CapitaMalls Asia Limited Report to Shareholders Asia s leading shopping mall developer, owner and manager

Transcription

1 CapitaMalls Asia Limited Report to Shareholders Asia s leading shopping mall developer, owner and manager

2 Corporate Profile CapitaMalls Asia (CMA) is one of the largest listed shopping mall developers, owners and managers in Asia by total property value of assets and geographic reach. CMA has an integrated shopping mall business model encompassing shopping mall real estate investment, development, shopping mall operations, asset management and fund management capabilities. CMA has interests in and manages a pan-asian portfolio of 86 retail properties across 48 cities in the fi ve countries of Singapore, China, Malaysia, Japan and India, with a total property value of approximately S$20.4 billion (1) and a total GFA of approximately 66.6 million (1) sq ft. Shopping malls in the portfolio include ION Orchard and Plaza Singapura which are located in one of the world s most famous shopping streets, Orchard Road Raffl es City Singapore and Clarke Quay in Singapore. Our landmark shopping malls in China are Xizhimen Mall and Wangjing Mall in Beijing; Raffl es City Beijing and Raffl es City Shanghai. The portfolio also includes Gurney Plaza in Penang, Malaysia; Vivit Square in Tokyo, Japan; as well as Forum Value Mall in Bangalore, India. CapitaMalls Asia s principal business strategy is to invest in, develop and manage a diversifi ed portfolio of real estate used primarily for retail purposes in Asia, and to strengthen its market position as a leading developer, owner and manager of shopping malls in Asia. 1. Aggregate property values and GFA of the properties in the portfolio (where the property value and GFA of each of the properties is taken in its entirety regardless of the extent of our interest). Unique Integrated Shopping Mall Business Model RETAIL REAL ESTATE MANAGEMENT RETAIL REAL ESTATE CAPITAL MANAGEMENT Property management Mall management & operational leasing Strategic marketing Design & development management Asset management Strategic planning & investment Fund structuring & management Our Business Strategies Asian retail market Focus Balance Our business strategies Scale & scalability Using recurring income to support expansion Leverage on size and scale Contents IFC Year in Brief Awards & Accolades 2 Letter to Shareholders 12 Our Key Competencies 18 Our Property Interests 23 Our Corporate Structure 24 Board of Directors 30 Present Directorships 32 Executive Officers 33 Corporate Governance 39 Investor Relations 40 Corporate Social Responsibility 41 People & Talent Management 42 Business Review 52 Performance Review 57 Economic Value Added Statements 58 Value Added Statements 59 Portfolio Details 65 Statutory Accounts 125 Other Information 128 Shareholding Statistics 129 Notice of Annual General Meeting

3 Year in Brief Awards & Accolades CAPITAMALLS ASIA EuroMoney Real Estate Awards 2 nd Runner-Up Best Retail Developer Globally Global Awards EuroMoney Magazine EuroMoney Real Estate Awards Best Retail Developer in Asia Regional Awards (Asia) EuroMoney Magazine EuroMoney Real Estate Awards Best Retail Developer in Singapore Country Awards (Singapore) EuroMoney Magazine EuroMoney Real Estate Awards Best Retail Developer in China Country Awards (China) EuroMoney Magazine CAPITAMALLS ASIA (CHINA) Certificate of Appreciation World Wide Fund (Nature Earth Hour Corporate Participation) China s Top 10 Most Influential Retail Real Estate Company Award China Commercial Real Estate Association and Ministry of Commerce Circulation Industry Promotion Center Wal-Mart Partnership Award Wal-Mart (China) Investment Co., Ltd Gold Award 60 th Anniversary of New China China s Leaders in Commercial Real Estate (Commercial Promoting Real Estate) Gold Award (Marketing: Community Relations Category Corporate, Company or Joint Centre) Donation Drives for the Sichuan Earthquake ICSC Asia Shopping Centre Awards International Council of Shopping Centers ION ORCHARD MIPIM Asia Awards (Shopping Centre Category) RAFFLES CITY BEIJING Bronze Award Opening Launch Advertisement Campaign The 16 th China International Advertising Festival Great Wall of China s Advertising Awards Gold Award Originality in Marketing Opening Launch Advertisement Campaign Guangzhou Daily Advertising Awards for Chinese Language Newspaper (Supported by China Advertising Association) RAFFLES CITY SINGAPORE Silver Award (Development and Design: Renovation or Expansion of an Existing Project Category) ICSC Asia Shopping Centre Awards International Council of Shopping Centers Water Efficiency Building Award Public Utilities Board SEMBAWANG SHOPPING CENTRE Gold BCA Green Mark Award (New Buildings) Building and Construction Authority THE ATRIUM@ORCHARD Water Efficiency Building Award Public Utilities Board SITE AT ONE-NORTH Gold BCA Green Mark Award (New Buildings) Building and Construction Authority (From top, left to right): Opening of Raffles City Beijing, China - April ; Opening of Forum Value Mall, Bangalore, India - CMA s first shopping mall in India - June ; Sembawang Shopping Centre hosted Back to School for 200 under-privileged children - June ; Opening of ION Orchard, Singapore - July ; CMA and Spring Singapore co-organised study trip to China with Singapore retailers - September ; Launch of CMA IPO - November.

