MAKING OUR MARK. OUE Hospitality Trust Annual Report 2013

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1 MAKING OUR MARK OUE Hospitality Trust Annual Report 2013

2 2 OUE Hospitality Trust Annual Report 2013

3 ABOUT OUE HOSPITALITY TRUST OUE Hospitality Trust (OUE H-Trust) is a stapled group comprising OUE Hospitality Real Estate Investment Trust (OUE H-REIT) and OUE Hospitality Business Trust (OUE H-BT), listed on the Mainboard of Singapore Exchange Securities Trading Limited. OUE H-REIT was established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets. OUE H-REIT s initial asset portfolio comprising the 1,077- room Mandarin Orchard Singapore and the adjoining Mandarin Gallery, has a total portfolio value of S$1.76 billion as at 31 December new guest rooms were added to Mandarin Orchard Singapore after the listing of OUE Hospitality Trust, thereby increasing the number of rooms from 1,051 to 1,077. OUE H-BT is presently dormant and does not hold any properties. OUE H-REIT is managed by OUE Hospitality REIT Management Pte. Ltd., which is a wholly-owned subsidiary of OUE Limited (OUE). OUE H-BT is managed by OUE Hospitality Trust Management Pte. Ltd., which is also a wholly-owned subsidiary of OUE. CONTENT 06 Letter to Stapled Securityholders 12 Financial Highlights 13 Structure of OUE H-Trust 14 Strategy of the Trust 18 Investor Relations 20 Corporate Governance 30 Board of Directors 36 REIT Manager 40 Corporate Social Responsibility 42 Portfolio Overview 45 Property Overview 52 Financial Review 55 OUE Hospitality Trust Financials 107 OUE Hospitality Trust Management Pte. Ltd. Financials 121 Statistics of Stapled Securityholdings 124 Interested Person and Interested Party Transactions 125 Notice of Annual General Meeting 131 Proxy Form

4 Mandarin Orchard Singapore OUE HOSPITALITY TRUST PORTFOLIO (as at 31 Dec 2013) S$536.0m 31% S$1,220.0m 69% Mandarin Orchard Singapore Mandarin Gallery Mandarin Gallery S$1.76B PORTFOLIO VALUE 1,077 HOTEL GUEST ROOMS 196,336sq ft OF RETAIL SPACE (Gross Floor Area)

5 Making Our Mark 03 MAKING OUR MARK OUE Hospitality Trust - An idea, a vision and finally, on 25 July 2013, a reality. We thank you for embarking on this journey with us and look forward to writing the chapters ahead with many success stories to share.

6 THE QUEST FOR PERFECTION

7 A relentless pursuit for excellence. Beyond physical assets, we recognise that our most prized asset is the relationship we have built with you, our stakeholders.

8 06 OUE Hospitality Trust Annual Report 2013 MR. CHRISTOPHER JAMES WILLIAMS Chairman and Non-Executive Director MR. CHONG KEE HIONG Chief Executive Officer and Executive Director

9 Making Our Mark 07 LETTER TO STAPLED SECURITYHOLDERS Dear Stapled Securityholders, OUE Hospitality Trust (OUE H-Trust) made its debut on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST) on 25 July 2013 following a successful S$1.15 billion initial public offering (IPO) that attracted overwhelming demand from investors. There was strong support from cornerstone investors, and the public offer tranche was 19.1 times subscribed. In total, OUE H-Trust raised gross proceeds of S$600 million from institutional and retail investors at an offering price of S$0.88 per stapled security. The successful listing of OUE H-Trust is an affirmation of the strong fundamentals and growth prospects of OUE H-Trust and we are glad to present a strong set of results at the close of the financial period. OUE H-Trust s initial portfolio comprises the upscale Mandarin Orchard Singapore (Mandarin Orchard) hotel and the high-end Mandarin Gallery mall. Both assets are located in the heart of Orchard Road, Singapore s prime shopping district. The successful listing of OUE H-Trust is an affirmation of the strong fundamentals and growth prospects of OUE H-Trust and we are glad to present a strong set of results at the close of the financial period. EXCEEDING FORECAST The strong underlying performance of Mandarin Orchard hotel and the stable rentals from Mandarin Gallery mall have enabled us to deliver a performance that exceeded the forecast 1 in the Prospectus. For the financial period from 25 July to 31 December 2013, OUE H-Trust achieved a Distributable Income (DI) of S$38.2 million and distribution per stapled security (DPS) of 2.90 cents. Both DI and DPS are higher than the forecast by 2.4% and 2.1% respectively. On an annualised basis, DPS was 6.62 cents, translating into an annualised yield of 7.52% based on the listing price of S$0.88. RESILIENT OPERATIONS The Singapore Tourism Board reported a 5.2% 2 year-on-year (y-o-y) increase in hotel room nights in The increase in room supply had heightened the competition in the hospitality industry, though a 6.9% 3 growth in visitor arrivals continued to support a high average occupancy rate of 86% for Singapore hotels. Despite the high occupancy rate, RevPAR for the industry dipped 1.6% 2 y-o-y to $223. The declining RevPAR was experienced by hotels across most segments, and hotels in the upscale segment suffered the largest decline with a 12.6% 2 drop compared to However, Mandarin Orchard hotel outperformed the segment as it posted a RevPAR increase of 4.5% for the financial period 25 July to 31 December Mandarin Orchard hotel s RevPAR of S$254 on occupancy of 90% for the financial period was also higher than the forecast of S$252. The hotel continued to be popular amongst tourists from Asia Pacific, with a majority of our guests coming from Indonesia, Japan, China, Malaysia and Australia. 1 As disclosed in the IPO prospectus dated 18 July 2013 (the Prospectus) 2 Singapore Tourism Board, Hotel Statistics (Preliminary), 28 February Singapore Tourism Board, International Visitor Arrivals Statistics, 28 February 2014

10 08 OUE Hospitality Trust Annual Report 2013 Going forward, we will seek to secure diversified funding sources from both financial institutions and capital markets including securing debt through a medium term note (MTN) programme, as OUE H-Trust grows. Mandarin Gallery s Net Property Income (NPI) of S$12.0 million for the financial period exceeded the forecast of S$11.7 million 4. This was 16.5% higher than the proforma 2012 NPI 4 of S$10.3 million for the period. Five leases, accounting for approximately 2.2% of NLA, were renewed in 4Q 2013 with average weighted rental reversion of 28%. The mall was 100% committed as at 31 December PRUDENT FINANCIALS As at 31 December 2013, OUE H-Trust has maintained a set of healthy financial metrics. Gearing remains at 32%. The average cost of debt was 2.2% per annum, with an interest service ratio of 6.7 times. OUE H-Trust s borrowings are all on fixed interest rates via interest rate swaps with weighted average remaining tenor of 2.5 years. OUE H-Trust has no refinancing requirements until July Net asset value (NAV) was 0.92 cents as at 31 December We will continue to maintain a strong balance sheet. Going forward, we will seek to secure diversified funding sources from both financial institutions and capital markets including securing debt through a medium term note (MTN) programme, as OUE H-Trust grows. ROOM FOR GROWTH As at end-2013, 26 new guest rooms were added to the hotel s room inventory bringing the total number of guest rooms to 1,077 from the initial 1,051 guest rooms as at IPO. Top of the M, the new Meritus Club Lounge at Mandarin Orchard hotel was also completed in November 2013 and made available for use by Club Floor guests. The lounge offers club floor guests access to a 360-degree view of the Singapore city-scape from a 39 th floor vantage point in the heart of the Orchard Road area. This exclusive facility will enable the hotel to price its club floor rooms at a higher premium and attract guests who are looking for a unique experience. In addition, 32 guest rooms have been refurbished since the commencement of the asset enhancement programme to renovate 430 guest rooms. The refurbished rooms have achieved room rates which are about 15% higher than the non-refurbished rooms. The renovation, which is funded by the Sponsor, OUE Limited, is expected to be completed in phases in 2014 and The refurbishment schedule will be tailored to minimise disruption to the normal service of the hotel so that the occupancy of the hotel will continue to be optimised. These initiatives will enable Mandarin Orchard hotel to continue to position itself as a premier hotel at the heart of Orchard Road. At Mandarin Gallery, marketing initiatives were implemented throughout the year to elevate shoppers retail and dining experience at the mall and add value to mall tenants. These activities included leasing the space outside the mall for the display of an F1 racing car and a Grand Prix kiosk retailing F1 merchandise during the Singapore Grand Prix period in September. 4 Derived from disclosures in the Prospectus

11 Making Our Mark 09 Such selected short term leasing of the outdoor space of the mall has also allowed us to recognise additional revenue. We will continue to actively manage leasing opportunities to maintain Mandarin Gallery s position as a highend fashion mall and a tailored destination for its specific target audience OUTLOOK The outlook for 2014 points to a modest recovery of the global economy supported by improving economic indicators from the US and Eurozone. In Singapore, the Ministry of Trade and Industry is forecasting a growth of 2.0% to 4.0% 5 for the economy. Singapore welcomed 15.5 million visitors in 2013 and seems on-track to achieving the Singapore Tourism Board s projection of 17 million visitors a year by The completions of new major attractions in the past two years such as Gardens By the Bay, River Safari, and Marine Life Park at Resorts World Sentosa have enhanced the attractiveness of Singapore as a tourism destination. New infrastructure such as the newly operational Marina Bay Cruise Terminal and the Singapore Sports Hub which will open in 2014 will also add to Singapore s ability to increase its sources of visitor origination. The Sports Hub will be the venue for the Women s Tennis Association s (WTA) annual end of season tour championship for the next five years, commencing from An improving global economy would likely bolster corporate travel and accommodation budgets and hence would be positive for the hotel industry as Singapore is a key international business and financial hub. Singapore is also expected to benefit from a bumper MICE schedule in 2014, as it hosts major events such as the Singapore Air Show, and a burgeoning outbound Chinese tourist market. The changing preferences of the Chinese tourists indicate that they are looking for more premium experiences, staying longer and spending more. OUE H-Trust remains positive on the corporate travel, tourism and retail segments in Singapore for We will continue to look for growth opportunities through active asset management and yield accretive acquisitions from our Sponsor and third parties. APPRECIATION The successful listing of OUE H-Trust would not have been possible without the hard work put in by the people who worked on the IPO. We would like to thank members of the Board, colleagues, partners and advisors involved for helping us in making our mark on the Singapore REIT market. We would like to thank our Sponsor for their commitment to the growth and prospects of OUE H-Trust. We would also like to record our appreciation to stapled securityholders for your investment in OUE H-Trust. Last but not least, we would like to thank the staff of Mandarin Orchard hotel for delivering their signature Asian grace, warmth, and care to hotel guests and the property managers of Mandarin Gallery for curating a destination mall that continues to delight shoppers. We look forward to another fruitful year for OUE H-Trust and to continue delivering stable and growing distributions to stapled securityholders. CHRISTOPHER JAMES WILLIAMS Chairman and Non-Executive Director CHONG KEE HIONG Chief Executive Officer and Executive Director 28 February Ministry of Trade and Industry Singapore Press Release 20 February 2014

