak the following:

(i) a mortgage over Raffles City Singapore;

(ii) an assignment of the insurance policy relating to Raffles City Singapore;

(iii) an assignment of the agreements relating to the management of Raffles City Singapore;

(iv) an assignment and charge of the rental proceeds and tenancy agreements of units in Raffles City Singapore; and

(v) a fixed and floating charge over certain assets of RCS Trust relating to Raffles City Singapore.

As at 31 December 2012, the Group’s 40.0% share of RCS Trust’s term loans are $400.0 million (2011: $400.0 million).

To fund the loans to RCS Trust of $1,000.0 million, Silver Oak has:

(i) issued US$645.0 million (2011: US$645.0 million) in principal amount of Class A Secured Floating Rate Notes under the $10,000,000,000 Multicurrency Secured Medium Term Note Programme at floating interest rate of 1.45% per annum above the US dollar LIBOR repriced every three months, with expected maturity on 21 June 2016 (the “Series 002 Notes”). In the event that the Series 002 Notes are not redeemed by Silver Oak on 21 June 2016, interest will accrue at the rate of 2.45% per annum above the US dollar LIBOR repriced every three months, for the period from 21 June 2016 to date of redemption on 21 June 2018. Silver Oak has entered into a cross currency swap agreement to swap the proceeds from the Series 002 Notes into $800.0 million; and

(ii) drawn down term loan of $200.0 million (2011: $200.0 million) granted by banks at floating interest rate of 1.23% per annum above the Singapore dollar Swap Offer Rate (“SOR”) repriced every three months, for the period from 21 June 2011 to 21 June 2016. In the event that the term loans are not repaid by Silver Oak on 21 June 2016, interest will accrue at the rate of 2.23% per annum above the Singapore dollar SOR repriced every three months, for the period from 21 June 2016 to date of final maturity on 21 June 2018. Silver Oak has entered into an interest rate swap agreement to hedge the floating interest rates of the term loan to a fixed rate term loan.

In addition, Silver Oak has in place $300.0 million RCF from banks to fund loan requests under the RCF provided to RCS Trust.

As security for the Notes, Silver Oak has created a fixed and floating charge over the assets of RCS Trust in favour of the Silver Oak Notes Trustee under the Notes Debenture.

190 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

(5) Secured term loans of Infinity Mall Trust and Infinity Office Trust

Under the secured facility agreement dated 28 October 2011 between JG Trustee Pte. Ltd., JG2 Trustee Pte. Ltd. and various banks and financial institutions, the banks and financial institutions have granted Infinity Mall Trust and InfinityO ffice Trust total facility of $820.0 million comprising the term loan facility of $650.0 million and revolving credit facility of $170.0 million.

The term loan facility drawn down by Infinity Mall Trust and Infinity Office Trust as at 31 December 2012 is $650.0 million (2011: $650.0 million) at a floating interest rate of 1.13% above the Swap Offer Rate repriced every month, for the period from 30 November 2011 to the earlier of (i) the date after 12 months after the Final Temporary Occupation Permit date for the Infinity Project or (ii) 60 months after date of facility agreement.

The Group’s 30.0% share of the $650.0 million term loan drawn by Infinity Mall Trust and Infinity Office Trust amounts to $195.0 million.

The revolving credit facility drawn down by Infinity Mall Trust and Infinity Office Trust as at 31 December 2012 is $68.3 million (2011: Nil) at a floating interest rate of 1.13% above the Swap Offer Rate repriced every month, for the period from 30 November 2011 to the earlier of (i) the date after 12 months after the Final Temporary Occupation Permit date for the Infinity Project or (ii) 60 months after date of facility agreement.

The Group’s 30.0% share of the $68.3 million revolving credit facility drawn by Infinity Mall Trust and Infinity Office Trust amounts to $20.5 million.

As security for the loans, Infinity Mall Trust and Infinity Office Trust have granted in favour of the lenders the following:

(i) a mortgage over the properties;

(ii) an assignment and charge of the rental proceeds, tenancy agreements, sale proceeds and sale agreements;

(iii) an assignment of the insurance policies relating to each of the properties;

(iv) an assignment of the building agreement relating to each of the properties;

(v) an assignment of the project documents relating to each of the properties; and

(vi) a fixed and floating charge over certain assets of the Infinity Mall Trust and Infinity Office Trust relating to the properties.

CapitaMall Trust | Report to unitholders 2012 191 Notes to the Financial Statements Year ended 31 December 2012

13 Convertible Bonds

Group and Trust 2012 2011 $’000 $’000

Carrying amount of debt component at 1 January 600,080 542,635 Proceeds from issuance of 2014 Convertible Bonds – 350,000 Equity component from issuance of 2014 Convertible Bonds – (8,360) Transaction costs – (8,900) 600,080 875,375

Amortisation of transaction costs 4,402 5,470 Interest accretion 13,837 28,158 Repurchase of 2013 Convertible Bonds (170,342) (216,408) Redemption of 2013 Convertible Bonds – (92,515) Carrying amount of debt component at 31 December 447,977 600,080

Current Liabilities 105,188 – Non-current Liabilities 342,789 600,080 447,977 600,080

2013 Convertible Bonds

On 2 July 2008, the Trust issued $650.0 million principal amount of convertible bonds due 2013 (“2013 Convertible Bonds”) which carry a coupon interest at 1.0% per annum. As at 31 December 2012, the 2013 Convertible Bonds are convertible by bondholders into Units at a conversion price of $3.39 at any time up to 3.00 p.m. on 22 June 2013 (at the place where the certificate evidencing such 2013 Convertible Bonds is deposited for conversion). The Trustee has the option to pay cash in lieu of issuing new Units on conversion of any of the 2013 Convertible Bonds.

The 2013 Convertible Bonds may also be redeemed, in whole, or in part, at the option of the Trustee on or at any time after 2 July 2011 but not less than 7 business days prior to 2 July 2013 (subject to the satisfaction of certain conditions). The final redemption date of the 2013 Convertible Bonds is 2 July 2013. The redemption price upon maturity is equal to 109.31% of the principal amount, together with any accrued interest (if any) up to the final redemption date.

On 4 July 2011, $87.75 million principal amount of the 2013 Convertible Bonds was redeemed and cancelled pursuant to the put option exercised by the holders of the 2013 Convertible Bonds.