4 Vision To be the leading shopping mall developer, owner and manager through value creation and continuous innovation. Mission To create sustainable growth and capital value through acquisition, development, asset enhancement and proactive management of our retail properties by leveraging on our integrated shopping mall management platform. For Investors : Provide sustainable returns and enhanced asset value For Tenants : Create profitable opportunities For Shoppers : Create delightful shopping experiences For Employees : Provide opportunities for personal and career growth For Community : Commit to corporate social responsibility and environmental sustainability Highlights in Number of retail properties 86 Revenue under management S$1.6 billion Total property value S$20.4 billion Total net asset value S$5.5 billion Profit after tax and minority interests (PATMI) S$388.1 million Earnings before interest and tax (EBIT) S$521.1 million 1 CapitaMalls Asia Limited Report to Shareholders

5 Letter to Shareholders 2 CapitaMalls Asia Limited Report to Shareholders

6 In a time of crisis, we took the opportunity to strengthen our competitive advantage in our balance sheet, shopping mall management and capital management capabilities. Dear Shareholders, In, we entered into uncharted waters, facing the worst global economic conditions since the Great Depression. Fortunately, the world economy stabilised by the middle of the year, aided by unprecedented co-ordinated government stimulus packages. In a time of crisis, we took the opportunity to strengthen our competitive advantage in our balance sheet, shopping mall management and capital management capabilities. Our associate in which we have an effective 29.86% stake, CapitaMall Trust (CMT), completed a fully underwritten renounceable 9-for-10 rights issue for 1.5 billion rights units in April. The net proceeds of approximately S$1.2 billion were used mainly to repay borrowings due in the year. This reduced CMT s gearing to 30.5% as at 31 December, strengthening its fi nancial position to seize growth opportunities. We were listed on the Singapore Exchange (SGX) on 25 November, providing us with access to the capital markets to accelerate the growth of our business. The proceeds of S$2.8 billion raised during this process made us the largest IPO in Singapore in 16 years. The public offering was 4.9 times subscribed, while the placement tranche received aggregate demand of about 2.5 times. Since the IPO, our stock rallied from the listing price of S$2.12 to close at S$2.54 by the end of the year, representing a 19.8% gain. Our market capitalisation of approximately S$9.9 billion by year-end placed us in the top 20 largest listed companies on SGX by market capitalisation. Since listing, we have been included in over 20 indices, including the FTSE, MSCI and GPR Index. In a tough operating environment, we opened 11 malls in the region and carried out asset enhancements at some existing malls, including Raffl es City Singapore, Saihan Mall in China and Mines Shopping Fair in Malaysia. Today, we are one of the largest listed developers, owners and managers of shopping malls in Asia. As at 31 December, we have interests in and manage a pan-asian portfolio of 86 properties across 48 cities in Singapore, China, Malaysia, Japan and India, with a total property value of approximately S$20.4 billion and a total gross fl oor area (GFA) of about 66.6 million sq ft. Asia offers signifi cant growth. Its population is expected to grow by about 635 million people to nearly 4.8 billion people by 2025, accounting for almost 60.0% of the world population. It is also home to three of the world s fi ve largest economies China, Japan and India (measured in terms of purchasing power parity). Economic growth in Asia has been accompanied by increasing urban populations and a growing middle income segment with greater spending power. This makes Asia, in particular China and India, one of the world s largest and fastest growing consumer markets. Notwithstanding an increase in the development pace of shopping malls in the last few years, shopping is still largely carried out in China and India in a relatively unorganised format of retail premises, with consumers typically shopping at street markets, mom-and-pop shops, counter stores and kiosks. We believe there is strong growth potential for the organised retail format in these two countries. Even for more mature Asian markets such as Singapore, Malaysia and Japan, the retail space per capita is relatively low compared to Western countries. We expect this to provide opportunities for us to grow our business in these markets. Lim Beng Chee, Chief Executive Officer (left) Liew Mun Leong, Chairman (right) 3 CapitaMalls Asia Limited Report to Shareholders