12 10 OUE Hospitality Trust Annual Report 2013 致合订证券持有人的信函 亲爱的合订证券持有人, 华联酒店信托 ( 华联信托 ) 在首次公开发行 (IPO) 活动中获得投资者强烈的回响並成功地筹集 11.5 亿新元后, 于 2013 年 7 月 25 日在新加坡证券交易所的主板 (SGX-ST) 上市 基础投资者给予大力的支持, 而公开发售部分也获 19.1 倍的认购率 总计, 华联信托以每合订证券 0.88 新元的价格, 从机构和零售投资者筹集共达 6 亿新元的款项 华联信托的初始投资组合包括了高档的新加坡乌节文华大酒店 ( 文华大酒店 ) 和高端的 Mandarin Gallery 这两项资产都位于新加坡的主要购物区乌节路的中心 华联信托的成功上市见证了其稳固的基础和增长前景, 而我们也非常荣幸能在本财政期末为您呈献亮眼的业绩 超越预测 文华大酒店的卓越表现和 Mandarin Gallery 的稳定租金, 让我们递交了超越首次公开发行招股说明书中所预测 1 的业绩 从 年 7 月 2 5 日至 2013 年 12 月 31 日的财政期, 华联信托取得了 3,820 万新元的可分派收入 (DI) 和每合订证券 2.90 分的派息 (DPS) 可分派收入和每合订证券派息数额比预测个别高出 2.4% 和 2.1% 根据 0.88 新元的上市价格并以年率化计算, 每合订证券派息为 6.62 分, 相等于 7.52% 的年化收益率 绩超出这级别其他酒店, 每间可入住客房收入却于 2013 年 7 月 25 日至 2013 年 12 月 31 日的财政期较去年同期增加 4.5% 在这段期间, 文华大酒店以 90% 的入住率, 取得比预测中 252 新元高的 254 新元每间可入住客房收入 文华大酒店继续享誉亚太区, 主要客源来自印尼 日本 中国 马来西亚和澳洲访客 报告财政期间,Mandarin Gallery 的净物业收入 (NPI) 为 1,200 万新元, 超越预测中的 1,170 万新元, 并比 2012 年备考净物业收入 4 的 1,030 万新元高出 16.5% 5 份占净可出租面积之约 2.2% 的租契于 2013 年第 4 季度以 28% 的加权平均调升率续约 截至 2013 年 12 月 31 日, 购物廊的 100% 单位皆全部出租 谨慎理财 截至 2013 年 12 月 31 日, 华联信托维持稳健的财务指标 杠杆比率仍然保持在 32% 的水平 平均债务成本为每年 2.2%, 而偿利率则为 6.7 倍 华联信托的借款皆通过加权平均剩余期限 2.5 年的利率互换契约, 以固定利率进行 华联信托直至 2016 年 7 月前将没有任何再融资需求 资产净值 ( N AV ) 截至 2013 年 12 月 31 日为 0.92 分 我们将继续维持一个稳健的资产负债表 综观未来, 我们计划向金融机构和资本市场寻求更多样化的资金来源, 包括发行中期票据计划, 以助华联信托的增长. 营运扎实 新加坡旅游局于 2013 年呈报 5.2% 2 的年比酒店客房住宿增长率 酒店客房的供应导致酒店业竞争加剧, 但 6. 9 % 3 的访客人数增长却持续维持新加坡酒店享有 86% 的高平均入住率 虽然如此, 酒店业的每间可入住客房收入 (RevPAR) 却年比下降 1.6% 2 至 $223 多数级别的酒店都面临每间可入住客房收入的下跌, 而与 年相比, 高端级别的酒店所遭受的 12.6% 2 下降率是最显著的 然而, 文华大酒店业 扩展空间 截至 2013 年末, 酒店增添了 26 间新的客房, 使客房库存由首次公开发行的 1,051 间客房提升至 1,077 间 位于文华大酒店顶层的 Top of the M 崭新君华俱乐部酒廊也于 2013 年 11 月完工, 并提供给俱乐部层的宾客使用 宾客能从休闲酒廊所在第 39 层楼高度, 从乌节路中心区域一睹新加坡城市风貌的 360 度景观 这个独家的设施将有助酒店提高俱乐部层的客房定价, 并吸引寻找独特体验的宾客 1 源自 2013 年 7 月 18 日的招股说明书所透露的信息 ( 招股书 ) 2 新加坡旅游局,( 初步 ) 酒店统计,2014 年 2 月 28 日 3 新加坡旅游局, 国际旅客人次统计,2014 年 2 月 28 日 4 根据截至 2013 年 7 月 18 日招股书所透露资料导述

13 Making Our Mark 11 除此之外, 自资产增值计划的推出, 我们已翻新了计划中 430 间客房的 32 间 翻新过的客房也已取得比未翻新客房高出 15% 的房价 翻新工程由华联企业有限公司资助, 并预计将于 年和 2015 年分阶段完成 我们将不时调整翻新进度, 以减少对酒店日常服务的影响, 保持酒店入住率的最佳化 这些措施将确保位于乌节路中心的文华大酒店维持其高端酒店的市场地位 我们也在 Mandarin Gallery 不断推行各种营销活动, 以提升购物者的零售和餐饮体验, 并为商场租户增值 这些营销活动包括在 9 月份 F1 新加坡大奖赛期间, 将购物廊外的空间出租给一级方程式赛的主办单位展示跑车, 以及搭建售卖相关商品的大奖赛亭 这些指定的户外空间短期租赁, 也让我们赚取了额外的收入 我们将继续积极地经营租赁机会来维持 Mandarin Gallery 做为一家高端时尚商场和为特定目标顾客量身定制之购物处的优越地位 2014 年展望 2014 年的展望指向全球经济的缓和复苏 美国和欧元区的经济指标也支持这点 新加坡贸工部预测我国全年的经济增长将介于 2.0% 至 4.0% 5 新加坡于 2013 年迎接了 1,550 万名访客, 并可望在 2015 年达到新加坡旅游局所设定的 1,700 万名访客的目标 过去 2 年里所完成的重点旅游景点, 如滨海湾花园 河川生态园, 以及圣淘沙名胜世界的海洋生物园, 都大幅度地提升了新加坡做为旅游目的地的魅力 新的基础设施, 如刚开始营业的滨海湾邮轮码头和即将于 2014 年开幕的新加坡体育城, 也将提升新加坡增加访客来源地的能力 从 年开始, 体育城被预定为下来 5 届国际女子职业网球协会 (WTA) 年度末的赛季巡回锦标赛举办地点 持续稳健增长的全球经济将支撑企业差旅和住宿预算 ; 新加坡做为一主要国际商业和金融的枢纽, 本地的酒店业也可将从其受惠 此外,2014 年将会有更多的国际会展, 如新加坡航空展, 在本地举办, 连同蓬勃发展, 并逐渐倾向优质体 验 较长住宿期和增加消费的中国出境旅游市场, 我国可期望从该领域中受益 华联信托对新加坡的企业差旅 旅游和零售业在 2014 年的发展保持乐观 我们也将通过活跃的资产管理, 并从保荐机构和第 3 方处争取提高收益的收购项目以寻求增长的机会 致谢词 华联信托能够成功上市, 我们首次公开发行活动的工作团队实功不可没 我们要感谢董事会成员 同事 合作伙伴和顾问, 他们不辞劳苦的付出, 让我们成功登上新加坡房地产投资信托基金市场 我们也要答谢保荐机构对华联信托的成长和发展前景的承诺, 以及感谢合订证券持有人对我们的支持 最后, 我们要向文华酒大店的职员致谢 他们极富亚洲特色的温情款待向酒店访客提供了无微不至的服务 ; 还有 Mandarin Gallery 的产业经理人, 他们也全心为购物者打造了一个愉快舒适的购物天堂 我们期待华联信托再度于 2014 年有卓有成效的一年, 为所有的合订证券持有人献上稳定且递增的派息 CHRISTOPHER JAMES WILLIAMS 主席兼非执行董事 鍾奇雄行政总裁兼执行董事 2014 年 2 月 28 日 5 贸工部 2014 年 2 月 20 日新闻稿

14 12 OUE Hospitality Trust Annual Report 2013 FINANCIAL HIGHLIGHTS Actual 25 Jul 2013 Forecast 25 Jul 2013 to 31 Dec to 31 Dec Gross Revenue S$50.6m S$49.9m Net Property Income (NPI) S$44.8m S$44.2m Distributable Income S$38.2m S$37.3m Distribution Per Stapled Security (DPS) 2.90 S cents 2.84 S cents Annualised DPS 6.62 S cents 6.48 S cents Annualised Distribution Yield % 7.36% Selected Statement of Financial Position Data as at 31 December 2013 (unless otherwise stated) Total Assets Total Assets as at 25 July Unitholders Funds Total Borrowings S$1,834.2m S$1,810.7m S$1,211.6m S$581.4m Financial Ratios as at 31 December 2013 Gearing 32.0% Interest Service 6.7 times Average Term to Maturity 3.6 years Average Cost of Debt 2.2% Management Expense Ratio % Derivative Financial Liabilities % as a Percentage of Net Asset Value (NAV) NAV Per Stapled Security As at 31 December 2013 As at 25 July Others as at 31 December 2013 Market Capitalisation 7 Number of Stapled Securities in Issue S$0.92 S$0.90 S$1,146.8m 1,310.6m Notes 1 The first financial period for OUE H-Trust is from 10 July 2013 to 31 December Although OUE H-REIT and OUE H-BT were established on 10 July 2013, the acquisition of properties by OUE H-REIT was only completed on 25 July 2013 which was the official listing date of OUE H-Trust. Consequently, the actual income derived from the properties for the current period was from 25 July 2013 to 31 December OUE H-REIT was dormant as a private trust during the period from 10 July 2013 to 24 July The forecast figures are derived by pro-rating the forecast figures for the 9-month period ended 31 December 2013 as disclosed in the Prospectus. The Prospectus had disclosed a 9-month profit forecast for the period from 1 April 2013 to 31 December 2013 with an annualised distribution yield of 7.15%. The Prospectus had also disclosed an illustrative annualised distribution yield of 7.36% for the period from 1 July 2013 to 31 December The difference in the annualised distribution yields is due to the seasonality of the Singapore hospitality sector. As explained in the Prospectus, the Singapore hospitality sector generally experiences higher activity levels and better performance in the second half of the year as compared to the first half of the year. 3 Based on annualised DPS and listing price per stapled security of S$ OUE H-Trust was listed on 25 July The expenses used in the computation relate to annualised expenses of OUE H-Trust, excluding property expenses and finance expenses. 6 Derivative financial liabilities refer to the interest rate swaps entered into. 7 Based on closing price per stapled security of S$0.875 as at 31 December 2013.

15 Making Our Mark 13 STRUCTURE OF OUE HOSPITALITY TRUST STAPLED SECURITYHOLDERS OUE H-REIT Holding of OUE H-REIT Units Distributions OUE H-REIT Mandarin Orchard Singapore Mandarin Gallery Stapling Deed Distributions OUE H-BT Holding of OUE H-BT Units OUE H-BT Management fee Management services Acts on behalf of the holders of the OUE-H-BT Units Trustee and management fee REIT Manager Trustee fee Acts on behalf of the holders of the OUE H-REIT Units Property management fees Trustee-Manager Operates and manages Mandarin Gallery REIT Trustee Property Manager Lease of Mandarin Orchard Singapore Fixed Rent + Variable Rent Master Lessee Hotel management fees Operates and manages Mandarin Orchard Singapore Hotel Manager

16 14 OUE Hospitality Trust Annual Report 2013 STRATEGY OF THE TRUST OUE Hospitality Trust (OUE H-Trust) is a stapled group comprising OUE Hospitality REIT (OUE H-REIT) and OUE Hospitality Business Trust (OUE H-BT). OBJECTIVES The principal objectives of the manager of OUE H-REIT (the REIT Manager) and the trustee-manager of OUE H-BT (the Trustee- Manager) are to deliver regular and stable distributions to Stapled Securityholders and to achieve long-term growth in distributions and in the NAV per Stapled Security, while maintaining an appropriate capital structure. ABOUT OUE H-REIT OUE H-REIT is a Singapore-based REIT. OUE H-REIT has been established with the principal investment strategy of investing, directly or indirectly, in a portfolio of incomeproducing real estate which is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets. As at 31 December 2013, OUE H-REIT s portfolio comprises Mandarin Orchard Singapore (the Hotel) and Mandarin Gallery (the Mall). INVESTMENT POLICY In accordance with the requirements of the Listing Manual of Singapore Exchange Securities Trading Limited, this principal investment policy will be adhered to for at least three years following the Listing Date unless changed by Extraordinary Resolution in a meeting of holders of OUE H-REIT Units. After the expiry of the three-year period, the REIT Manager may from time to time change the principal investment policy of OUE H-REIT so long as the REIT Manager has given not less than 30 days prior notice of the change. KEY STRATEGIES The REIT Manager plans to achieve its objectives through the following strategies: 1. Optimising assets and delivering operational excellence The REIT Manager intends to leverage its relationship with the Sponsor (OUE Limited), who has extensive experience in the hospitality and real estate industry, to actively improve the operational performance and maximise the cash flow and value of the portfolio. Effective collaboration with the Master Lessee The Hotel Management Agreement between the Master Lessee and the Hotel Manager allows the Master Lessee to closely monitor the performance of the Hotel Manager. The Master Lessee will ensure that the Hotel Manager uses its best efforts to optimise the performance of the Hotel. Close interaction and consultation between the REIT Manager, the Master Lessee and the Hotel Manager will ensure that OUE H-REIT s asset management strategies are implemented. Capture growth opportunities through the Sponsor s industry insight The Master Lessee, in consultation with the REIT Manager, will oversee the annual budgeting process for the hotel and be responsible for recommending strategies to increase revenue and profitability. This will include drawing upon the Sponsor s experience to provide strategic direction in areas such as room yield management, optimising guest mix, access to global hospitality market intelligence, and leveraging the Sponsor s in-depth understanding of the latest hospitality industry trends to implement innovative hotel and F&B concepts.