During the year, $105.75 million, $35.5 million and $16.75 million in principal amount of the 2013 Convertible Bonds were repurchased and cancelled on 2 October 2012, 29 October 2012 and 12 December 2012 respectively. In 2010 and 2011, a total of $306.0 million in principal amount was repurchased and cancelled.

Following the repurchase and redemption, the outstanding aggregate principal amount of the 2013 Convertible Bonds is $98.25 million.

The 2013 Convertible Bonds are secured on the mortgage of The Atrium@Orchard.

192 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

2014 Convertible Bonds

On 19 April 2011, the Trust issued $350.0 million principal amount of convertible bonds due 2014 (“2014 Convertible Bonds”) at an interest rate 2.125% per annum. As at 31 December 2012, the 2014 Convertible Bonds are convertible by bondholders into Units at a conversion price of $2.2427 at any time up to 3.00 p.m. on 9 April 2014 (at the place where the certificate evidencing such 2014 Convertible Bonds is deposited for conversion). The final redemption date of the 2014 Convertible Bonds is 19 April 2014.

14 Financial derivatives

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Non-current liabilities

Cross currency swaps 141,090 53,021 – – Interest rate swaps 14,951 16,412 12,078 16,397 Derivative liability portion of convertible bonds – 13 – 13 156,041 69,446 12,078 16,410

Cross currency swaps

The Group enters into cross currency swaps (“CCS”) to manage its foreign currency risk arising from its foreign currency borrowings. The Group has designated the cross currency swaps as hedging instruments in cash flow hedges.

At 31 December 2012, the Group held CCS with a total notional amount of $1,692,354,800 (2011: $699,500,000) to provide Singapore dollar fixed rate funding for terms of 5 to 12 years (2011: 5 years).

Interest rate swaps

At 31 December 2012, the Group held interest rate swaps with a total notional amount of $515,000,000 (2011: $372,500,000) to provide fixed rate funding for terms of 5 years (2011: 5 years).

Derivative liability portion of convertible bonds

The changes in fair value of the derivative liability portion of the convertible bonds are recognised in the Statement of Total Return.

CapitaMall Trust | Report to unitholders 2012 193 Notes to the Financial Statements Year ended 31 December 2012

The following table indicates the periods of the cash flows associated with financial derivatives are expected to impact the Statement of Total Return:

Cash flows Carrying Contractual Within Within More than amount cash flows 1 year 1 to 5 years 5 years $’000 $’000 $’000 $’000 $’000

Group

2012

Cross currency swap (141,090) (157,997) (934) (96,729) (60,334) Interest rate swaps (14,951) (15,200) (8,190) (7,010) –

2011

Cross currency swap (53,021) (56,993) 1,291 (58,284) – Interest rate swaps (16,412) (17,648) (7,457) (10,191) –

Trust

2012

Interest rate swaps (12,078) (11,329) (6,889) (4,440) –

2011

Interest rate swaps (16,397) (16,499) (7,157) (9,342) –

15 Amount owing to joint venture partners

This relates to the Trust’s share of joint ventures loans from the other joint venture partners. The amount is not expected to be repayable in the next twelve months from the reporting date.

194 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

16 units in issue

Trust 2012 2011 ’000 ’000

Units in issue: At 1 January 3,328,417 3,184,259 Units created: - as payment of asset management fees in relation to the Trust’s 40.0% interest in RCS Trust 3,004 2,797 - as payment of acquisition fees for Infinity Trusts – 1,696 - equity fund raising 125,000 139,665 Total issued units at 31 December 3,456,421 3,328,417

On 30 November 2012, the Trust issued 125,000,000 new Units at $2.00 per unit for cash for the purposes of capital expenditure and asset enhancement initiatives of CapitaMall Trust (“CMT”) properties, refinancing of existing debts of CMT and its subsidiaries and/or general corporate and working capital.

On 10 November 2011, the Trust issued 139,665,000 new Units at $1.79 per unit for cash for the purposes of capital expenditure, asset enhancement initiatives and general corporate and working capital.

Each unit in the Trust represents an undivided interest in the Trust. The rights and interests of Unitholders are contained in the Trust Deed and include the right to:

• Receive income and other distributions attributable to the units held;

• Participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the realisation of the assets of the Trust less any liabilities, in accordance with their proportionate interests in the Trust. However, a Unitholder has no equitable or proprietary interest in the underlying assets of the Trust and is not entitled to the transfer to it of any assets (or part thereof) or of any estate or interest in any asset (or part thereof) of the Trust;

• Attend all Unitholders meetings. The Trustee or the Manager may (and the Manager shall at the request in writing of not less than 50 Unitholders or one-tenth in number of the Unitholders, whichever is lesser) at any time convene a meeting of Unitholders in accordance with the provisions of the Trust Deed; and

• One vote per unit.

The restrictions of a Unitholder include the following:

• A Unitholder’s right is limited to the right to require due administration of the Trust in accordance with the provisions of the Trust Deed; and

• A Unitholder has no right to request the Manager to redeem his units while the units are listed on SGX-ST.

A Unitholder’s liability is limited to the amount paid or payable for any units in the Trust. The provisions of the Trust Deed provide that no Unitholders will be personally liable for indemnifying the Trustee or any creditor of the Trustee in the event that liabilities of the Trust exceed its assets.

CapitaMall Trust | Report to unitholders 2012 195 Notes to the Financial Statements Year ended 31 December 2012

17 Gross revenue

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Gross rental income 610,908 582,727 526,502 499,666 Car park income 19,128 17,577 16,985 15,448 Others 31,552 30,269 29,731 28,708 661,588 630,573 573,218 543,822

18 pRoperty operating expenses

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Land rental 1,153 1,048 1,153 1,048 Property tax 57,377 56,536 50,022 49,029 Utilities 40,373 38,561 34,472 33,030 Property management fees 24,689 23,506 21,222 20,099 Property management reimbursements 30,901 27,297 28,163 24,773 Marketing 17,756 24,821 16,608 23,754 Maintenance 40,146 37,768 37,117 34,678 Others 3,940 2,796 3,733 2,642 216,335 212,333 192,490 189,053

19 Interest and other income

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Interest income: - financial institutions 6,057 2,248 5,998 2,221 - joint ventures – – 2,872 2,649 Other income 495 84 – – 6,552 2,332 8,870 4,870

20 Investment income

Trust 2012 2011 $’000 $’000

Distribution income from: - joint ventures 52,205 48,809 - associate 15,289 10,344 67,494 59,153

196 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

21 Asset management fees

Included in the asset management fees are fees for RCS Trust of $5,500,000 (2011: $5,331,000) which are paid/ payable in units.