7 Letter to Shareholders We thank you for your support in our company and welcome you as our shareholders. On behalf of the Board and management of CapitaMalls Asia (CMA), we take great pleasure in sharing with you our performance and our plan for Robust set of financial results In, CMA achieved profi t after tax and minority interests (PATMI) of S$388.1 million. Earnings before interest and tax (EBIT) were S$521.1 million, 73.9% higher than the S$299.7 million in. Revenue under management for the year was S$1,615.0 million, 49.8% higher than the S$1,078.0 million in. We managed 60 operating malls and had another 26 malls under development as at 31 December. As a growth company with a strong pipeline of properties to be developed, our focus remains on reinvesting capital for expansion and to extend our pole positions in the various markets we are in. The Directors are therefore pleased to propose a fi rst and fi nal dividend of 1.0 cent per share for FY. Prudent capital management and high financial flexibility Our robust performance was achieved on the back of our prudent approach to capital management and discipline in capital recycling. This allows us to maintain a strong balance sheet and a high degree of fi nancial fl exibility to seize opportunities when available. Accordingly, CMA is in a net cash position as at 31 December. In addition, since listing, CMA has secured credit facilities of over S$1.0 billion from various banks. : the year in review In, our watershed event in Singapore was the opening of ION Orchard in July. Strategically located in the heart of Orchard Road, the 640,000 sq ft mall is a landmark retail development. It features fl agship concepts, including those by six of the world s leading luxury brands Cartier, Christian Dior, Dolce & Gabbana, Giorgio Armani, Louis Vuitton and Prada. Both tenants and shoppers have taken to ION Orchard in a big way. The mall is well-committed, with more than 97.0% leased. It has also become the must visit destination on Orchard Road, with an average of more than 4.5 million visitors a month. ION Orchard also won the Best Shopping Centre award at the MIPIM Awards. As at 31 December, we have sold about 86.0% of the 175 apartments in The Orchard Residences the residential component above ION Orchard for total sales of more than S$1.2 billion. In recognition of its asset enhancement, Raffl es City Singapore also won a Silver award at the International Council of Shopping Centers (ICSC) Asia Shopping Centre Awards. In China, we accelerated development of a signifi cant number of malls, and sought opportunities to expand our portfolio in key cities. As at 31 December, we had a diversifi ed portfolio of 50 properties across 33 cities, with a total GFA of 43.4 million sq ft. Of these, 33 malls were operational, including nine new malls which opened in Beijing, Chengdu, Yibin, Yiyang, Zhaoqing, Dongguan, Kunshan, Yangzhou and Deyang during the year. 4 CapitaMalls Asia Limited Report to Shareholders