17 Making Our Mark 15 Enhance operational performance to deliver disciplined growth The REIT Manager will work with the Master Lessee/Hotel Manager and the Property Manager to maximise hotel and retail revenues and returns through maintaining cost discipline in its operations, while achieving optimal occupancy rates, high average room rates and improving rentals. Maximise revenues and returns through asset enhancements The REIT Manager will identify, evaluate and approve property improvement opportunities that will enhance the value of the portfolio and will work closely with the Master Lessee/Hotel Manager and the Property Manager to contribute to higher revenues and profitability. These opportunities include upgrading and refurbishing existing facilities, rooms or F&B outlets that could enhance pricing, or increase their service offering. Optimisation of the Mall This may be done by improving tenant mix, reconfiguration of space to achieve higher rentals, optimising the use of the Mall for other income-generating opportunities and optimising leasing plans through a tailored approach to the marketing of space, so as to potentially improve returns to Stapled Securityholders. Active Leasing Strategy The REIT Manager intends to actively work with the Property Manager to pursue new leasing opportunities, manage lease renewals through advance negotiations with tenants whose leases are about to expire and by managing lease expiry periods. The REIT Manager and the Property Manager will also work to foster close relationships with tenants in order to archieve optimal tenant retention. The REIT Manager s leasing strategy will target new retail tenants for Mandarin Gallery, while exploring the expansion needs of existing tenants. Cost Management Strategy The REIT Manager, together with the Property Manager, will continue to foster close partnerships with service providers to control operation cost escalation. The REIT Manager and the Property Manager will also constantly review workflow processes to improve efficiencies in order to reduce operational costs. 2. Growth through acquisitions OUE H-REIT intends to leverage the Sponsor s experience, market reach and network of contacts in the hospitality and hospitality related sectors to source potentially yield-accretive deals. The Sponsor has the capacity to support the portfolio growth of OUE H-REIT in the following ways: offering a ROFR to OUE H-REIT which will provide OUE H-Trust with access to future acquisition opportunities of incomeproducing properties which are used primarily for hospitality and hospitalityrelated purposes; and lending its industry experience, network and expertise to the REIT Manager in assessing potential acquisition opportunities. In addition, the REIT Manager believes that hospitality service providers are increasingly looking to free up capital for business expansion, which may increase the availability of assets for acquisition. In addition, OUE H-REIT can seek partnership and co-operation opportunities with the Sponsor as it seeks to expand within and beyond Singapore.

18 16 OUE Hospitality Trust Annual Report 2013 The REIT Manager will pursue opportunities for acquisitions that meet its investment criteria including: Yield requirements The REIT Manager will seek to acquire only properties which are value-enhancing after taking into account regulatory, commercial, political and other relevant factors, with yields that are estimated to be above OUE H-REIT s cost of capital and are expected to maintain or enhance returns to Stapled Securityholders while balancing the various risks associated with such an investment. Geography and location The REIT Manager will assess each property s location and the potential for business growth in its market, as well as its impact on the overall geographic diversification of its property portfolio. Within Singapore, the REIT Manager will consider the potential strategic benefits and synergies with Mandarin Orchard Singapore. For properties beyond Singapore, the REIT Manager will assess opportunities in places with growth potential in visitors and room rates. Strong fundamentals and organic growth potential The REIT Manager will seek to acquire high quality properties with good potential for increasing average room rates and occupancy rates going forward. Value-adding asset enhancement opportunities The REIT Manager may also seek to acquire properties which are undermanaged and properties that have been poorly maintained but have upgrading potential. The REIT Manager would assess the potential to add value through improved hotel management, market repositioning or other enhancements. 3. Active capital and risk management The REIT Manager intends to use a combination of debt and equity to fund future acquisitions and property enhancements such that it is within the aggregate leverage limit set out in Appendix 6 to the Code on Collective Investment Schemes (also known as the Property Funds Appendix). The objectives of the REIT Manager in relation to capital and risk management are to: maintain a strong balance sheet and remain within the aggregate leverage limit set out in the Property Funds Appendix; manage the cost of debt financing, potential refinancing or repayment risks; secure diversified funding sources from both financial institutions and capital markets as OUE H-REIT grows in size and scale; and manage the exposure arising from adverse market movements in interest rates and foreign exchange through appropriate hedging strategies. The REIT Manager will consider diversifying its sources of debt financing, including by way of accessing the public debt capital markets. The public debt capital markets may also provide OUE H-REIT with the ability to secure longer-term funding options in a more cost efficient manner. Nevertheless, the REIT Manager intends to maintain a prudent level of borrowings while maximising returns to Stapled Securityholders. The REIT Manager s capital and risk management strategy includes managing risk of potential interest rate and foreign exchange volatility through the use of hedging instruments. The REIT Manager will regularly evaluate the feasibility of putting in place the appropriate level of interest rate and foreign exchange hedges, after taking into account the prevailing market conditions.

19 Making Our Mark 17 In order to manage the currency risk involved in investing in assets beyond Singapore, the REIT Manager may adopt currency risk management strategies that may include the use of foreign currency denominated borrowings to match the currency of the asset investment as a natural currency hedge. ABOUT OUE H-BT OUE H-BT is currently dormant. It will, however, become active if any of the following occurs: it is appointed by OUE H-REIT, in the absence of any other suitable master lessee(s), as a master lessee of its hotel assets. It is intended that OUE H-BT will appoint a professional hotel manager to manage the hotel(s). OUE H-BT exists primarily as a master lessee of last resort with regard to the hotel assets so that in the event that a Master Lessee terminates or does not renew the Master Lease Agreement beyond the expiry of the lease term and OUE H-REIT is unable to lease the hotel(s)to another master lessee for any reason, OUE H-BT will enter into a master lease agreement for the hotel(s) on substantially the same terms as the previous Master Lease Agreement; OUE H-REIT acquires hospitality assets in the future and, if there are no other suitable master lessees, OUE H-REIT will lease these acquired hospitality assets to OUE H-BT. OUE H-BT will then become a master lessee for that acquired hospitality asset and will appoint a professional manager to manage that acquired hospitality asset; it undertakes certain hospitality and hospitality-related development projects, acquisitions and investments which may not be suitable for OUE H-REIT. In general, OUE H-BT will be considered to be active in the event that it carries on any business activity other than: activities which OUE H-BT is required to carry out under any applicable law, regulation, the listing rules of the SGX- ST, guidelines, rules, or directive of any agency, regulatory or supervisory body; the lending to any entity which OUE H-BT owns or to OUE H-REIT or use of the initial S$20,000 working capital raised from the Offering; or equity fund-raising activities and issue of new OUE H-BT Units carried out in conjunction with OUE H-REIT which are solely for the purposes of funding OUE H-REIT s business activities. Upon OUE H-BT becoming active, the Trustee-Manager intends where appropriate to manage the exposure arising from adverse market movements in interest rates and foreign exchange through appropriate hedging strategies. The extent of the foreign exchange exposure would depend on the jurisdictions in which OUE H-BT becomes active in and the extent of the interest rate exposure would depend on the type of facilities to be taken up by OUE H-BT. OUE H-BT is currently dormant but when it becomes active, appropriate internal controls would be put in place. OUE H-REIT will not guarantee any debt of OUE H-BT, and vice versa. This will help shield each entity from the other s financial obligations because each entity s creditors will not have recourse to the other.

20 18 OUE Hospitality Trust Annual Report 2013 INVESTOR RELATIONS OUE H-Trust was successfully listed on 25 July 2013 following its initial public offering at the price of S$0.88 per stapled security. OUE H-Trust is committed to maintaining regular and transparent communication with its stakeholders, namely stapled securityholders, prospective investors, analysts and the media. Financial results, announcements, press releases, presentation slides and other relevant disclosures are posted on SGXNet. These are also posted in a timely manner on OUE H-Trust s website. Management and Investor Relations conduct regular results briefings, provide updates through one-on-one and group meetings, conference calls, s, roadshows, and the website. We also organise familiarisation visits to OUE H-REIT s properties for financial analysts and institutional investors upon request. Comparative Price Trends 25 July 2013 to 31 December OUE Hospitality Trust FTSE ST All Share Index FTSE ST Real Estate Investment Trust Index Jul 31 Aug 15 Aug 30 Sep 15 Sep 30 Oct 15 Oct 31 Nov 15 Nov 29 Dec16 Dec 31

21 Making Our Mark Trading Performance S$ per stapled security Closing Price First day of trading (25 July) 0.88 Last Done High Low Trading Performance Number of Volume Traded stapled securities Total Volume Traded 320,280,000 (25 July to 31 December) Average Daily Volume 2,911,636 FINANCIAL CALENDAR Activity 2014 Release of Full Year Results Payment of Distribution Annual General Meeting Release of First Quarter Results Release of Half Year Results Release of Third Quarter Results 25 February 28 March 28 April May July/August November

22 20 OUE Hospitality Trust Annual Report 2013 CORPORATE GOVERNANCE OUE Hospitality REIT Management Pte. Ltd., as manager of OUE Hospitality Real Estate Investment Trust ( OUE H-REIT, and as manager of OUE H-REIT, the REIT Manager ) and OUE Hospitality Trust Management Pte. Ltd., as trustee-manager of OUE Hospitality Business Trust ( OUE H-BT, as trustee-manager of OUE H-BT, the Trustee-Manager ) are committed to maintaining good standards of corporate governance with regards to OUE H-REIT and OUE H-BT 1 respectively, which constitute OUE Hospitality Trust ( OUE H-Trust ). This report describes the corporate governance practices of the REIT Manager and the Trustee-Manager (collectively, the Managers ) for the financial period ended 31 December 2013 ( FY2013 ) with specific reference to the principles of the Code of Corporate Governance 2012 (the Code ). The Managers are pleased to report that they have complied in all material aspects with the principles and guidelines set out in the Code, save for deviations from the Code which are explained under the respective sections. Outlined below are the policies, processes and practices adopted by the Managers in compliance with the principles and spirit of the Code. A. BOARD MATTERS Principle 1: Board s Conduct of Affairs The composition of the board of directors (the Board ) for each of the Managers is similar. The Managers are headed by an effective Board comprising a majority of non-executive Directors independent of the management of the Managers (the Management ). The Board is supported by the audit and risk committee of the REIT Manager (the ARC ). The ARC is governed by clear terms of reference setting out the duties and authority which have been approved by the Board. As disclosed in OUE H-Trust s IPO prospectus dated 18 July 2013 ( Prospectus ), the Trustee-Manager does not have an audit and risk committee as it has been exempted from the requirement under the Business Trusts Act, Chapter 31A of Singapore (the Business Trusts Act ), to constitute an audit committee, to the extent that OUE H-BT is dormant and subject to certain conditions 2. The principal roles and responsibilities of the Board include: providing leadership, setting strategic objectives and ensuring that the necessary financial and human resources are in place for the Managers to meet their objectives; establishing a framework of prudent and effective controls which enables risks to be assessed and managed, including safeguarding of the interests of the holders of stapled securities in OUE H-Trust ( Stapled Securities, and holders of Stapled Securities, the Stapled Securityholders ) and OUE H-Trust s assets; reviewing the Management s performance; identifying the key stakeholder groups and recognising that their perceptions affect the reputation of the Managers and OUE H-Trust; setting the Managers values and standards (including ethical standards), and ensuring that obligations to Stapled Securityholders and other stakeholders are understood and met; and considering sustainability issues (including environmental and social factors) as part of the Managers overall strategy. 1 OUE H-BT is presently dormant and it does not hold any properties. 2 Please refer to pages 204, 305 and 306 of OUE H-Trust s Prospectus.