22 Finance costs

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Interest paid/payable: - subsidiaries – – 63,507 43,277 - term loans 104,458 88,604 28,609 32,089 - convertible bonds 10,130 9,015 10,130 9,015 - revolving credit facilities – 1,377 – – - realised loss on financial derivatives 7,383 8,086 7,383 8,086 Accreted interest of convertible bonds 11,520 19,563 11,520 19,563 Amortisation of transaction costs 4,691 6,272 3,877 4,356 Others 756 2,039 389 1,824 138,938 134,956 125,415 118,210

23 Gain on disposal of investment property

Gain on disposal of investment properties relates to the sale of Hougang Plaza with legal completion on 13 June 2012. The net proceeds arising from the sale will be used for general corporate and working capital purposes.

24 Income tax expense

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Current tax expense Current year – 45 – 45 Over provision in prior years (1,992) – – – (1,992) 45 – 45

Reconciliation of effective tax rate

Net income 284,890 268,493 289,891 263,174

Tax calculated using Singapore tax rate of 17% 48,431 45,644 49,282 44,740 Non-tax deductible items 7,789 4,989 6,938 5,893 Income subject to tax – 45 – 45 Tax transparency (56,220) (50,633) (56,220) (50,633) Over provision in prior years (1,992) – – – (1,992) 45 – 45

CapitaMall Trust | Report to unitholders 2012 197 Notes to the Financial Statements Year ended 31 December 2012

25 eARnings per unit

(a) Basic earnings per unit

The calculation of basic earnings per unit is based on the weighted average number of units during the year and total return for the year.

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Total return for the year 536,333 384,227 519,758 323,887

Trust Number of Units 2012 2011 ’000 ’000

Issued units at beginning of the year 3,328,417 3,184,259 Effect of creation of new units: - asset management fees in relation to the Trust’s 40.0% interest in RCS Trust 1,685 1,513 - acquisition fees for Infinity Trusts – 302 - equity fund raising 10,929 19,898 Weighted average number of units at the end of the year 3,341,031 3,205,972

(b) Fully diluted earnings per unit

In calculating diluted earnings per unit, the total return for the year and weighted average number of units during the year are adjusted for the effects of all dilutive potential units:

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Total return for the year 536,333 384,227 519,758 323,887 Impact of conversion of the dilutive potential units 24,751 24,666 24,751 24,666 Adjusted total return for the year 561,084 408,893 544,509 348,553

Trust Number of Units 2012 2011 ’000 ’000

Weighted average number of units used in calculation of basic earnings per unit 3,341,031 3,205,972 Weighted average number of unissued units from convertible bonds 221,795 219,835 Weighted average number of units in issue (diluted) 3,562,826 3,425,807

198 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

26 Issue expenses

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Underwriting and selling commissions (3,461) (3,191) (3,461) (3,191)

27 Related parties

For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the parties or exercise significant influence over the parties in making financial and operating decisions, or vice versa, or where the Group and the parties are subject to common significant influence. Related parties may be individuals or other entities. The Manager, Project Manager (CapitaLand Retail Project Management Pte Ltd) and Property Manager (CapitaLand Retail Management Pte Ltd) are subsidiaries of a substantial Unitholder of the Trust.

In the normal course of the operations of the Trust, asset management fees and trustee’s fees have been paid or are payable to the Manager and Trustee respectively. The property management fees and property management reimbursements are payable to the Property Manager.

During the financial year, other than those disclosed elsewhere in the financial statements, the following were significant related party transactions, carried out in the normal course of business on arm’s length commercial terms:

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Asset enhancement works and consultancy fees paid/payable to a related company of the Manager 5,642 4,381 3,664 4,344 Rental and related income received/ receivable from related companies of the Manager 1,028 689 922 613 Divestment fees paid to the Manager 596 – 596 – Acquisition fees paid to the Manager – 2,950 – 2,950

CapitaMall Trust | Report to unitholders 2012 199 Notes to the Financial Statements Year ended 31 December 2012

28 Financial risk management

Capital management

The Board of the Manager proactively reviews the Group’s and the Trust’s capital and debt management cum financing policy regularly so as to optimise the Group’s and the Trust’s funding structure. Capital consists of Unitholders’ Funds of the Group. The Board also monitors the Group’s and the Trust’s exposure to various risk elements and externally imposed requirements by closely adhering to clearly established management policies and procedures.

The Trust and its subsidiaries are subject to the aggregate leverage limit as defined in the Property Fund Appendix of the CIS code. The CIS code stipulates that the total borrowings and deferred payments (together the “Aggregate Leverage”) of a property fund should not exceed 35.0% of the fund’s deposited property. The Aggregate Leverage of a property fund may exceed 35.0% of the fund’s deposited property (up to a maximum of 60.0%) only if a credit rating of the property fund from Fitch Inc., Moody’s or Standard and Poor’s is obtained and disclosed to the public. The property fund should continue to maintain and disclose a credit rating so long as its Aggregate Leverage exceeds 35.0% of the fund’s deposited property.

The Trust has maintained its corporate rating of ‘A2’. The Group and the Trust have complied with the Aggregate Leverage limit of 60.0% during the financial year. There were no changes in the Group’s approach to capital management during the financial year.

Overview of risk management

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The Manager continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Audit Committee oversees how the Manager monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

200 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Credit risk

Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group, as and when they fall due.

The Manager has established credit limits for customers and monitors their balances on an ongoing basis. Credit evaluations are performed by the Manager before lease agreements are entered into with tenants.

The Manager establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main component of this allowance is a specific loss component that relates to the individually significant exposure.

The allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

Cash and fixed deposits are placed with financial institutions which are regulated. The Group limits its credit risk exposure in respect of investments by only investing in liquid securities and only with counterparties that have sound credit ratings. Given these high credit ratings, management does not expect any counterparty to fail to meet its obligations.

At 31 December 2012 and 31 December 2011, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying value of each financial asset on the balance sheet.

Liquidity risk

The Manager monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations.

Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

Foreign currency risk

The Group is exposed to foreign currency risk on interest-bearing borrowings that were denominated in a currency other than the functional currency of the Group. The currencies giving rise to this risk are US Dollars, HK Dollars and JPY. The Group hedges this risk by entering into cross currency swaps with notional contract amounts of US$500.0 million, US$400.0 million, HK$1.15 billion, JPY10.0 billion and HK$885.0 million.

CapitaMall Trust | Report to unitholders 2012 201 Notes to the Financial Statements Year ended 31 December 2012

Sensitivity analysis

A 10.0% strengthening of Singapore dollar against the following foreign currency at the reporting date would decrease the Statement of Total Return and Unitholders’ Funds as at 31 December 2012 by the amounts shown below. This analysis assumes that all other variables, in particular, interest rates, remain constant.

Statements of Unitholders’ Total Return Funds $’000 $’000

Group

2012

US dollar – (13,554) Hong Kong dollar – (5,960) Japanese Yen – (1,557) – (21,071)

2011

US dollar – (7,791)

A 10.0% weakening of Singapore dollar against the above currency would have had an equal but opposite effect on the above currency to the amounts shown above, on the basis that all other variables remain constant.

Interest rate risk

The Group’s exposure to changes in interest rates relates primarily to interest-bearing financial liabilities. Interest rate risk is managed on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by adverse movements in interest rates.

At 31 December 2012, the Group has interest rate swaps with total notional contract amount of $515,000,000 (2011: $372,500,000) whereby the Group has agreed with counterparties to exchange, at specified intervals, the difference between floating rate and fixed rate interest amounts calculated by reference to the agreed notional principal amounts of the secured and unsecured term loans.

The net fair value of the above swaps at 31 December 2012 is $14,951,000 (2011: $16,412,000) comprising non-current liabilities of $14,951,000 (2011: $16,412,000).

202 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Sensitivity analysis

An increase of 100 basis points (“bp”) in interest rate at the reporting date would increase/(decrease) Statements of Total Return and Unitholders’ Funds by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

Statements of Unitholders’ Total Return Funds $’000 $’000

Group

2012

Interest rate swaps 6,260 –

2011

Interest rate swaps 8,456 –

Trust

2012

Interest rate swaps 6,260 –

2011

Interest rate swaps 8,456 –

A decrease of 100 bp in interest rate at the reporting date would have had an equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.

CapitaMall Trust | Report to unitholders 2012 203 Notes to the Financial Statements Year ended 31 December 2012

29 Classification and fair value of financial instruments

The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:

Fair value – Loans Other Total Designated hedging and financial carrying Fair at fair value instruments receivables liabilities amount value Note $’000 $’000 $’000 $’000 $’000 $’000

Group

2012

Loan to joint ventures 8 – – 74,884 – 74,884 74,884 Trade and other receivables 9 – – 12,289 – 12,289 12,289 Cash and cash equivalents 10 – – 1,118,270 – 1,118,270 1,118,270 – – 1,205,443 – 1,205,443 1,205,443

Trade and other payables 11 – – – (235,135) (235,135) (235,135) Security deposits – – – (148,529) (148,529) (142,601) Interest-bearing borrowings 12 – – – (3,119,319) (3,119,319) (3,413,115) Convertible bonds 13 – – – (447,977) (447,977) (459,453) Financial derivatives 14 (12,078) (143,963) – – (156,041) (156,041) Amounts owing to joint venture partners 15 – – (78,749) – (78,749) (78,749) (12,078) (141,963) (78,749) (3,950,960) (4,185,750) (4,485,094)

2011

Loan to joint ventures 8 – – 88,690 – 88,690 88,690 Trade and other receivables 9 – – 29,219 – 29,219 29,219 Cash and cash equivalents 10 – – 757,622 – 757,622 757,622 – – 875,531 – 875,531 875,531

Trade and other payables 11 – – – (209,728) (209,728) (209,728) Security deposits – – – (131,160) (131,160) (125,950) Interest-bearing borrowings 12 – – – (2,823,860) (2,823,860) (2,962,718) Convertible bonds 13 – – – (600,080) (600,080) (624,086) Financial derivatives 14 (16,425) (53,021) – – (69,446) (69,446) Amounts owing to joint venture partners 15 – – (90,545) – (90,545) (90,545) (16,425) (53,021) (90,545) (3,764,828) (3,924,819) (4,082,473)

204 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Fair value – Loans Other Total Designated hedging and financial carrying Fair at fair value instruments receivables liabilities amount value Note $’000 $’000 $’000 $’000 $’000 $’000

Trust

2012

Loan to joint ventures 8 – – 112,498 – 112,498 112,498 Trade and other receivables 9 – – 20,648 – 20,648 20,648 Cash and cash equivalents 10 – – 1,104,470 – 1,104,470 1,104,470 – – 1,237,616 – 1,237,616 1,237,616

Trade and other payables 11 – – – (211,099) (211,099) (211,099) Security deposits – – – (135,877) (135,877) (130,383) Interest-bearing borrowings 12 – – – (2,639,100) (2,639,100) (2,807,001) Convertible bonds 13 – – – (447,977) (447,977) (459,453) Financial derivatives 14 (12,078) – – – (12,078) (12,078) (12,078) – – (3,434,053) (3,446,131) (3,620,014)

2011

Loan to joint ventures 8 – – 129,349 – 129,349 129,349 Trade and other receivables 9 – – 19,980 – 19,980 19,980 Cash and cash equivalents 10 – – 736,362 – 736,362 736,362 – – 885,691 – 885,691 885,691

Trade and other payables 11 – – – (196,237) (196,237) (196,237) Security deposits – – – (119,602) (119,602) (114,615) Interest-bearing borrowings 12 – – – (2,281,997) (2,281,997) (2,367,206) Convertible bonds 13 – – – (600,080) (600,080) (624,086) Financial derivatives 14 (16,410) – – – (16,410) (16,410) (16,410) – – (3,197,916) (3,214,326) (3,318,554)

CapitaMall Trust | Report to unitholders 2012 205 Notes to the Financial Statements Year ended 31 December 2012

Estimation of fair values

The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments of the Group.

Derivative financial instruments

The fair value of interest rate swaps, cross currency swaps and derivative liability portion of the convertible bonds are based on broker quotes/third party quotes. These quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.

Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at market rates at the reporting date.

Other financial assets and liabilities

The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair values because of the short period to maturity.

