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PAVILION REAL ESTATE INVESTMENT TRUST 2017 ANNUAL REPORT REAL ESTATE PAVILION Pavilion REIT Management Sdn. Bhd. Company Number : 939490-H Level 10, Pavilion Kuala Lumpur, 168 Jalan Bukit Bintang, 55100 Kuala Lumpur T : +603 2118 8888 F : +603 2118 8889 Email : [email protected] 2017 ANNUAL www.pavilion-reit.com REPORT PavilionARcov_FINAL.indd 1 22/02/2018 10:56 AM What’s Inside Overview 1 Vision, Mission and Investment Strategies 2 Corporate Information 4 Highlights 6 Message from the Chairman 9 Board of Directors 15 Management Team 19 Salient Features of Pavilion REIT 20 Pavilion REIT Structure Business Review 22 Message from the Chief Executive Officer 24 Management Discussion & Analysis 34 Investors Relation and Fund Management 36 Portfolio Details Corporate Governance Report and Financial Statements 44 Corporate & Sustainability Report 48 Corporate Governance Statement 51 Nominating Committee Report 52 Audit Committee Report 53 Statement of Risk Management and Internal Control 54 Additional Information 56 Financial Statements Others 102 Analysis of Unitholdings 105 Market Overview 123 Glossary 124 Notice of Annual General Meeting Enclosed Proxy Form Disclaimer : This annual report, prepared by Pavilion REIT Management Sdn Bhd (“the Manager”) may contain certain forward-looking statements and is prepared based on the Manager’s current view of future events that may involve certain assumptions, risks and uncertainties. Unitholders and investors are advised that past performance does not necessarily signify its future performance. The principal investment policy of Pavilion REIT Vision, is investing directly and indirectly, in a diversified portfolio of income producing real estate used solely or Mission and predominantly for retail purposes (including mixed-use developments with a retail component) in Malaysia and Investment other countries within the Asia-Pacific region as well as Strategies real estate related assets. Vision To be the leading and most sought after REIT in Malaysia. To provide unitholders with regular and stable distributions as Mission well as to achieve long term growth in net asset value per unit, while maintaining an appropriate capital structure. Strategies The Manager intends to achieve the vision and mission of Pavilion REIT through the following strategies: (a) Actively pursuing acquisition opportunities in accordance with the authorised investments of Pavilion REIT - acquire yield accretive income-producing properties - explore repositioning opportunities (b) Pursuing an efficient capital management strategy - diversify sources of debt funding - maintaining a reasonable level of debt service capability - securing favourable terms of funding - managing financial obligations - managing the exposures arising from adverse market interest rates through appropriate hedging strategies - actively managing the range of maturities to reduce refinancing risk and optimise the cost of capital (c) Proactively managing the properties and implementing asset enhancement strategies - maximise quality shopper traffic, especially at Pavilion Kuala Lumpur Mall - active management of tenant base in order to increase rental rates and maintain high occupancy rates - continued asset enhancement initiatives to increase net lettable area and rental potential - improving cost efficiency CORPORATE INFORMATION BOARD OF DIRECTORS OF THE MANAGER Chairman and Non-Independent Executive Director Overview Tan Sri Lim Siew Choon Non-Independent Executive Director Puan Sri Tan Kewi Yong Dato’ Lee Tuck Fook Business Review Non-Independent Non-Executive Director Ahmed Ali H A Al-Hammadi Ahmad Mohammed F Q Al-Khanji Mohd Abdulrazzaq A A Al-Hashmi Navid Chamdia Ooi Ah Heong Independent Non-Executive Director Dato’ Mohzani bin Abdul Wahab Dato’ Maznah binti Abdul Jalil Dato’ Choo Chuo Siong Syed Mohd Fareed bin Shaikh Alhabshi Corporate Governance Report Governance And Financial Statements Corporate Others 2 Pavilion REIT 2017 Annual Report Corporate Information (cont’d) MANAGER & ITS PRINCIPAL PLACE TRUSTEE OF BUSINESS MTrustee Berhad (Company Number: 163032-V) Pavilion REIT Management Sdn Bhd B-2-9 (2nd Floor) (Company Number: 939490-H) Pusat Perdagangan Kuchai Level 10, Pavilion Kuala Lumpur No 2 Jalan 1/127 Overview 168, Jalan Bukit Bintang Off Jalan Kuchai Lama 55100 Kuala Lumpur, Malaysia 58200 Kuala Lumpur Telephone No.: +603 2118 8888 Telephone No.: +603 7983 1088 Facsimile No.: +603 2118 8889 Facsimile No.: +603 7984 9612 E-mail: [email protected] Website: www.pavilion-reit.com PROPERTY MANAGER MANAGER’S REGISTERED OFFICE Henry Butcher Malaysia Sdn Bhd Business Review 6-2 Level 6 East Wing (Company Number: 160636-P) Menara Goldstone (Holiday Inn Express) No. 25 Jalan Yap Ah Shak No. 84 Jalan Raja Chulan Off Jalan Dang Wangi 50200 Kuala Lumpur, Malaysia 50300 Kuala Lumpur, Malaysia Telephone No.: +603 2166 9818 Facsimile No.: +603 2166 6818 AUDITOR KPMG PLT AUDIT