8 The other 17 malls (as at 31 December ) are slated to open over the next few years. In, CMA was named one of China s Top 10 Most Infl uential Retail Real Estate Companies. Refl ecting our rapid growth in China, the number of our employees there has increased from 310 in 2005 to 2,099 as at 31 December. In India, we opened our fi rst shopping mall Forum Value Mall, Bangalore in June. As at 31 December, it has about 94.0% committed leases. We have another eight malls under development in India. In Malaysia, where we acquired our three assets in late 2007 and, our focus in was on value extraction particularly asset enhancement of Mines Shopping Fair in Selangor and Sungei Wang Plaza in Kuala Lumpur. The revamp of Mines Shopping Fair included the construction of an extension block (which added 80,000 sq ft of additional area) and link bridges. New retail concepts were introduced and the occupancy rate grew from about 83.0% at acquisition to 97.5% as at 31 December. For Malaysia, our occupancy rate remains high, at close to 100.0%. As for Japan, the reconfi guration of Chitose Mall in Hokkaido was completed in. We have started plans for asset enhancement of Vivit Square in Tokyo, our largest mall in Japan, and works will commence in the fi rst half of We have a strong relationship with our wide network of retailers, comprising both homegrown chains and international brands, with more than 7,700 leases. As part of our tenant engagement programme, we organised a total of fi ve Biz+ sharing seminars in Singapore in, attracting more than 700 attendees in all. We also organised an overseas mission to China in September with SPRING Singapore, the Republic s government agency for enterprise development, to facilitate Singapore food and beverage (F&B) retailers understanding of the China retail landscape, explore expansion opportunities in the country, as well as provide networking opportunities with Chinese F&B retailers. In recognition of our work in the retail real estate sector, CMA won a host of awards at the Euromoney Real Estate Awards. These included Best Retail Developer awards for Asia, Singapore and China. CapitaMall Trust CMA has a 29.86% effective stake in CapitaMall Trust (CMT). Throughout, CMT, with its mostly suburban malls, exhibited its resilience. CMT s portfolio continued to perform well throughout the crisis, maintaining a high occupancy rate and positive rental reversions. In FY, CMT s distributable income increased by 18.3% over FY to S$282.0 million. In the last quarter of, CMT embarked on enhancement of Raffl es City Singapore together with CapitaCommercial Trust. Upon completion in the fourth quarter of 2010, CMT s annual net property income is expected to increase by approximately S$2.7 million. Asset enhancement works for Jurong Entertainment Centre have commenced, and are expected to be completed in the fi rst quarter of When completed, the mall will boast more than 200,000 sq ft of net lettable area and will house an Olympic-size ice-skating rink. 5 CapitaMalls Asia Limited Report to Shareholders

9 Letter to Shareholders CapitaRetail China Trust CMA has a 27.06% effective stake in CapitaRetail China Trust (CRCT). In FY, despite the impact of the global fi nancial crisis on the Chinese economy, CRCT achieved organic growth by maintaining stability and sustainability in its business. This underscored the resilience of CRCT s business model, the strength of its property portfolio and the effectiveness of its proactive asset management strategy. In FY, CRCT recorded income available for distribution of S$51.2 million an increase of 11.6%, or S$5.3 million, over FY. Excluding S$0.6 million retained for working capital and capital expenditure purposes, total income distributed to Unitholders was S$50.6 million, 10.4% more than that of FY. During the year, CRCT completed the acquisition of Xizhimen Mall Phase II, the basement extension to Xizhimen Mall, as well as most of the asset enhancement works at Saihan Mall, where it had more than 90.0% committed leases at the end of the year. CRCT expects greater contributions from these malls in FY2010. Strengthening human capital for growth All these achievements would not have been possible without the hard work put in by our staff, whose talent, ambition, commitment and teamwork build, develop and drive our business. In a year of crisis, we did not carry out any retrenchments, but went through the crisis with our employees through pay cuts instead which have since been restored. As a company on a rapid path of expansion, we continually recruit new talents and engage our existing staff to prepare for growth. To strengthen our competitive advantage and explore new ideas, some of our staff went on a study trip to the United Kingdom to study the latest shopping mall developments there. Likewise, we also organised study trips for our China staff to Singapore to enhance their skill sets and association with our company. Corporate social responsibility (CSR) Besides caring for our staff, we are also committed to our role as a good corporate citizen. Our malls continue to engage the communities that we operate in to care for society. As a member of the CapitaLand Group, we also work with CapitaLand on various CSR initiatives. Some examples of our CSR efforts in are our Back to School and We Are One charity projects. In collaboration with CapitaLand Hope Foundation, CMA held the Back to School charity event at Sembawang Shopping Centre in June. Two hundred under-privileged children were treated to a shopping spree for their school and daily necessities in preparation for the school opening. CMA also supported the We Are One charity project organised by MediaCorp in aid of The President s Challenge and the Community Chest of Singapore. The two-month-long drive raised more than S$500,000 for charity. 6 CapitaMalls Asia Limited Report to Shareholders