23 Making Our Mark 21 The Managers have adopted internal guidelines that require Board approval for investments, divestments and bank borrowings. The Managers have adopted a framework of delegated authorisation, as set out in their Limit of Authority ( LOA ). The LOA defines the procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure. The LOA also contains a schedule of matters specifically reserved by the Board for approval. These include approval of annual business plans, operating budgets, statutory accounts, declaration of distribution per Stapled Security, and material transactions, namely, major acquisitions, joint ventures, strategic alliances, investment proposals, establishment of banking facilities and corporate restructuring. The Board shall hold regular scheduled meetings on a quarterly basis. Ad hoc meetings shall also be convened when circumstances warrant. For FY2013, the Board met once as OUE H-Trust was listed on the Main Board of Singapore Exchange Securities Trading Limited (the SGX-ST ) on 25 July The report on the attendance of the directors of the Managers ( Directors ) for Board and ARC meetings is set out below. Directors who are unable to attend Board or ARC meetings may convey their views to the Chairman or the company secretary of the Managers (the Company Secretary ). The Managers Articles of Association provide for participation in meetings via telephone and/or video conference where Directors are unable to be physically present at such meetings. Where required, Directors may raise questions and seek clarification through discussion forums with the Management in respect of significant matters passed via circular resolutions. Attendance of Audit and Risk Committee Members Name of Director Number of ARC meetings attended in FY2013 (1) Sanjiv Misra (Chairman) 1 Liu Chee Ming 1 Neo Boon Siong 1 Ong Kian Min 1 Number of meetings held in FY Attendance of Board of Directors Name of Director Number of Board meetings attended in FY2013 (1) Christopher James Williams (Chairman) 1 Chong Kee Hiong (Chief Executive Officer & Executive Director) 1 Sanjiv Misra 1 Liu Chee Ming 1 Neo Boon Siong 1 Ong Kian Min 1 Number of meetings held in FY Note: (1) OUE H-Trust was listed on the Main Board of the SGX-ST on 25 July 2013.

24 22 OUE Hospitality Trust Annual Report 2013 Board Orientation and Training The Managers will conduct an orientation programme for newly appointed Directors to familiarise them with the businesses, operations and financial performance of OUE H-Trust. They will also be briefed on the governance practices, including board processes, policies on disclosure of interests in securities, prohibitions on dealing in the Stapled Securities and restrictions on disclosure of price-sensitive information. OUE H-Trust was listed on the Main Board of the SGX-ST on 25 July 2013 and no new directors were appointed for the remaining period of FY2013. Directors are at liberty to request for further explanations, briefings or informal discussions on any aspect of the Managers operations or business issues from the Management. The Managers also arrange for the Directors to be kept abreast of developments in the real estate and hospitality industries on a regular basis. To keep pace with the fast-changing laws, regulations and commercial risks, the Directors have an on-going budget to receive further relevant training of their choice in connection with their duties as directors. They are also given unrestricted access to professionals for consultation as and when they deem it necessary at the Managers expense. During the year, the Board was briefed and updated on directors duties and responsibilities, corporate governance matters and changes in financial reporting standards, so as to enable them to discharge their duties effectively as Board and where applicable, as ARC members. The Directors may also attend other appropriate courses, conferences and seminars, at the Managers expense. These include programmes run by the Singapore Institute of Directors. The Board reviews and recommends training programmes for the Directors. Principle 2: Board Composition and Guidance Principle 3: Chairman and Chief Executive Officer The Board assesses the independence of each of the Directors in accordance with the requirements of the Code for assessing independence. Under the Code, an independent director is one who has no relationship with the Managers, their related corporations, their 10% shareholders, their officers or the 10% Stapled Securityholders that could interfere, or be reasonably perceived to interfere, with the exercise of the Director s independent business judgement with a view to the best interests of the Managers and OUE H-Trust. The Board comprises six Directors with four non-executive Directors who are independent of Management. No individual or small group of individuals dominate the Board s decision-making. In addition to the Board s annual review of the Directors independence, each independent Director also submits an annual declaration regarding his independence. Board Composition Board Member Christopher James Williams Chong Kee Hiong Sanjiv Misra Liu Chee Ming Neo Boon Siong Ong Kian Min Chairman and Non-Executive Director Chief Executive Officer and Executive Director Independent Director Independent Director Independent Director Independent Director The integrity and professionalism of the Directors have enabled and facilitated them to discharge their responsibilities with due care and diligence. The Board is of the opinion that its current size is appropriate, taking into account the nature and scope of the Managers role vis-a-vis OUE H-Trust, for effective decision making. The Board comprises Directors who as a group have the core competencies, such as accounting or finance, business or management

25 Making Our Mark 23 experience, legal, industry knowledge, strategic planning experience and customer-based experience or knowledge, required for the Board to be effective in all aspects of its roles. Key information on the Directors particulars and background can be found on pages 30 to 35 of the Annual Report. The Board is chaired by Mr Christopher James Williams, who is a non-executive Director (the Chairman ). The Chairman, in consultation with Management, sets the agenda for Board meetings and ensures that they are held regularly and whenever necessary. He seeks to ensure that the Directors receive timely, clear and adequate information. As part of the Chairman s responsibilities, he also seeks to ensure that good standards of corporate governance are promoted and adhered to within the Managers. The Code recommends that a company should appoint an independent director to be the lead independent director where, inter alia, the Chairman is not an independent director. The Board is of the opinion that it is in the best interest of OUE H-Trust to have Mr Williams serving as the Chairman so that the Board, and in particular the non-executive Directors, can have the benefit of a Chairman who has strong commercial and legal acumen, and is knowledgeable about the business of OUE H-Trust. At the same time, the Board benefits from the objective and independent views from the independent Directors who form the majority of the Board. The Board is also of the view that the current Board composition is effective in steering the Managers strategies. The Board therefore believes that it is the person who fills the role that matters, as opposed to separating or combining the roles per se. Further, Stapled Securityholders may approach any Director for assistance. For the above reasons, the Board opines that a lead independent director is not required at this juncture. The Board will review and assess the situation from time to time to consider whether a lead independent director is required. There is a clear separation of responsibilities between the Chairman and the Chief Executive Officer ( CEO ), so as to maintain an appropriate balance of power and authority. The Chairman and the CEO are not related to each other. Principle 4: Board Membership Principle 5: Board Performance As the Managers are not listed entities themselves, the Managers do not consider it necessary for the Board to establish a nominating committee. The Managers believe that their performance, and hence the Board s performance, is reflected in the long-term success of OUE H-Trust. Therefore, the Board itself performs the functions that a nominating committee would otherwise perform. The Board administers board nominations and reviews the independence of the Directors. The principal responsibilities of the Board in performing the functions of a nominating committee include reviewing and evaluating nominations of Directors for appointment to the Board, evaluating the performance of the Directors and the Board as a whole and the ARC, assessing and being mindful of the independence of the Directors, reviewing the training and professional development programs for the Board and reviewing the retirement and re-election of Directors. The Board determines on an annual basis whether or not a director is independent, taking into account the Code s guidance on what constitutes an independent director, and as to relationships the existence of which would deem a director not to be independent. A Director who has no relationship with the Managers, their related corporations, their 10% shareholders, their officers or the 10% Stapled Securityholders that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgment with a view to the best interests of the Managers and OUE H-Trust, is considered to be independent. In relation to Mr Ong Kian Min, the Board noted that notwithstanding that Drew & Napier LLC (of which Mr Ong is a consultant of the Corporate & Finance Department) has been engaged by the REIT Manager to provide legal services to OUE H-Trust in FY2013, Mr Ong would still be regarded as an independent Director on the basis that he was not involved in the decision-making processes in respect of these transactions, and that he would be able to exercise independent judgement and demonstrate objectivity in his deliberations in the interests of OUE H-Trust.

26 24 OUE Hospitality Trust Annual Report 2013 In its selection, appointment and re-appointment process, the Board reviews the composition of the Board including the mix of expertise, skills and attributes of existing Directors, so as to identify needed and/or desired competencies to supplement the Board s existing attributes. In doing so, where necessary or appropriate, the Board may tap on its networking contacts and/or engage external professional headhunters to assist with identifying and shortlisting candidates. The Board assesses its effectiveness as a whole and the contribution by each Director to the effectiveness of the Board. A formal appraisal process to assess the effectiveness of the Board will be been implemented. The Board performance evaluation process includes a questionnaire designed to assess the performance of the Board and enhance the overall effectiveness of Directors. There is a self-performance assessment to be undertaken by each Director. The Company Secretary shall compile Directors responses to the questionnaire into a consolidated report. The report shall be discussed at Board meetings and shared with the entire Board. In evaluating each Director s performance and that of the Board and the ARC, the Board shall consider, inter alia, the Directors attendance, contribution and participation at Board and ARC meetings, Directors individual evaluations and the overall effectiveness of the Board in steering and overseeing the conduct of the Managers business vis-a-vis OUE H-Trust. As OUE H-REIT and OUE H-BT were constituted on 10 July 2013 and there was only 1 Board meeting and 1 ARC meeting held, there is no formal assessment of the Board, the ARC and each Director for FY2013. The performance of the Board, the ARC and each Director will be assessed and evaluated when OUE H-Trust has been managed for a full financial year. Directors must ensure that they are able to give sufficient time and attention to the affairs of the Managers, and as part of its review process, the Board decides whether or not a director is able to do so and whether he has been adequately carrying out his duties as a director of the Managers. The Board believes that setting a maximum limit on the number of directorships a Director can hold is arbitrary, given that time requirements for each vary, and thus should not be prescriptive. The Directors have opportunities for continuing education in a number of areas including directors duties, corporate governance, financial reporting, insider trading, the Companies Act, Chapter 50 of Singapore (the Companies Act ), the Business Trusts Act, the Code on Collective Investment Schemes and the listing rules, real estate and hotel industry-related matters and other areas to enhance their performance as Board and ARC members. Principle 6: Access to Information In order to enable the Directors to make informed decisions to discharge their duties and responsibilities, the Management endeavours to provide the Board with complete and adequate information in a timely manner prior to Board meetings. The Directors also have separate and independent access to the key management personnel and the Company Secretary. The function of the Company Secretary and other key management personnel of the Managers is to ensure that all Board procedures are followed and that applicable rules and regulations prescribed by the Companies Act, the Business Trusts Act, the Listing Manual of the SGX-ST and all other applicable regulations are complied with. Under the direction of the Chairman, the responsibilities of the Company Secretary include ensuring timely information flows within the Board and its committees and between senior management and non-executive Directors. Directors may seek independent professional advice, at the Managers expense, as and when required. B. REMUNERATION MATTERS Principle 7: Procedures for Developing Remuneration Policies Principle 8: Level and Mix of Remuneration Principle 9: Disclosure on Remuneration The remuneration of Directors and Management is paid by the REIT Manager, and not by OUE H-Trust. The Board has carefully considered the remuneration policies and practices of its sponsor, OUE Limited ( OUE ), and believes that such policies and practices will provide the Managers with a transparent and adequate remuneration policy. OUE has a remuneration committee that