COMMITTEE (LLP0010081-LCA & AF-0758) Chartered Accountants Dato’ Mohzani bin Abdul Wahab (Chairman) KPMG Tower Dato’ Maznah binti Abdul Jalil 8, First Avenue, Bandar Utama Dato’ Choo Chuo Siong 47800 Petaling Jaya Navid Chamdia Selangor Darul Ehsan, Malaysia NOMINATING COMMITTEE PRINCIPAL BANKERS Dato’ Maznah binti Abdul Jalil (Chairperson) Affin Bank Berhad Corporate Governance Report Governance And Financial Statements Corporate Dato’ Mohzani bin Abdul Wahab Alliance Bank Malaysia Berhad Dato’ Choo Chuo Siong AmBank (M) Berhad Mohd Abdulrazzaq A A Al-Hashmi CIMB Bank Berhad Ooi Ah Heong Hong Leong Bank Berhad Malayan Banking Berhad Public Bank Berhad COMPANY SECRETARY OF THE MANAGER REGISTRAR Others Lim Mei Yoong (Licensed Secretary No: LS 02201) Tricor Investor & Issuing House Services Sdn 6-2 Level 6 East Wing Bhd (Company Number: 11324-H) Menara Goldstone (Holiday Inn Express) Unit 32-01, Level 32, Tower A No. 84 Jalan Raja Chulan Vertical Business Suite, Avenue 3, Bangsar 50200 Kuala Lumpur, Malaysia South No 8 Jalan Kerinchi 59200 Kuala Lumpur, Malaysia Telephone No.: +603 2783 9299 Facsimile No.: +603 2783 9222 Pavilion REIT 2017 Annual Report 3 HIGHLIGHTS Distributable Income Distribution per Unit (RM’000) (sen) 300,000 8.50 Overview 250,000 8.00 8.24 8.24 8.23 200,000 7.50 7.96 249,683 248,885 248,784 239,928 150,000 7.00 7.36 221,315 100,000 6.50 50,000 6.00 FY2013 FY2014 FY2015 FY2016 FY2017 FY2013 FY2014 FY2015 FY2016 FY2017 Business Review Investment Properties Net Asset Value per Unit (RM’000) (RM) 6,000,000 1.35 133,000 133,000 5,000,000 133,000 1.30 133,000 133,000 1.30 4,000,000 1.25 1.30 1.28 1.26 3,000,000 1.20 2,000,000 1.15 1.17 1,000,000 1.10 4,000,000 4,300,000 4,350,000 5,096,000 5,135,000 FY2013 FY2014 FY2015 FY2016 FY2017 FY2013 FY2014 FY2015 FY2016 FY2017 Corporate Governance Report Governance And Financial Statements Corporate Market Capitalisation No of Unitholders (RM’000) Others 6,000,000 6,000 5,000,000 5,000 5,960 5,242 5,095 4,000,000 5,742,798 4,000 4,992 4,836 4,878,451 3,000,000 4,677,655 3,000 4,400,177 2,000,000 2,000 3,852,396 1,000,000 1,000 FY2013 FY2014 FY2015 FY2016 FY2017 FY2013 FY2014 FY2015 FY2016 FY2017 4 Pavilion REIT 2017 Annual Report Pavilion REIT 2017 AnnualReport REIT Pavilion 5 Others Corporate Governance Report And Financial Statements Business Review Overview MESSAGE FROM THE CHAIRMAN Overview Business Review Economic Review There were broad improvements overall for the During Budget 2018, it was announced that there world economy in 2017, with growth rates at 3.6% will not be any increase in taxes and due to the compared to 3.2% in 2016. With United States high cost of living, there will be a personal tax cuts leading the way, their economy is showing a drop for the middle class. This will result in increase in unemployment rate to 4.3% this year (2016 – in cumulative disposal income by RM1.5 billion 4.9%) and expected GDP growth at 2.2% in 2017, with over 261,000 people no longer having to pay compared to 1.5% in 2016. This resulted in three income tax. rate hikes during the year, increasing the Federal Funds rates to 1.25% - 1.50% and more hikes are With the highly anticipated commencement anticipated in 2018. of construction for MRT3 line, ECRL and Kuala Lumpur – Singapore high - speed railway in 2018, Eurozone GDP growth rate also reached 1.8% this will all contribute positively to the construction in 2017, compared to a long term forecast of sectors and its related products. Henceforth, this 1.2% per annum. This resulted in talks that the will help boost the consumer confidence and Corporate Governance Report Governance And Financial Statements Corporate European Central Bank will be reducing their spending for the general economy which will Quantitative Easing programme in Europe earlier benefit the retail sector. than anticipated. Market Review In the region, China’s GDP remains on track to post a growth of 7% in 2017, as compared to a forecast The market has seen M-REIT growth in 2017. of 6.5% by Premier Li Keqiang earlier during the With the listing of KIP REIT on 6 February 2017, year. Japan also experienced the longest streak the combined market capitalisation value of Others of annualised real term growth of 1.4% in 16 years the M-REIT grew by 4% from RM44.2 billion to largely led by increases in export. RM46 billion in 2017. During the year, M-REITs transactions value totalled RM1.16 billion in Back in Malaysia, the real GDP for 2017 has been 2017 with eight completed acquisitions and two revised upwards from 5.2% to 5.7% for 2017, with disposals by seven REITs as compared to a total 2018 forecasted at a conservative range of 5.00% of RM1.87 billion recorded in the prior year. The to 5.50%. This is due to stronger crude oil prices proposed acquisition for Pavilion Kuala Lumpur during the year; which started from USD52 per Mall Extension is only expected to be completed barrel early 2017 and ended at USD61 per barrel by first quarter of 2018.