Interest rates used in determining fair values

The interest rates used to discount estimated cash flows, where applicable, are based on the forward yield curve at 31 December plus an adequate constant credit spread, and are as follows:

2012 2011 % %

Security deposits 3.29 – 3.30 3.18 – 3.34 Interest-bearing borrowings 1.32 – 3.22 1.26 – 2.40 Convertible bonds 1.30 1.40

206 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation model. The different levels have been defined as follows:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable data).

Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000

Group

2012

Cross currency swap – 141,090 – 141,090 Interest rate swaps – 14,951 – 14,951 – 156,041 – 156,041

2011

Cross currency swap – 53,021 – 53,021 Interest rate swaps – 16,412 – 16,412 Derivative liability portion of convertible bonds – – 13 13 – 69,433 13 69,446

Trust

2012

Interest rate swaps – 12,078 – 12,078

2011

Interest rate swaps – 16,397 – 16,397 Derivative liability portion of convertible bonds – – 13 13 – 16,397 13 16,410

CapitaMall Trust | Report to unitholders 2012 207 Notes to the Financial Statements Year ended 31 December 2012

The following table presents the changes in Level 3 instruments for the financial year ended 31 December 2012:

Group and Trust 2012 2011 $’000 $’000

Derivative liability portion of convertible bonds

Opening balance 13 8,234 Extinguishment of derivative liability on repurchase of convertible bonds – (541) Gains recognised in the Statement of Total Return (13) (7,680) Closing balance – 13

There were no transfers between the levels during the year (2011: Nil).

208 Realising Potential, Building A Decade of Excellence Notes to the Financial Statements Year ended 31 December 2012

30 operating segments

For the purpose of making resource allocation decisions and the assessment of segment performance, the Group’s CODMs reviews internal/management reports of its investment properties. This forms the basis of identifying the operating segments of the Group under FRS 108 Operating Segments.

Segment revenue comprises mainly of income generated from its tenants. Segment net property income represents the income earned by each segment after allocating property operating expenses. This is the measure reported to the CODMs for the purpose of assessment of segment performance. In addition, the CODMs monitor the non-financial assets as well as financial assets attributable to each segment when assessing segment performance.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income-earning assets and revenue, interest-bearing borrowings and expenses, related assets and expenses. Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more than one year.

Geographical segments

Segment information in respect of the Group’s geographical segments is not presented, as the Group’s activities for the year ended 31 December 2012 and 31 December 2011 related to properties located in Singapore.

CapitaMall Trust | Report to unitholders 2012 209 210 Notes to the Financial Statements Year ended 31 December 2012

Operating segments

40.0% interest in Funan Lot One Bukit The Other RCS Trust – Tampines DigitaLife IMM Plaza Bugis Shoppers’ Panjang Atrium@ Clarke Investment Subsidiaries Raffles City Infinity Mall Junction 8 Mall Building Singapura Junction JCube Mall Plaza Orchard Quay Bugis+ Properties1 portfolio2 Singapore Trusts Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

2012

Gross revenue 69,752 53,661 32,139 73,558 81,228 75,176 23,712 40,688 25,053 21,193 34,369 19,640 23,049 – 88,370 – 661,588

Segment net property income 50,328 37,901 21,384 46,597 59,404 51,927 14,223 27,928 15,925 11,393 19,972 10,319 13,427 – 64,525 – 445,253

Interest and other income 6,552 Finance costs (138,938) Unallocated expenses (48,238) Share of profit of associate 20,261 Net income 284,890

Net change in fair

Realising Potential, Building ADecade ofExcellence value of financial derivatives 4,332 Net change in fair value of investment properties 20,982 6,547 6,937 (10,805) 22,676 14,682 32,870 9,700 9,833 2,194 22,193 4,071 4,364 – 19,584 – 165,828 Gain on disposal of investment property 84,346 Loss on repurchase of convertible bonds (5,055) Total return for the year before income tax 534,341 Income tax expense 1,992 Total return for the year 536,333 Operating segments

2012

Gross revenue 69,752 53,661 32,139 73,558 81,228 75,176 23,712 40,688 25,053 21,193 34,369 19,640 23,049 – 88,370 – 661,588

Segment net property income 50,328 37,901 21,384 46,597 59,404 51,927 14,223 27,928 15,925 11,393 19,972 10,319 13,427 – 64,525 – 445,253

Interest and other income 6,552 Finance costs (138,938) Unallocated expenses (48,238) Share of profit of associate 20,261 Net income 284,890

Net change in fair value of financial derivatives 4,332 Net change in fair value of investment properties 20,982 6,547 6,937 (10,805) 22,676 14,682 32,870 9,700 9,833 2,194 22,193 4,071 4,364 – 19,584 – 165,828 Gain on disposal of investment property 84,346 Loss on repurchase of convertible bonds (5,055) Total return for the year before income tax 534,341 Income tax expense 1,992 Total return for the year 536,333

CapitaMall Trust|Rep ort to unitholders 2012 Notes to the Financial Statements Year ended 31 December 2012

2012

Assets and liabilities

Segment assets 827,630 617,510 354,491 608,561 1,106,869 879,266 341,359 467,424 270,532 718,092 326,162 323,008 199,282 20,387 1,175,424 336,671 8,572,668 Investment in associate and joint ventures 227,476 Unallocated assets 1,088,577 Total assets 9,888,721

Segment liabilities 23,057 21,340 11,390 36,244 28,309 23,083 29,775 14,069 7,634 18,254 18,494 12,949 10,911 2,373,311 423,694 305,356 3,357,870

Unallocated liabilities: - interest payables 59,337 - asset management fees payable 9,667 - convertible bonds 447,977 - derivative liabilities 12,078 - others 298,866 827,925 Total liabilities 4,185,795

Other segmental information

Depreciation and amortisation 72 116 27 177 89 59 261 78 64 22 76 86 77 – 123 – 1,327

Plant and equipment: - capital expenditure 16 21 6 35 6 17 212 33 7 715 27 320 19 – 34 – 1,468

Investment properties: - capital expenditure 6,018 13,453 63 12,805 3,324 318 34,130 3,300 1,167 91,806 9,807 22,929 3,498 – 8,016 – 210,634 211 Receivables written off – – – – – – – – – – – 3 4 – 3 – 10 212 Notes to the Financial Statements Year ended 31 December 2012

Operating segments

2011

Gross revenue 68,320 52,056 31,682 78,034 81,438 72,454 – 39,079 24,286 26,278 33,114 11,177 25,904 – 86,751 – 630,573