27 Making Our Mark 25 determines and recommends to the OUE board of directors the framework of remuneration, terms of engagement, compensation and benefits for senior executives of OUE and its subsidiaries, which include the CEO and Management. The remuneration of non-executive Directors takes into account their level of contribution and respective responsibilities. As disclosed in OUE H-Trust s Prospectus, no compensation is payable to Directors in respect of their appointment as directors of the Trustee-Manager as OUE H-BT is dormant. Since OUE H-Trust does not bear the remuneration of the Board and the Management, the Managers do not consider it necessary to include information on the remuneration of its Directors and its key management personnel. C. ACCOUNTABILITY & AUDIT Principle 10: Accountability The Board is responsible for presenting a balanced and understandable assessment of OUE H-Trust s performance, position and prospects to its Stapled Securityholders, the public and the regulators. The Management is accountable to the Board and provides the Board with quarterly and full-year results, which are then reviewed and approved by the Board for release to the SGX-ST. Principle 12: Audit and Risk Committee The ARC consists of four non-executive Directors, namely Mr Sanjiv Misra, Mr Liu Chee Ming, Professor Neo Boon Siong and Mr Ong Kian Min (all independent). Mr Sanjiv Misra is the chairman of the ARC. All members of the ARC have many years of experience in senior management positions. The Board is of the view that the ARC members are appropriately qualified to discharge their responsibilities. The ARC met once for FY2013. The ARC s responsibilities, under its terms of reference, include the following: 1. Monitor the procedures established to regulate Related Party Transactions, including ensuring compliance with the provisions of the Listing Manual relating to Interested Person Transactions (as defined in the Listing Manual) and the provisions of Appendix 6 to the Code on Collective Investment Schemes (the Property Funds Appendix ) relating to Interested Party Transactions (as defined in the Property Funds Appendix) (both types of transactions constituting Related Party Transactions ). 2. Monitor the procedures implemented to ensure compliance with the applicable legislation, the Listing Manual and the Property Funds Appendix. 3. Review the annual audit plans of the external and internal auditors. The ARC may suggest matters to be included for review by the external and internal auditors during their audit of OUE H-REIT and the REIT Manager. 4. Review with the external and internal auditors their findings on their evaluation of the system of the internal accounting controls of OUE H-REIT and the REIT Manager. 5. Review the external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by the management of the REIT Manager. 6. Review the internal audit reports at least twice a year to ascertain that the guidelines and procedures established to monitor Related Party Transactions have been complied with. Such review will include the examination of the nature of the transaction and its supporting documents or such other data deemed necessary to the ARC. If an ARC member has an interest in a transaction, he or she is to abstain from participating in the review and approval process in relation to that transaction. 7. Review the scope and results of the internal audit procedures, and, at least annually, review the adequacy and effectiveness of the REIT Manager s internal audit function. 8. Review the external auditors management letter and the response from the REIT Manager s management.

28 26 OUE Hospitality Trust Annual Report Review the adequacy, scope and performance/results of the external audit and its cost effectiveness, and the independence and objectivity of the external auditors. 10. Review the nature and extent of non-audit services performed by the external auditors. 11. Review the independence and objectivity of the external auditors annually and state (a) the aggregate amount of fees paid to the external auditors for that financial year, and (b) a breakdown of the fees paid in total for audit and non-audit services respectively, or an appropriate negative statement, in OUE H-Trust's Annual Report. Where the external auditors also supply a substantial volume of non-audit services to OUE H-REIT and/or the REIT Manager, the ARC should keep the nature and extent of such services under review, seeking to balance the maintenance of objectivity and value for money. 12. Review the financial statements of OUE H-REIT and the REIT Manager and review the quality and reliability of information prepared for inclusion in financial reports. 13. Review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of OUE H-REIT and the REIT Manager and any formal announcements relating to the financial performance of OUE H-REIT and the REIT Manager, including the quarterly and full-year balance sheets and profit and loss accounts of OUE H-REIT and the REIT Manager. 14. Review the assistance given by the REIT Manager s officers to the ARC, external auditors and internal auditors, where applicable. 15. Make recommendations to the Board on the proposals to the unitholders of OUE H-REIT (or the shareholders of the REIT Manager, as the case may be) on the appointment, re-appointment and removal of OUE H-REIT s (or the REIT Manager s) external auditors, and approving the remuneration and terms of engagement of the external auditors. 16. Monitor and evaluate the effectiveness of the REIT Manager s internal controls. Review and report to the Board at least annually the adequacy and effectiveness of the REIT Manager's risk management and internal control policies and systems, including financial, operational, compliance and information technology controls. Such review can be carried out internally or with the assistance of any competent third parties. 17. Ensure that the internal audit function is independent from the management of the REIT Manager, that the internal audit function will report to the Chairman and that the internal audit function is adequately qualified to perform an effective role. 18. Ensure that the internal audit function is adequately resourced, staffed with persons with the relevant qualifications and experience, and has appropriate standing within the REIT Manager. 19. Ensure that the internal auditors carry out their function according to the standards set by nationally or internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The results of the ARC s review are reported to the Board. The ARC has reviewed and is satisfied that the independence and objectivity of the external auditors have not been compromised by the provision of non-audit services. The amount of nonaudit fees paid/accrued to the external auditors in respect of FY2013 was $300,000. The ARC is satisfied that OUE H-REIT has complied with the requirements of Rules 712 and 715 of the Listing Manual in relation to the appointment of its auditing firm. Accordingly, the ARC has recommended to the Board the nomination of the external auditors, Messrs KPMG LLP, for re-appointment at the forthcoming Annual General Meeting to be held on 28 April The ARC has met the external auditors and with the internal auditors without the presence of the Management.

29 Making Our Mark 27 The details of the remuneration of the auditors of OUE H-Trust for the financial period from 10 July 2013 to 31 December 2013 are as follows: Amount (S$ 000) Audit services 110 Non-audit services IPO-related services 270 Others 45 The Managers have in place a whistle-blowing procedure whereby staff of the Managers may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters as well as any breach of the Managers Code of Business Conduct and Ethics, without fear of reprisals in any form. The ARC has the responsibility of overseeing this policy which is administered with the assistance of the Head of Internal Audit. Under these procedures, arrangements are in place for independent investigation of such matters raised and for appropriate follow-up action to be taken. The ARC is empowered to conduct or authorise investigations into any activity within its terms of reference, and obtain independent professional advice as it deems necessary. The ARC has full access to and co-operation from Management and full discretion to invite any Director or executive officer to attend its meetings, and has adequate resources to enable it to discharge its functions properly. In carrying out its duties, the ARC is guided by the Guidebook for Audit Committees in Singapore. The external auditors, Messrs KPMG LLP, had conducted a briefing on changes in financial reporting standards and updated the ARC members on recent developments in accounting and governance standards. Principle 11 : Risk Management and Internal Controls Principle 13 : Internal Audit The REIT Manager has an established risk assessment and management framework (the Framework ) for OUE H-Trust, which has been approved by the Board. The Framework is used by the REIT Manager to determine the nature and the extent of the significant risks in order to achieve strategic objectives. The Framework also provides internal controls as to how to address these risks. The ownership of these risks lies with the CEO and the function heads of the REIT Manager, with stewardship residing with the Board. The ARC, together with the REIT Manager, assist the Board to oversee, maintain and update the Framework to ensure its adequacy and effectiveness on the business, with internal controls in place to manage risks including but not limited to financial, operational, compliance and information technology. The REIT Manager identifies these risks through a risk register with specific internal controls in place to manage or mitigate those risks. The risk register is reviewed by the ARC, the REIT Manager and the Board annually (and updated as and when necessary). Internal auditors and external auditors conduct audits that involve testing the effectiveness of the material internal control systems in OUE H-Trust. Any material non-compliance or lapses in internal controls together with corrective measures recommended by internal auditors and external auditors are reported to the ARC. The effectiveness of the measures taken by the Management in response to the recommendations made by the internal auditors and external auditors is also reviewed by the ARC. The system of risk management and internal controls is continually being refined by the REIT Manager, the ARC and the Board.

30 28 OUE Hospitality Trust Annual Report 2013 The Board has received assurance from the CEO and the CFO of the REIT Manager that: (a) (b) the financial records of OUE H-Trust have been properly maintained and the financial statements for the period ended 31 December 2013 give a true and fair view of OUE H-Trust s operations and finances; and the Framework implemented within OUE H-Trust is adequate and effective in identifying and addressing the material risks in OUE H-Trust in its current business environment including material financial, operational, compliance and information technology risks. Based on the Framework established and reviews conducted by OUE H-Trust s internal auditors and external auditors as well as the assurance from the CEO and the CFO, the Board opines, pursuant to Rule 1207(10) of the Listing Manual, with the concurrence of the ARC, that OUE H-Trust's system of risk management and internal controls were adequate as at 31 December 2013 to address material financial, operational, compliance and information technological risks faced by OUE H-Trust. The Board notes that the Framework established by the REIT Manager provides reasonable, but not absolute, assurance that OUE H-Trust will not be significantly affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of risk management and internal controls can provide absolute assurance in this regard, or absolute assurance against poor judgment in decision making, human error, fraud, other irregularities and losses. OUE Limited s Internal Audit Department ( OUE IA ) has been appointed to undertake the internal audit function in respect of OUE H-Trust, under the direct supervision of the Board. OUE IA s primary line of reporting is to the chairman of the ARC. OUE IA is responsible for assisting the ARC in reviewing and evaluating the adequacy and effectiveness of the REIT Manager s system of internal controls to address financial, operational and compliance risks for OUE H-Trust. It also audits the operations, regulatory compliance and risk management processes of the REIT Manager. The scope of the internal audit reviews are carried out in accordance with the yearly plans prepared by OUE IA and approved by the ARC. All audit findings are communicated to the ARC as well as Management. In the course of carrying out their duties, OUE H-Trust s external auditors will highlight any material internal control weaknesses which have come to their attention in carrying out their normal audit, which is designed primarily to enable them to express their opinion on the financial statements. Such material internal control weaknesses noted during their audit, and recommendations, if any, by the external auditors are reported to the ARC. In carrying out its functions, OUE IA has adopted the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. The ARC is satisfied with the adequacy and effectiveness of the internal audit function and its resources. D. COMMUNICATION WITH STAPLED SECURITYHOLDERS Principle 14: Regular, Effective and Fair Communication with Stapled Securityholders Principle 15: Encouraging Greater Stapled Securityholder Participation Principle 16 : Conduct of Stapled Securityholders Meetings Stapled Securityholders are informed of OUE H-Trust s performance and developments through press releases and the publication of its quarterly and full-year results on the SGXNET and the annual report. Stapled Securityholders are also regularly kept up-to-date on significant events and happenings through the same channels. Information on OUE H-Trust is also available on its website at where an enquiry form is made available for Stapled Securityholders to submit questions at their convenience. The Managers also conduct analysts briefings and investor roadshows to maintain regular dialogue with investors and Stapled Securityholders as well as to solicit and understand the views of Stapled Securityholders.