10 Our malls participated in Earth Hour in March, where they switched off their facade lights for an hour to promote awareness of energy conservation. We also won a Gold award at the ICSC Asia Shopping Centre Awards for our donation drives for the earthquake in Sichuan, China. Going forward As Asia s leading shopping mall developer, owner and manager, we are developing another 26 malls as at 31 December in Singapore, China and India, which we will open over the next few years. In China, we will be opening another six malls in 2010, including three in the fi rst half. We also plan to open our second mall in India this year. We will continue to actively explore opportunities for development and acquisition in Singapore, China and Malaysia, to strengthen our presence in those markets. The International Monetary Fund (IMF) has forecast that Asia will grow 8.4% in 2010 and With greater affl uence and spending power, there is massive growth potential in Asia s retail sector. With our portfolio in the region, CMA is well-positioned to ride on this growth. Acknowledgements We would like to thank all our shareholders, business partners, associates and staff, for their strong support during our landmark year. We look forward to our continued partnership with all of you, as we seek to chart CMA s growth to the next level in this new decade. Liew Mun Leong, Chairman 8 March 2010 Lim Beng Chee, CEO 7 CapitaMalls Asia Limited Report to Shareholders

11 % % ( ) ( ) % FTSE MSCI GPR Mines Shopping Fair , % : ( ) 2010 (PATMI) 3.88 (EBIT) % % CapitaMalls Asia Limited Report to Shareholders

12 10 7 ION Orchard 64 Cartier Christian Dior Dolce & Gabbana Giorgio Armani Louis Vuitton Prada ION Orchard 97.0% 450 ION Orchard MIPIM 17 ( ) ,099 6 Forum Value Mall 94.0% Mines Shopping Fair Sungei Wang Plaza Mines Shopping Fair ( 8 ) 83.0% 97.5% 100.0% ION Orchard (The Orchard Residences) % 12 ICSC , Chitose Mall Vivit Square , CapitaMalls Asia Limited Report to Shareholders

13 29.86% 18.3% % 5, % 60 5, % 90.0% CapitaMalls Asia Limited Report to Shareholders

14 We Are One 6 We Are One ( ) % 3 ICSC CapitaMalls Asia Limited Report to Shareholders

15 Our Key Competencies Leading integrated shopping mall developer, owner and manager in Asia Experienced management team Extensive network of international and domestic tenants Well-positioned to benefit from Asia s growing consumer market Well-diversified portfolio of quality retail properties

16 Leading integrated shopping mall developer, owner and manager in Asia A unique integrated shopping mall business model Our integrated shopping mall business encompasses shopping mall real estate investment, development, shopping mall operations, asset management and fund management. Number of retail properties from 2002 to grew from 5 to 86

17 (From left to right) Mr Kek Chee How, Mr Toh Kim Sai, Mr Kevin Chee, Ms Sharon Lim, Mr Goh Soon Yong, Mr Lim Beng Chee, Mr Simon Ho, Mr Ng Kok Siong, Ms Jesline Goh, Mr Simon Yong, Mr Tony Tan Experienced management team Revenue under management S$1.6 billion for FY +49.8% EBIT S$521.1 million for FY +73.9% Tested and proven Our experienced management team has a proven track record in asset enhancements, greenfi eld and brownfi eld developments and mall management. We generated revenue under management of S$1.6 billion for FY, a 49.8% increase from FY. EBIT grew 73.9% year-on-year in FY.

18 Extensive network of international and domestic tenants Leases >7,700 A good mix CMA s active mall management, proactive leasing and marketing strategy attract and maintain a diverse tenant mix. Leveraging on our reputation and reliability, we currently have more than 7,700 leases.

19 Well-positioned to benefit from Asia s growing consumer market Tapping Asia s booming retail sector Asia s economy is forecast by IMF to grow at a rate of 8.4% in 2010 and With greater affl uence and spending power, there is massive growth potential in Asia s retail sector. A strategic advantage CMA is well-positioned to capitalise on our early-mover advantage and healthy net cash position to expand our business further in the key growth markets.