Segment net property income 49,156 35,996 20,228 50,525 59,229 50,089 (3,864) 26,366 15,406 15,657 18,750 2,399 14,832 – 63,471 – 418,240

Interest and other income 2,332 Finance costs (134,956) Unallocated expenses (43,222) Share of profit of associate 26,099 Net income 268,493

Net change in fair value of financial derivatives 4,976

Realising Potential, Building ADecade ofExcellence Net change in fair value of investment properties 5,241 2,140 15,629 (57,060) 42,200 46,437 19,551 14,795 2,636 1,881 16,337 (9,960) (33,723) – 55,021 – 121,125 Loss on repurchase of convertible bonds (10,322) Total return for the year before income tax 384,272 Income tax expense (45) Total return for the year 384,227 CapitaMall Trust|Rep ort to unitholders 2012 Notes to the Financial Statements Year ended 31 December 2012

2011

Assets and liabilities

Segment assets 800,750 597,536 347,456 607,146 1,080,661 864,405 273,219 454,500 259,573 623,399 293,985 295,862 225,407 11,943 1,154,166 327,096 8,217,104 Investment in associate and joint ventures 227,204 Unallocated assets 727,868 Total assets 9,172,176

Segment liabilities 22,550 24,527 12,970 28,586 27,396 23,564 35,067 13,584 7,937 19,594 13,237 11,048 12,829 1,216,794 420,103 286,328 2,176,114

Unallocated liabilities: - interest-bearing borrowings 782,497 - interest payables 40,372 - asset management fees payable 8,792 - convertible bonds 600,080 - derivative liabilities 16,410 - others 301,889 1,750,040 Total liabilities 3,926,154

Other segmental information

Depreciation and amortisation 88 72 34 201 116 67 7 80 68 7 53 7 94 – 145 – 1,039

Plant and equipment: - capital expenditure 24 21 36 126 13 5 10 11 13 9 275 43 21 – (4) – 603

Investment properties: - capital expenditure 2,759 14,860 1,371 4,060 3,800 2,563 81,449 2,205 1,364 31,119 2,663 6,547 2,423 – 979 – 158,162

Receivables written off 2 – – 5 – – – (1) – – – – – – (1) – 5

213 Other investment properties comprise Sembawang Shopping Centre, Rivervale Mall and Hougang Plaza.

2 Subsidiaries portfolio comprises CRSL and CMT MTN. Notes to the Financial Statements Year ended 31 December 2012

31 Commitments

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Capital commitments: - contracted but not provided for 152,040 266,644 66,249 178,578

operating lease rental receivable

The Group leases out its investment properties. Non-cancellable operating lease rentals are receivable as follows:

Group Trust 2012 2011 2012 2011 $’000 $’000 $’000 $’000

Within 1 year 562,480 516,680 490,889 445,209 After 1 year but within 5 years 838,673 735,625 651,575 574,560 More than 5 years 622,146 49,702 83,441 47,784 2,023,299 1,302,007 1,225,905 1,067,553

32 Contingent liability

Pursuant to the tax transparency ruling from IRAS, the Trustee has provided a tax indemnity for certain types of tax losses, including unrecovered late payment penalties, that may be suffered by IRAS should IRAS fail to recover from Unitholders tax due or payable on distributions made to them without deduction of tax, subject to the indemnity amount agreed with the IRAS. This indemnity is applicable to distributions made out of the Trust’s income for the period from the date of the listing of the Trust to 1 August 2004. The amount of indemnity, as agreed with IRAS for any one year is limited to the higher of $500,000 or 1.0% of the taxable income of the Trust for that year. Each yearly indemnity has a validity period of the earlier of seven years from the end of the relevant year of assessment and three years from the termination of the Trust. The tax indemnity provided to the IRAS will cease to have effect from 1 January 2013.

33 Financial ratios

2012 2011 % %

Expenses to weighted average net assets1 - including performance component of Manager’s management fees 0.80 0.77 - excluding performance component of Manager’s management fees 0.49 0.45

Portfolio turnover rate2 – –

1 The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore. The expenses used in the computation relate to expenses of the Trust, excluding property expenses and finance costs.

2 The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the Group expressed as a percentage of daily average net asset value.

214 Realising Potential, Building A Decade of Excellence Unitholders’ Statistics

STATISTICS OF UNITHOLDINGS As at 26 February 2013

ISSUED AND FULLY PAID UNITS 3,457,076,253 units (voting rights: 1 vote per unit) Market Capitalisation S$7,363,572,419 (based on closing unit price of S$2.13 on 26 February 2013)

DISTRIBUTION OF UNITHOLDINGS Number of Size of Holdings Unitholders % Number of Units %

1 – 999 270 2.13 57,941 0.00 1,000 – 10,000 8,897 70.12 40,502,149 1.17 10,001 – 1,000,000 3,488 27.49 166,711,749 4.82 1,000,001 and above 33 0.26 3,249,804,414 94.01 12,688 100.00 3,457,076,253 100.00

LOCATION OF UNITHOLDERS Number of Country Unitholders % Number of Units %

Singapore 12,291 96.87 3,450,172,524 99.80 Malaysia 200 1.58 3,042,101 0.09 Others 197 1.55 3,861,628 0.11 12,688 100.00 3,457,076,253 100.00

TWENTY LARGEST UNITHOLDERS

S/No. Name Number of Units %

1 Citibank Nominees Singapore Pte Ltd 704,563,980 20.38 2 Pyramex Investments Pte Ltd 570,417,150 16.50 3 Dbsn Services Pte Ltd 395,814,443 11.45 4 Dbs Nominees Pte Ltd 391,711,172 11.33 5 Hsbc (Singapore) Nominees Pte Ltd 348,808,185 10.09 6 Albert Complex Pte Ltd 279,300,000 8.08 7 Ntuc Fairprice Co-operative Ltd 123,741,000 3.58 8 United Overseas Bank Nominees Pte Ltd 110,274,129 3.19 9 Raffles Nominees (Pte) Ltd 69,274,328 2.00 10 Premier Healthcare Services International Pte Ltd 62,700,000 1.81 11 Alphaplus Investments Pte Ltd 48,127,000 1.39 12 CapitaMall Trust Management Limited 41,086,060 1.19 13 Bnp Paribas Securities Services Singapore 31,554,143 0.91 14 Db Nominees (Singapore) Pte Ltd 14,882,702 0.43 15 Merrill Lynch (Singapore) Pte Ltd 13,723,749 0.40 16 Bank Of Singapore Nominees Pte Ltd 11,256,073 0.33 17 Morgan Stanley Asia (Singapore) Securities Pte Ltd 3,578,267 0.10 18 Bnp Paribas Nominees Singapore Pte Ltd 3,509,808 0.10 19 Societe Generale Singapore Branch 3,448,993 0.10 20 Macquarie Capital Securities 2,798,428 0.08 3,230,569,610 93.44