31 Making Our Mark 29 In addition, Stapled Securityholders will be given the opportunity to communicate their views and to raise pertinent questions to the Board members and to vote at Stapled Securityholders meetings. The Chairman of the ARC, as well as the external auditors shall be also present at Stapled Securityholders meetings to address relevant questions raised by the Stapled Securityholders. E. INTERESTED PERSON TRANSACTIONS POLICY The Managers have established procedures to monitor and review Interested Person Transactions ( IPTs ), including ensuring compliance with the provisions of the Listing Manual related to IPTs (as defined therein). The ARC and the Board review the IPTs on a quarterly basis. Any IPTs requiring disclosure are found in the Annual Report. Apart from the disclosures in OUE H-Trust s Prospectus, there were no IPTs during FY2013 which, pursuant to the Listing Manual, required immediate announcement or Stapled Securityholders approval. F. DEALINGS IN THE STAPLED SECURITIES The Managers have issued guidelines on dealing in the Stapled Securities. These pertain to the existence of insider trading laws and the rules and regulations with regard to dealings in the Stapled Securities by their Directors and officers. The Managers sends out memoranda and s to their Directors and officers to remind them that the Directors, employees of the Managers and their connected persons are prohibited from dealing in the Stapled Securities during the following periods: (a) (b) (c) two weeks before the public announcement of OUE H-Trust s financial statements for each of the first three quarters of its financial year; one month before the announcement of OUE H-Trust s annual results and (where applicable) property valuations; or any time while in possession of price sensitive information. The Directors and employees of the Managers are prohibited from communicating price sensitive information to any person. In addition, the Managers also discourage the Directors and employees of the Managers from dealing in the Stapled Securities on short-term considerations.

32 30 OUE Hospitality Trust Annual Report 2013 BOARD OF DIRECTORS MR. CHRISTOPHER JAMES WILLIAMS Chairman and Non-Executive Director Mr. Christopher James Williams was appointed as the Chairman and non-executive Director of the Board of Directors of the REIT Manager and the Trustee-Manager (collectively, the Managers ) on 19 April Mr. Williams is a founding partner of Howse Williams Bowers, Hong Kong and was previously a partner of Richards Butler, Hong Kong from May 1994 to December 2007, a partner of Richards Butler in Association with Reed Smith from January 2008 to December 2010 and a partner of Reed Smith Richards Butler from January 2011 to December He is presently the Deputy Chairman of OUE Limited and was a non-executive Chairman of Food Junction Holdings Limited from November 2009 to December He was appointed as the Chairman and non-executive Director of OUE Commercial REIT Pte. Ltd. in October Mr. Williams specialises in corporate finance, mergers and acquisitions, direct investment and corporate restructurings and reorganisations. He also advises on corporate governance and compliance. His practice encompasses Hong Kong and the Asia Pacific region, particularly Indonesia and Singapore. He has been named in the Guide to the World s Leading Mergers and Acquisitions Lawyers as well as the International Who s Who of Merger and Acquisition Lawyers as one of the world s top mergers and acquisitions lawyers. Mr. Williams qualified as a solicitor in England and Wales in 1986 and was admitted as a solicitor in Hong Kong in He holds a Bachelor of Arts (Honours) in International Relations and Economics from the University of Reading, United Kingdom.

33 Making Our Mark 31 MR. CHONG KEE HIONG Chief Executive Officer and Executive Director Mr. Chong Kee Hiong was appointed as an Executive Director of the Managers on 11 June 2013 as well as the Chief Executive Officer of the Managers on 25 July Mr. Chong has over 20 years of financial and management experience. Prior to joining the Managers, Mr. Chong was the Chief Executive Officer of The Ascott Limited from February 2012 to May 2013 where he was responsible for determining the overall business, investment and operational strategies for The Ascott Limited. He was the Chief Executive Officer of Ascott Residence Trust Management Limited from 2005 to February From May 2001 to September 2004, he was with Raffles Holdings Limited ( Raffles Holdings ) as their Chief Financial Officer where he was a member of the Management Committee responsible for charting the company s growth and development strategies. Raffles Holdings was a leading international hotel chain headquartered in Singapore, which owned and managed a chain of luxury and business hotels within and beyond Singapore. Mr Chong is currently the President of the Orchid Country Club General Committee and Chairman and non-executive Director of NTUC Foodfare Co-operative Ltd. He is a non-executive Director of SLF Leisure Enterprises (Pte) Ltd, Pasir Ris Resort Pte Ltd and Aquamarina Hotel Private Limited. He is also the representative of Mandarin Orchard Singapore as a Board member of the Singapore Hotel Association and as a corporate member of Singapore Chinese Chamber of Commerce & Industry. Mr. Chong holds a Bachelor of Accountancy degree from the National University of Singapore and completed Harvard Business School s Advanced Management Program in He is a member of the Institute of Singapore Chartered Accountants.

34 32 OUE Hospitality Trust Annual Report 2013 MR. SANJIV MISRA Independent Director Mr. Sanjiv Misra was appointed as an independent Director of the Board of Directors of the Managers on 11 June He serves as the Chairman of the Audit and Risk Committee of the REIT Manager. Mr. Misra is the Chairman of the Asia Pacific Advisory Board for Apollo Management, a global private equity and alternative asset management firm. He is the President of Phoenix Advisers Pte. Ltd., a boutique advisory and principal investing firm. He is also a member of the Board of Trustees of Singapore Management University ( SMU ), the SMU Enterprise Board, the Board of Directors of the National University Health System ( NUHS ), the executive committee and audit and risk committees of NUHS, and the Investment Committee of SMU. Mr. Misra is an independent and non-executive Director of Edelweiss Financial Services Limited, a company listed on Bombay Stock Exchange, Olam International Limited, a company listed on Singapore Exchange Securities Trading Limited (the SGX-ST ), and Invenio Holdings Pte. Ltd., a subsidiary of Olam International Limited. Mr. Misra spent 11 years at Citigroup from February 1997 to May 2008 and was the Head of the Asia Pacific Corporate Bank from June 2004 till May Prior to his appointment to this position, Mr. Misra was the Chief Executive Officer of Citigroup s Global Corporate and Investment Banking Group in Singapore and Brunei and Citigroup Country Officer for Singapore. Between 1986 and 1997, Mr. Misra worked in the Investment Banking Division at Goldman Sachs & Co., in New York, Hong Kong and Singapore. Mr. Misra holds a Bachelor of Arts degree in economics from St. Stephen s College, Delhi University, a post-graduate diploma in management from the Indian Institute of Management, Ahmedabad, and a Master of Management from the J.L. Kellogg Graduate School of Management at Northwestern University, USA.

35 Making Our Mark 33 LIU CHEE MING Independent Director Mr. Liu Chee Ming was appointed as an independent Director of the Board of Directors of the Managers on 11 June He serves as a member of the Audit and Risk Committee of the REIT Manager. Mr. Liu has been a member of the Takeovers Appeal Committee under the Hong Kong Securities and Futures Commission since May 1995, and the Deputy Chairman of the Takeovers and Mergers Panel since April 2008, where his duties include reviewing mergers and acquisition cases and dealing with the relevant appeals. Mr. Liu is currently the Managing Director of Platinum Holdings Company Limited, which he established in March 1996, and oversees its stock broking, corporate finance and asset management businesses. He has been an independent non-executive Director of Kader Holdings Company Limited (a company listed on the Hong Kong Stock Exchange) since June 1998 and an independent non-executive director of StarHub Ltd. (a company listed on the SGX-ST) since August He has been an independent non-executive Director of Haitong Securities Co., Ltd. (a company listed on the Hong Kong and Shanghai stock exchanges) since November He has been an independent non-executive Director of Founder BEA Trust Co., Ltd. since November Founder BEA Trust Co., Ltd. is an associate company of The Bank of East Asia, Limited (a company listed on the Hong Kong Stock Exchange). Mr. Liu holds a Bachelor s degree in Business Administration from the former University of Singapore.

36 34 OUE Hospitality Trust Annual Report 2013 PROFESSOR NEO BOON SIONG Independent Director Professor Neo Boon Siong was appointed as an independent Director of the Board of Directors of the Managers on 11 June He serves as a member of the Audit and Risk Committee of the REIT Manager. Professor Neo is also a Professor and formerly served as Dean of the Nanyang Business School of Nanyang Technological University, Singapore from 1998 to After his appointment as Dean, Professor Neo remained as a Professor at the Nanyang Business School from 2004 to 2005 before accepting an appointment as the Director of Asia Competitiveness Institute at the Lee Kuan Yew School of Public Policy in the National University of Singapore from 2005 to He returned to the Nanyang Business School as a Professor in During these appointments, his duties covered areas of education, research and consultancy. Professor Neo currently serves as a non-executive Director of k1 Ventures Limited, Keppel Telecommunications & Transportation Ltd, and J. Lauritzen Singapore Pte. Ltd. He was a non-executive Director of Oversea-Chinese Banking Corporation Limited from 2005 to 2013, and a non-executive Director of Great Eastern Holdings Limited from 2000 to Professor Neo holds a Bachelor of Accountancy with Honours from the National University of Singapore and a Master of Business Administration and Ph.D from University of Pittsburgh. He is a Certified Public Accountant (Singapore).

37 Making Our Mark 35 MR. ONG KIAN MIN Independent Director Mr. Ong Kian Min was appointed as an independent Director of the Board of Directors of the Managers on 11 June He serves as a member of the Audit and Risk Committee of the REIT Manager. Mr. Ong is an advocate and solicitor practising as a consultant with Singapore law firm Drew & Napier LLC, which he joined in October He was called to the Bar of England and Wales in 1988 and to the Singapore Bar the following year. In his more than 20 years of legal practice, he focused on corporate and commercial law such as mergers and acquisitions, joint ventures, restructuring and corporate finance. In addition to his legal practice, he is a senior adviser of Alpha Advisory Pte. Ltd., a boutique financial and corporate advisory firm, which he joined in January He is also the Chief Executive Officer of Kanesaka Sushi Private Limited, a company which he set up in January 2010 and which owns and operates two fine dining Japanese restaurants in Singapore. Mr. Ong is currently the non-executive Chairman of HUPSteel Limited and an independent non-executive Director of several other companies listed on the SGX-ST, namely BreadTalk Group Limited, China Energy Limited, Food Empire Holdings Limited, GMG Global Ltd, Jaya Holdings Limited, Penguin International Limited and Silverlake Axis Ltd. He chairs the audit committee of five of these listed companies, namely BreadTalk Group Limited, Food Empire Holdings Limited, Jaya Holdings Limited, Penguin International Ltd and Silverlake Axis Ltd and is the lead independent Director of BreadTalk Group Limited, China Energy Limited and Penguin International Ltd. Mr. Ong was an elected Member of Parliament in Singapore from January 1997 to April In 1979, he was awarded the President s Scholarship and the Singapore Police Force Scholarship. He holds a Bachelor of Laws (Honours) external degree from the University of London in England and a Bachelor of Science (Honours) degree from the Imperial College of Science & Technology, England.

38 36 OUE Hospitality Trust Annual Report 2013 REIT MANAGER From left to right: Chen Yi Chung, Goh Lilian, Chong Kee Hiong, Rudi Chuan Hwee Hiow, Jeffrey Wong Yew Cheong MR CHONG KEE HIONG Chief Executive Officer Mr Chong is also the Executive Director of the Board of OUE Hospitality REIT Management Pte. Ltd. Please refer to pg 31 of the Annual Report for his profile under the Board of Directors section. MR RUDI CHUAN HWEE HIOW Chief Financial Officer Mr Chuan has over 20 years of financial and REIT management experience, with his most recent position being the Chief Financial Officer of OUE, where he was responsible for the OUE Group s corporate finance and planning. During his tenure at the Sponsor Group, he executed the S$870 million acquisition of the DBS Building Towers One and Two (presently known as 6 Shenton Way Towers One and Two) in September 2010 and secured the S$800 million debt financing for the acquisition. He also executed the acquisition of Crowne Plaza Changi Airport in June Prior to joining the OUE Group in July 2009, Mr Chuan was the Chief Financial Officer at Lippo-Mapletree Indonesia Retail Trust Management Ltd (presently known as LMIRT Management Ltd). From 2005 to 2007, he was the Senior Vice President, Finance & Accounting, of Macquarie Pacific Star Prime REIT Management Limited (presently known as Starhill Global REIT Management Limited). From 2000 to 2005, he was the Financial Controller of Suntec City Development Pte Ltd.

39 Making Our Mark 37 Mr Chuan holds a Bachelor of Commerce degree from the University of Otago, New Zealand, and a Master s degree in Business Administration from the State University of New York. He is a member of the Institute of Singapore Chartered Accountants. MS GOH LILIAN Senior Vice President, Investor Relations Ms Goh has more than 10 years of experience in marketing and corporate communications and investor relations. Prior to joining the REIT Manager, she was with The Ascott Limited for more than nine years from June 2004 to August She was part of the team that listed Ascott Residence Trust (Ascott REIT) in In her capacity as head of Investor Relations, she was a key member of the team that managed subsequent equity fund raising exercises for Ascott REIT which included overnight placements to institutional investors, preferential offers to existing unitholders and offers to the general public. Ms Goh was also responsible for managing communication of Ascott REIT s M&A activities. Ms Goh was also the investor relations manager for The Ascott Group until April 2008 when it was privatised by CapitaLand Limited. Ms Goh holds a Master of Business Administration degree and an Honours degree in Communication Studies, both from Singapore s Nanyang Technological University. MR CHEN YI CHUNG Vice President, Investments Mr Chen has more than 10 years of experience in the investment and consultancy industries. Prior to joining the REIT Manager, Mr Chen was with the Sponsor from November 2008, where his last held position was Vice President, Investments. From February 2008 to October 2008, Mr Chen was with Lippo-Mapletree Indonesia Retail Trust Management Ltd, the manager for LMIR Trust, where his last held position was Manager, Projects. Mr Chen holds a Bachelor s degree in business administration from Fu Jen Catholic University in Taiwan, a Master s degree in computer science from the University of Texas at Arlington and a Master s degree in business administration from the University of Chicago, Booth School of Business. MR JEFFREY WONG YEW CHEONG Vice President, Asset and Investment Management Mr. Wong has over 27 years of experience in the hospitality management industry. Prior to joining the REIT Manager, Mr. Wong was with the Sponsor from November 2012, where his last held position was Head Organisational Development overseeing the review and alignment of organisational systems and processes. From October 2011 to September 2012, Mr. Wong was with Grand Park Wuxi in Jiangsu Province, PRC, where his last held position was General Manager. From April 2010 to September 2011, Mr. Wong was with Frasers Centrepoint, a subsidiary of F&N which owns and operates retail malls where his last held position was Head of Service Quality. From January 1997 to March 2010, Mr Wong was with Frasers Hospitality, also a subsidiary of F&N, where his last held position was Regional Director. He was principally engaged in serviced apartment management, as well as setting up / managing operations of Fraser s new brand of serviced apartments in China as Chief Operating Officer. Mr Wong holds a Bachelor s degree in hotel administration from the University of Nevada, Las Vegas and a post graduate diploma in business administration from the University of Surrey.

40 BETTER EVERY STEP OF THE WAY

41 We have taken the first step. One that we are thankful to have been met with support and success and sets the stage for greater things.

42 40 OUE Hospitality Trust Annual Report 2013 CORPORATE SOCIAL RESPONSIBILITY PEOPLE, COMMUNITY AND ENVIRONMENT At OUE H-Trust, we believe in being proactive in making a positive difference in the communities that are home to our customers, our associates, and our business partners. We are proud of the role we have played thus far, supporting selected programmes that bring tangible results in aid of causes that support ecological sustainability and the welfare of underprivileged children and the elderly, especially in the areas of health and education. We believe that strong, progressive communities are essential in the lasting success of any business. Supporting our local communities We continue to take a community-driven approach to caring for our society through financial contributions, in-kind donations, and volunteer work by the different teams within our organisation. Closest to our hearts are causes that alleviate hunger, poverty, and illnesses, particularly amongst children. Mr Chong Kee Hiong, CEO of OUE Hospitality REIT Management Pte. Ltd. with a beneficiary of the Stars of Christmas community drive. Recognition of Mandarin Orchard staff for top results in upselling Caring for the environment Respect for Mother Earth is central to our business strategy. We aim to increase our operational efficiency through a greener approach working to reduce our direct impact on the environment, and creating more sustainable ways of doing business. Creating opportunities for talent growth and excellence Developing talent and growing their pool remain an essential part of our long-term strategy. We are committed to tackling this issue not only within our businesses, but throughout the society at large. We aim to continually raise the bar for product and service excellence in the markets where we are present, embracing change and looking out for new ideas to optimise and new goals to achieve. We aim to provide opportunities for others to gain more knowledge and experience, so they in turn can share these with others. Stars of Christmas 2013 Our hotel, Mandarin Orchard Singapore s annual Stars of Christmas community drive continue the tradition of spreading the joy of the Yuletide Season to beneficiaries of nonprofit organisations committed to providing programmes and services to help children who are suffering from life-threatening illnesses. With the philanthropic support of donors and volunteers, the staff at Mandarin Orchard hotel work together with partner organisations to

43 Making Our Mark 41 bring cheer and the message of hope to sick children and their families. In 2013, for the fourth year running, Stars of Christmas benefitted children from various children s aid societies that included Club Rainbow (Singapore), VIVA Foundation for Children with Cancer, and the Children s Cancer Foundation. Volunteers from Harley-Davidson of Singapore, Harley Owners Group Singapore Chapter, and Chrysler Jeep Automotive of Singapore all lent their generous support for the success of the project. Stars bearing the name, age and gender of each beneficiary adorned the Christmas tree at the main lobby of the Mandarin Orchard Singapore. Hotel guests, visitors and employees picked the stars and bought presents that were placed under the tree and delivered to the children before Christmas Day. Stars of Christmas 2013 culminated in a Toy Run on 21st December A fleet of Santas and Santarinas on Harley-Davidson bikes and Jeep lined the frontage of Mandarin Gallery, adding to the festive buzz on Orchard Road. Following a ceremonial flag-off by OUE Chief Executive Officer and Group Managing Director Mr. Thio Gim Hock, the volunteers set off to deliver over 500 Christmas gifts to children at hospitals and homes. In 2013, Stars of Christmas extended the spirit of the season to children in the Philippines affected by Typhoon Haiyan. Mandarin Orchard s Christmas tree featured additional stars especially for the calamity s youngest victims, giving the public a chance to spread some Christmas cheer to hundreds of children in the devastated communities. MERITUS LOVES THE EARTH As part of the Meritus Loves the Earth green campaign, guests and employees alike are actively engaged in waste reduction and energy conservation measures, practising the 3 Rs (Reduce, Re-use, and Recycle) where possible - from cleaning guestrooms and setting up events, to managing waste in the kitchens and installing recycling bins at back-of-the-house areas. We further champion the sustainability of our natural environment through collaborative efforts with relevant organisations such as the World Wide Fund for Nature (WWF), for campaigns such as Earth Hour. Mandarin Orchard Singapore is one of the first hotels in Singapore to pioneer the Go Green initiative by installing LED lights in its guestrooms and public areas. The usage of LED lights is energy-efficient and eco-friendly. It also prolongs the lifespan of the equipment, which then brings about monetary savings for the hotel. The hotel has also implemented the use of NEWater in all its cooling towers. Pioneered by the Public Utilities Board, NEWater is high-grade reclaimed water produced from treated used water that is purified further using advanced membrane technologies. With the use of NEWater, the hotel helps to reduce the usage of water, one of the world s most important natural resources. As our portfolio grows and evolves, we remain dedicated to caring for our society, grooming our people, and bringing about sustainable improvements to protect Mother Earth. Mr Thio Gim Hock (centre), CEO and Group Managing Director of OUE Limited, with friends and supporters of the Stars of Christmas community drive.

44 42 OUE Hospitality Trust Annual Report 2013 PORTFOLIO OVERVIEW KEY STRENGTHS OF THE PORTFOLIO OUE Hospitality REIT s portfolio comprises a hotel, Mandarin Orchard Singapore (Mandarin Orchard), and a retail mall, Mandarin Gallery, which is adjacent to the hotel. Mandarin Orchard is a renowned upscale hotel with strong brand recognition given its relatively long history of operations in Singapore. Mandarin Orchard has won numerous internationally recognised awards and accolades in recent years for both its excellence in hospitality services and dining facilities, including amongst others: Asia Pacific Hotel Awards - Best Hotel, Singapore ; Asia Pacific Hotel Awards - Best Hotel Asia Pacific, ; 24th Annual TTG Travel Awards - Best City Hotel, Singapore 2013; and Singapore Prestige Brand Award - Chatterbox, Heritage Brand The hotel is easily accessible via public transport, with the Orchard Road area being well-served by a network of major roads. The Somerset and Orchard Mass Rapid Transit (MRT) stations are within walking distance, with both stations being two to three stops away from the key interchange stations of Dhoby Ghaut and City Hall, as well as the upcoming interchange station of Newton in Popular tourist destinations such as Marina Bay Sands and Gardens by the Bay, as well as key business districts such as the central business district (Central Business District or CBD) and the Marina Bay area, are approximately a 10- to 15-minute drive away. Mandarin Orchard also benefits from its close walking proximity to Paragon Medical and Mount Elizabeth Hospital. With 1,077 rooms and large banquet and conference rooms, Mandarin Orchard Singapore benefits from economies of scale through cost savings when purchasing in bulk or maximising the utilisation of shared facilities for hotel guests. The Mandarin Gallery retail mall boasts a wide frontage of 152 metres along Orchard Road, providing the mall with a high degree of prominence. The mall comprises four levels of high-end boutiques, shops and restaurants. Featuring six duplexes and six street front shop units facing Orchard Road, Mandarin Gallery is a choice location for flagship stores of international brands. The ground floor of this high-end fashion mall benefits from high street visibility due to its direct access to Orchard Road and connection to the lobby of Mandarin Orchard Singapore. The synergistic pairing of Mandarin Orchard Singapore and Mandarin Gallery also allows guests to revel in an all-encompassing hospitality and retail experience REVIEW The Singapore Tourism Board reported a 5.2% year-on-year (y-o-y) increase in hotel room nights in The increase in room supply had heightened the competition in the hospitality industry, though a 6.9% growth in visitor arrivals continued to support a high average occupancy rate of 86% for Singapore hotels. Despite the high occupancy rate, RevPAR for the industry dipped 1.6% y-o-y to $223. The declining RevPAR was experienced by hotels across most segments, and hotels in the Upscale segment suffered the largest decline with a 12.6% drop compared to However, Mandarin Orchard hotel outperformed the segment as it posted a RevPAR increase of 4.5% 1 for the financial period 25 July to 31 December Mandarin Orchard hotel s RevPAR of S$254 on occupancy of 90% for the financial period was also higher than the forecast of S$ Derived from disclosures in the Prospectus dated 18 July 2013