CapitaMall Trust | Report to unitholders 2012 215 Unitholders’ Statistics

List of Directors’ Interest As at 21 January 2013

Name Number of CMT Units Held

James Koh Cher Siang 355,626 (Direct)

Lim Ming Yan 868,000 (Direct)

Ho Chee Hwee Simon 119,700 (Direct) 119,000 (Deemed)

Richard R. Magnus 6,483 (Direct)

Tan Kian Chew 50,934 (Direct) 64,000 (Deemed)

Tan Wee Yan, Wilson 20,456 (Direct)

Number of units owned by each Substantial Unitholder As at 26 February 2013 % of % of Total % Direct Issued Deemed Issued Total of Issued Name of Substantial Unitholders Interest Units Interest Units Interest Units

Temasek Holdings (Private) Limited1 – – 962,128,469 27.83% 962,128,469 27.83%

CapitaLand Limited – – 953,503,2102 27.58% 953,503,2102 27.58%

CapitaMalls Asia Limited3 – – 953,503,2102 27.58% 953,503,2102 27.58%

Pyramex Investments Pte Ltd4 570,417,150 16.50% – – 570,417,150 16.50%

Albert Complex Pte Ltd4 279,300,000 8.08% – – 279,300,000 8.08%

Notes:

1 Based on the information provided by Temasek Holdings (Private) Limited. Temasek Holdings (Private) Limited is wholly-owned by the Minister for Finance.

2 279,300,000 Units held by Albert Complex Pte Ltd, 570,417,150 Units held by Pyramex Investments Pte Ltd, 62,700,000 Units held by Premier Healthcare Services International Pte Ltd and 41,086,060 Units held by the Manager.

3 A subsidiary of CapitaLand Limited. CapitaLand Limited holds a direct interest of 65.44% in CapitaMalls Asia Limited.

4 A wholly-owned subsidiary of CapitaMalls Asia Limited.

Based on information made available to the Manager, approximately 72.12% of the units in CMT were held in the hands of the public as at 26 February 2013. Accordingly, Rule 723 of the Listing Manual of the SGX-ST has been compiled with.

216 Realising Potential, Building A Decade of Excellence Interested Person Transactions

The transactions entered into with interested persons during the financial year, which fall under the listing manual and the property fund appendix (excluding transactions of less than S$100,000 each), are as follows:

Aggregate value of all interested person transactions during the financial period under review (excluding transactions of less than S$100,000 each) Name of Interested Person S$ '000

CapitaLand Limited and its subsidiaries or associates - Management fees1 43,370 - Property management fees & reimbursables 55,590 - Project management and consultancy fees for asset enhancement works 1,993 - Divestment fees related to Hougang Plaza 596 - Rental and service income 44,910 - General services 29,712

Temasek Holdings (Private) Limited and its associates - Rental and service income 3,400

The Hongkong and Shanghai Banking Corporation Limited and its associates - Trustee fees 1,305

1 For the purposes of Clause 907 of the Listing Manual of the SGX-ST, in arriving at this figure, the market price of the units (being the closing price of the units traded on the SGX-ST on the relevant date of issue of the units) issued to the Manager for its management fees, was used to determine the amount of the aggregate asset management fees paid to the Manager for the period from 1 January 2012 to 31 December 2012.

Save as disclosed above, there were no additional Interested Person Transactions (excluding transactions of less than S$100,000 each) entered into during the financial year under review.

On 10 February 2004, the SGX-ST has granted a waiver to CMT from Rules 905 and 906 of the SGX-ST’s Listing Manual in relation to payments for management fees, payments for acquisition and divestment fees, payments of property management fees, reimbursements to the property manager in respect of payroll and related expenses as well as payments of trustee’s fees. Such payments are not to be included in the aggregated value of total related party transactions as governed by Rules 905 and 906 of the SGX-ST’s Listing Manual.

Please also see Significant Related Party Transactions on Note 27 in the financial statements.

Subscription of CMT Units

For the financial year ended 31 December 2012, an aggregate of 128,003,919 units were issued and subscribed for. As at 31 December 2012, 3,456,420,674 units were in issue and outstanding. On 1 February 2013, 655,579 units were issued to the Manager as part payment of the performance component of its asset management fees for the fourth quarter of 2012.

CapitaMall Trust | Report to unitholders 2012 217 Mall Directory

Mall Contact Website

Bugis+ 201 Victoria Street, Singapore 188067 www.bugis-plus.com.sg Tel (65) 6634 6810, Fax (65) 6835 7840

Bugis Junction 200 Victoria Street, Singapore 188021 www.bugisjunction-mall.com.sg Tel (65) 6557 6557, Fax (65) 6338 1783

Bukit Panjang Plaza 1 Jelebu Road, Singapore 677743 www.bukitpanjangplaza.com.sg Tel (65) 6314 6388, Fax (65) 6763 4829

Clarke Quay 3 River Valley Road, Singapore 179024 www.clarkequay.com.sg Tel (65) 6337 3292, Fax (65) 6334 8423

Funan DigitaLife Mall 109 North Bridge Road, Singapore 179097 www.funan.com.sg Tel (65) 6336 8327, Fax (65) 6333 4275

IMM Building 2 Jurong East Street 21, Singapore 609601 www.imm.sg Tel (65) 6665 8268, Fax (65) 6562 3933

JCube 2 Jurong East Central 1, Singapore 609731 www.j-cube.com.sg Tel (65) 6684 2153, Fax (65) 6684 2151

Junction 8 9 Bishan Place, Singapore 579837 www.junction8.com.sg Tel (65) 6354 2955, Fax (65) 6354 2977

Lot One Shoppers’ Mall 21 Choa Chu Kang Avenue 4, www.lot1.com.sg Singapore 689812 Tel (65) 6314 6200, Fax (65) 6763 2405