45 Making Our Mark 43 The hotel continued to be popular amongst tourists from Asia Pacific, with a majority of our guests coming from Indonesia, Japan, China, Malaysia and Australia. Mandarin Gallery s Net Property Income (NPI) of S$12.0 million for the financial period exceeded the forecast of S$ million. This was 16.5% higher than the proforma 2012 NPI 2 of S$10.3 million for the period. Five leases, accounting for approximately 2.2% of NLA, were renewed in 4Q 2013 with average weighted rental reversion of 28%. The mall was 100% committed as at 31 December As at end-2013, 26 new guest rooms were added to the hotel s room inventory bringing the total number of guest rooms to 1,077 from the initial 1,051 guest rooms as at IPO. Top of the M, the new Meritus Club Lounge at Mandarin Orchard hotel was also completed in November 2013 and made available for use by Club Floor guests. In addition, 32 guest rooms have been refurbished since the commencement of the asset enhancement programme to renovate 430 guest rooms. The refurbished rooms have achieved room rates which are about 15% higher than the non-refurbished rooms. The renovation, which is funded by the Sponsor, OUE Limited, is expected to be completed in phases in 2014 and At Mandarin Gallery, marketing initiatives were implemented throughout the year to elevate shoppers retail and dining experience at the mall and add value to mall tenants. These activities included leasing the space outside the mall for the display of an F1 racing car and a Grand Prix kiosk retailing F1 merchandise during the Singapore Grand Prix period in September. Such selected short term leasing of the outdoor space of the mall has also allowed us to recognise additional revenue. OUTLOOK FOR 2014 The outlook for 2014 points to a modest recovery of the global economy supported by improving economic indicators from the US and Eurozone. In Singapore, the Ministry of Trade and Industry is forecasting a growth of 2.0% to 4.0% for the economy. Singapore welcomed 15.5 million visitors in 2013 and seems on-track to achieving the Singapore Tourism Board s projection of 17 million visitors a year by The completions of new major attractions in the past two years such as Gardens By the Bay, River Safari, and Marine Life Park at Resorts World Sentosa have enhanced the attractiveness of Singapore as a tourism destination. New infrastructure such as the newly operational Marina Bay Cruise Terminal and the Singapore Sports Hub which will open in 2014 will also add to Singapore s ability to increase its sources of visitor origination. The Sports Hub will be the venue for the Women s Tennis Association s (WTA) annual end of season tour championship for the next five years, commencing from An improving global economy would likely bolster corporate travel and accommodation budgets and hence would be positive for the hotel industry as Singapore is a key international business and financial hub. Singapore is also expected to benefit from a bumper MICE schedule in 2014, as it hosts major events such as the Singapore Air Show, and a burgeoning outbound Chinese tourist market. 2 Derived from disclosures in the Prospectus dated 18 July 2013

46 44 OUE Hospitality Trust Annual Report 2013 PORTFOLIO HIGHLIGHTS S$536.0m 31% S$12.0m 27% Contribution by Asset Value as at 31 Dec Contribution by NPI From 25 Jul 2013 to 31 Dec 2013 S$1,220.0m 69% S$32.8m 73% Mandarin Orchard Singapore Mandarin Gallery Mandarin Orchard Singapore Mandarin Gallery TOP TEN TENANTS BY RENTAL INCOME FOR FY2013 Tenant Industry Percentage of Total Rental Income % OUE Limited 1 Real Estate 69.0 Club 21 Pte Ltd Fashion Apparel 7.0 Richemont Luxury (Singapore) Pte. Ltd. Shoes, Leather goods 2.3 and Accessories Ram Pacific Pte Ltd Travel 1.5 VGO Corporation Limited Fashion Apparel 1.4 Vertu (Singapore) Pte. Ltd. Shoes, Leather goods 0.9 and Accessories Lawry s The Prime Rib Singapore Pte. Ltd. Food & Beverage 0.9 Frank Global Jewellery Co. Pte. Ltd. Watches & Jewellery 0.8 Mauboussin Singapour Pte Ltd Watches & Jewellery 0.8 Defred Jewellers Pte. Ltd. Watches & Jewellery 0.7 Total: OUE Limited is the master lessee of Mandarin Orchard Singapore

47 Making Our Mark 45 PROPERTY OVERVIEW MANDARIN ORCHARD SINGAPORE About the Property Location 333 Orchard Road, Singapore Number of Guestrooms 1077 Food & Beverage Outlets Bar on 5 Chatterbox Coffee & Crust Shisen Hanten by Chen Kentaro Triple Three Meeting & Function Facilities Car Park Facilities Gross Floor Area Three ballrooms Eight meeting rooms 441 car park lots Approximately 91,999.8 sq m 990,277 sq ft Title 99-year leasehold interest from 1 July 1957 Remaining Term of Lease 42.5 years as at 31 December 2013 Acquisition Price S$1,180 m (on 25 July 2013) Valuation as at 31 December 2013 S$ 1,220 m Master Lease Details Master Lessee Term Lease rental OUE Limited Initial term of 15 years with an option for the Master Lessee to extend for another 15 years upon expiry Fixed Rent S$45 m per annum Variable Rent Sum of 33.0% of Gross Operating Revenue and 27.5% of Gross Operating Profit less the fixed rent FY 2013 Operational Performance 1 Rental Income S$ 34.5 m Net Property Income S$ 32.8 m RevPAR S$ OUE H-TRUST was listed on 25 July Hence operating results are only for the period from 25 July 2013 to 31 December 2013.

48 46 OUE Hospitality Trust Annual Report 2013 Mandarin Orchard Singapore is a renowned upscale hotel with strong brand recognition given its relatively long history of operations in Singapore since The hotel is strategically located in the heart of Orchard Road. Orchard Road is located in the core central region of Singapore in close proximity to key business districts, resulting in a strong flow of pedestrians, tourists and business travellers. Mandarin Orchard Singapore is also located next to a major medical cluster which includes leading medical facilities such as the Paragon Medical Centre and Mount Elizabeth Hospital. In November 2009, the Sponsor completed a major refurbishment of Mandarin Orchard Singapore which included a new façade, new F&B outlets, a fitness centre, a business centre and new meeting rooms. This refurbishment programme was undertaken to complement the launch of the adjacent Mandarin Gallery to create an integrated hospitality and retail experience. Further renovation works in common areas and hotel rooms were also carried out in 2011 and As at end-2013, 26 new guest rooms were added to the hotel s room inventory and an asset enhancement programme to renovate 430 guest rooms commenced. The renovation, which is funded by the Sponsor, is expected to be completed in phases in 2014 and The hotel features 1,077 rooms distributed across two towers, five food and beverage (F&B) outlets, and approximately 25,511 sq ft of meeting and function space with a capacity of up to 1,840 people. Facilities in the hotel include an outdoor swimming pool, a fitness centre, a tennis court, a business centre and a medical clinic. The F&B outlets are popular with both local patrons and tourists. In particular the Mandarin Chicken Rice is widely recognised as a signature dish at the hotel s Chatterbox restaurant which won the Singapore Prestige Brand Award (SPBA) Heritage Brand Award 2013 at the SPBA 2013 Presentation Ceremony. This is the second consecutive time that Chatterbox has won the SPBA Heritage Brand Award. At the end of 2013, Mandarin Orchard Singapore opened a new Sichuan restaurant, Shisen Hanten by Chen Kentaro located on level 35 of the hotel s Orchard Wing. Shisen Hanten is a highly acclaimed chain of Sichuan restaurants in Japan and Shisen Hanten by Chen Kentaro is the chain s first foray outside of Japan, setting the stage for celebrity chef Chen Kentaro to introduce Japan s best loved Sichuan restaurant to audiences in Singapore. Customer Profile (By Geography Based on Room Revenue) 25 Jul 2013 to 31 Dec % 3% 5% Customer Profile (By Room Revenue) 1 25 Jul 2013 to 31 Dec % 7% 8% 52% 53% 21% 23% Southeast Asia North Asia Europe Oceania North America South Asia Others Transient Corporate Wholesale 1 Transient refers to revenue derived from rental of rooms and suites to individuals or groups occupying less than 10 rooms per night, who do not have a contract with the Hotel Corporate refers to revenue derived from the rental of rooms and suites booked via a corporate or government company that has contracted annual rates with the Hotel Wholesale refers to revenue derived from the rental of rooms and suites booked via a third party travel agent on a wholesale contracted rate basis

49 Making Our Mark 47

50 48 OUE Hospitality Trust Annual Report 2013

51 Making Our Mark 49 MANDARIN GALLERY About the Property Location Gross Floor Area Net Lettable Area 333A Orchard Road, Mandarin Gallery, Singapore Approximately 18,240.2 sq m 196,336 sq ft Approximately 11,640.1 sq m 125,293 sq ft Title 99-year leasehold interest from 1 July 1957 Remaining Term of Lease 42.5 years as at 31 December 2013 Acquisition Price S$ 525 m (on 25 July 2013) Valuation as at 31 December 2013 S$ 536 m FY 2013 Operational Performance 1 Gross Revenue Net Property Income Number of Committed Tenancies as at 31 December 2013 Number of Tenants as at 31 December S$ 16.1 m S$ 12.0 m Average Occupancy 99.9% Effective Gross Rent (per sq ft per month) S$ OUE H-TRUST was listed on 25 July Hence operating results are only for the period from 25 July 2013 to 31 December This includes license agreements for, amongst others, signage and the ATM. Mandarin Gallery is a high-end retail mall situated within four levels of Mandarin Orchard Singapore. Mandarin Gallery features upscale international fashion, lifestyle, services and food and beverage tenants. The property is situated along Orchard Road between the intersections of Orchard Link and Grange Road, in the heart of Singapore s premier hotel, shopping and entertainment district. Mandarin Gallery comprises a total GFA of 196,336 sq ft with an NLA of 125,293 sq ft and has a wide main frontage of 152 metres along Orchard Road, providing a high degree of visibility. Car parking spaces are located in the multi-level carpark and basement levels, and are shared with and operated by Mandarin Orchard Singapore. Mandarin Gallery commenced operations in November 2009 after undergoing renovation at a cost of approximately S$200 million to transform it into a high-end shopping and lifestyle destination. It officially opened on 28 January As at 31 December 2013, Mandarin Gallery is fully leased and has 101 committed tenancies. The Property Manager negotiates leases individually with each tenant, using its standard set of lease terms as the starting point. Generally, the typical lease terms range from two to five years, and incorporate annual rent revisions and renewal option periods. Typical leases provide for payment of basic rent, service charge and advertising and promotion charges. In addition, most tenancies include payment of Turnover Rent based on gross sales turnover.

52 50 OUE Hospitality Trust Annual Report 2013 TENANT INFORMATION As at 31 December 2013, Mandarin Gallery had 87 tenants. The major tenants in Mandarin Gallery include Club 21 Pte Ltd, Richemont Luxury (Singapore) Pte. Ltd. and VGO Corporation Limited, amongst others. Premium retail brands represented in Mandarin Gallery include Paul Smith, Y-3, Fred Perry Laurel Wreath, Mauboussin, Bathing Ape, Vertu and Hugo BOSS. Mandarin Gallery also boasts a variety of F&B tenants, including Ippudo Ramen, Ito-Kacho Restaurant, Antoinette and Suju Japanese Restaurant. The top 10 tenants contributed 55.3% of Mandarin Gallery s retail rental income for the financial period 25 July 2013 to 31 December About 46% of the leases (by NLA) had step-up structures with a weighted annual step-up of approximately 4.7%. 90% of the leases (by NLA) have a turnover rent component. Tenant Mix for Mandarin Gallery (By Gross Rent 1 ) As at 31 Dec 2013 Tenant Mix for Mandarin Gallery (By NLA) As at 31 Dec % 3% 7% 4% 4% 13% 32% 7% 41% 9% 14% 13% 13% 17% 8% 8% Fashion Apparel Living & Lifestyle Fashion Apparel Living & Lifestyle Shoes, Leather Goods & Accessories Watches & Jewellery Food & Beverage Hair & Beauty Travel Services Shoes, Leather Goods & Accessories Watches & Jewellery Food & Beverage Hair & Beauty Travel Services Mandarin Gallery Lease Expiry Profile (By Gross Rent 1 ) as at 31 Dec 2013 FY % 18% FY % 50% Lease Expiry (by Gross rent) Lease Expiry (by NLA) FY % 39% WALE 2 (by Gross Rent 1 ) : 1.83 Yrs WALE (by NLA) : 1.76 Yrs FY2017 2% 2% 1 Excludes turnover rent 2 Weighted average lease expiry Note: There are no leases expiring in FY2018 and beyond

53 Making Our Mark 51 Top of the M, Meritus Club Lounge at Mandarin Orchard Singapore Chatterbox at Mandarin Orchard Singapore Asian Hospitality at Mandarin Orchard Singapore Shisen Hanten by Chen Kentaro at Mandarin Orchard Singapore Executive Premier Room at Mandarin Orchard Singapore Mandarin Gallery Shopping at Mandarin Gallery

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