Plaza Singapura 68 Orchard Road, Singapore 238839 www.plazasingapura.com.sg Tel (65) 6332 9298, Fax (65) 6339 5006

Raffles City Singapore Retail www.rafflescity.com.sg 252 North Bridge Road, Singapore 179103 Office 250 North Bridge Road, Singapore 179101 Hotel Swissôtel The Stamford Singapore 2 Stamford Road, Singapore 178882

Fairmont Singapore 80 Bras Basah Road, Singapore 189560 Tel (65) 6338 7766, Fax (65) 6337 3618

Rivervale Mall 11 Rivervale Crescent, Singapore 545082 www.rivervalemall.com.sg Tel (65) 6788 8370, Fax (65) 6787 0995

Sembawang Shopping Centre 604 Sembawang Road, Singapore 758459 www.sembawangsc.com.sg Tel (65) 6757 8000, Fax (65) 6257 1463

Tampines Mall 4 Tampines Central 5, Singapore 529510 www.tampinesmall.com.sg Tel (65) 6788 8370, Fax (65) 6787 0995

The Atrium@Orchard 68 Orchard Road, Singapore 238839 www.capitamallsasia.com Tel (65) 6332 9770, Fax (65) 6339 5006

218 Realising Potential, Building A Decade of Excellence Corporate Information

CapitaMall Trust The Manager

Registered Address Registered Address Audit Committee HSBC Institutional Trust Services CapitaMall Trust Management Mr Lee Khai Fatt, Kyle (Chairman) (Singapore) Limited Limited Mr Fong Kwok Jen 21 Collyer Quay 39 Robinson Road Mr Gay Chee Cheong #10-02 HSBC Building #18-01 Robinson Point Singapore 049320 Singapore 068911 Corporate Disclosure Committee Phone: +65 6536 1188 Mr James Koh Cher Siang Website & Email Address Fax: +65 6536 3884 (Chairman) www.capitamall.com Mr Lim Ming Yan [email protected] Directors of the Manager Mr Ho Chee Hwee Simon Mr James Koh Cher Siang Trustee Chairman & Non-Executive Director Executive Committee HSBC Institutional Trust Services Mr Lim Ming Yan (Chairman) (Singapore) Limited Mr Lim Ming Yan Mr Ho Chee Hwee Simon 21 Collyer Quay Deputy Chairman & Mr Tan Wee Yan, Wilson #03-01 HSBC Building Non-Executive Director Singapore 049320 Investment Committee Phone: +65 6658 6906 Mr Fong Kwok Jen Mr James Koh Cher Siang Fax: +65 6534 5526 Independent Non-Executive Director (Chairman) Mr Lim Ming Yan Auditor Mr Gay Chee Cheong Mr Ho Chee Hwee Simon KPMG LLP Independent Non-Executive Director Mr Lee Khai Fatt, Kyle Public Accountants and Mr Richard R. Magnus Certified Public Accountants Mr Ho Chee Hwee Simon Mr Tan Wee Yan, Wilson 16 Raffles Quay Non-Executive Director #22-00 Hong Leong Building Company Secretaries Singapore 048581 Mr Lee Khai Fatt, Kyle Mr Choo Wei-Pin Phone: +65 6213 3388 Independent Non-Executive Director Ms Goh Mei Lan Fax: +65 6225 0984 Partner-In-Charge: Mr Richard R. Magnus Mr Leong Kok Keong Independent Non-Executive Director (With effect from financial year ended 31 December 2012) Maj-Gen (NS) Ng Chee Khern Independent Non-Executive Director Unit Registrar Boardroom Corporate & Mr Tan Kian Chew Advisory Services Pte. Ltd. Non-Executive Director 50 Raffles Place #32-01 Singapore Land Tower Mr Teoh Leong Kay, Danny Singapore 048623 Independent Non-Executive Director Phone: +65 6536 5355 Fax: +65 6536 1360 Mr Tan Wee Yan, Wilson Chief Executive Officer & Executive Director

CapitaMall Trust | Report to unitholders 2012 219 Glossary

The following table identifies the terms referred to in this Annual Report.

Capitalisation Rate Property earnings divided by the property asset price or value. The capitalisation rate is similar to a current yield – the amount of current income an investor receives per dollar of current value of the investment.

Capitalisation rate may also refer to the rate used to convert income into an indication of the anticipated value of the property at the end of the holding period.

Decantation Optimisation of the usage of retail space by creating more valuable lettable retail space in exchange for lower-yield space in order to increase the yield of a property.

Deposited Property All the assets of CMT, including all its authorised investments for the time being held or deemed to be held upon the trusts of the Trust Deed.

Greenfield Development A land site that has not been previously developed or polluted.

Gross Turnover Rent Rental income which is pegged to tenants’ sales.

Lettable Space Any part of a property that can be leased to a tenant.

Manager CapitaMall Trust Management Limited, in its capacity as manager of CMT.

Net Asset Value Per Unit The total assets of CMT less total liabilities, in terms of per unit.

Occupancy Cost Ratio of a tenant’s gross rental (inclusive of service charge, advertising & promotional charge and gross turnover rent) to tenants’ sales.

Pre-let/Pre-commit A lease signed with an occupier prior to completion of a development.

Rental Reversion Increase or decrease in rental as compared to the preceding rental being fetched for a retail shop unit.

Return On Investment Incremental net property income divided by the capital expenditure for an asset enhancement project.

Rights Issue Underwritten renounceable 9-for-10 rights issue.

Service Charge The expenses that retail tenants pay to their landlords for maintenance of the common areas, utilities, taxes and other costs.

Sq Ft Square feet.

Step-up Rent Rental rate that increases by predetermined amounts at various points in the future under a lease agreement.

Total Development Cost All capital expenditure on a development project including the opening book value of the property on commencement of development, as well as attributable interest and other costs.

220 Realising Potential, Building A Decade of Excellence All rights reserved. This Report to Unitholders may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, availability of real estate properties, competition from other companies and venues for the sale/distribution of goods and services, shifts in consumer demands, customers and partners, changes in operating expenses, including public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. No information herein should be reproduced without the express written permission of CapitaMall Trust. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current views of management on future events. All information herein are correct at the time of publication. For updated information, please contact us.

Any discrepancies in the tables and charts between the listed figures and totals thereof are due to rounding. Where applicable, figures and percentages are rounded to one or two decimal places.

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