20 Well-diversified portfolio of quality retail properties An impressive lineup CMA has a pan-asian portfolio of 86 retail properties that spans 48 cities in Singapore, China, Malaysia, Japan and India. Our properties are strategically located in catchment areas with an established or growing population and are well connected to public transportation systems. Total property value S$20.4 billion Total GFA (sq ft) 66.6 million

21 Our Property Interests Breakdown of our property interests in each country in terms of property value and GFA as at 31 December. By property value 1 Effective Interest 2 100% Basis 3 S$7.1 billion S$20.4 billion Singapore 54.3% China 29.5% Malaysia 11.7% Japan 2.7% India 1.8% Singapore 56.9% China 33.3% Malaysia 4.0% Japan 3.5% India 2.3% By GFA 1 Effective Interest 2 100% Basis million sq ft 66.6 million sq ft China 63.4% Singapore 15.1% Malaysia 12.6% India 6.8% Japan 2.1% China 65.2% Singapore 16.9% India 10.8% Malaysia 4.3% Japan 2.8% 1. Assuming the Asset Swap and Divestment have been completed as at 31 December. For more details on the Asset Swap and Divestment, please refer to page 102 of our CMA prospectus dated 17 November. 2. Effective interest refers to the aggregate property values and GFA that are proportionate to our ownership interest in the properties (where our interests in properties, private real estate funds, CMT and CRCT are as at 31 December ) % basis refers to the aggregate property values and GFA of the properties in the portfolio (where the property value and GFA of each of the properties is taken in its entirety regardless of the extent of our interest). 18 CapitaMalls Asia Limited Report to Shareholders

22 Business Structure Overview Singapore (1) Directly Held Retail Properties Clarke Quay (100.00%) Site at one-north (100.00%) Joint Venture Orchard Turn Holding Pte. Ltd. (50.00%) China (2) Joint Venture 5 retail properties held with joint venture partner (4) China Funds CapitaRetail China Development Fund (45.00%) CapitaRetail China Development Fund II (45.00%) CapitaRetail China Incubator Fund (30.00%) Malaysia Directly Held Retail Properties Gurney Plaza (100.00%) Held Through Subordinated Notes Sungei Wang Plaza (5) Mines Shopping Fair (5) Japan Japan Fund CapitaRetail Japan Fund (26.29%) India (3) India Fund CapitaRetail India Development Fund (45.45%) Raffles City China Fund (15.00%) 29.86% 21.18% 19.70% Interest in and management of 17 properties (1 under development) 11.3 million sq ft of GFA Interest in and management of 50 properties (17 under development) 43.4 million sq ft of GFA Interest in and management of 3 properties Interest in and management of 7 properties Interest in and management of 9 properties (8 under development) 7.2 million sq ft of GFA 2.9 million sq ft of GFA 1.8 million sq ft of GFA Notes: Our interests in properties, private real estate funds, CMT and CRCT are as at 31 December. The number of retail properties and GFA (which is based on aggregate GFA of each property in its entirety) are as at 31 December. 1. Excludes VivoCity, Singapore, which we manage but in which we do not have any ownership interest. 2. Assumes the Asset Swap and Divestment have been completed as at 31 December. For more details on the Asset Swap and Divestment, please refer to page 102 of our CMA prospectus dated 17 November. 3. Excludes our interest in Horizon Realty Fund, which we do not manage. 4. Includes fi ve shopping malls that are held jointly by us and CapitaRetail China Development Fund. 5. CMA holds % of the subordinated notes issued in respect of Mines Shopping Fair and % of both the senior notes and subordinated notes issued in respect of Sungei Wang Plaza. 19 CapitaMalls Asia Limited Report to Shareholders

23 Our Property Interests CapitaMall Trust We have an effective 29.86% interest in CapitaMall Trust (CMT). CMT is the fi rst and largest REIT listed on the Singapore Exchange (SGX). It was listed on 17 July It is also the largest listed REIT in Singapore by asset size (approximately S$7.4 billion) and by market capitalisation (approximately S$5.7 billion) as at 31 December. CMT owns and invests in income-producing assets which are used, or predominantly used, for retail purposes primarily in Singapore. As at 31 December, CMT had more than 2,300 leases with international and domestic retailers, and a committed occupancy rate of close to 100.0%. CMT owns the following 14 retail properties which are located either in suburban or downtown areas in Singapore: Tampines Mall, Junction 8 Shopping Centre, Funan DigitaLife Mall, IMM Building, Plaza Singapura, Bugis Junction, Sembawang Shopping Centre, Jurong Entertainment Centre, Hougang Plaza, Raffl es City Singapore (40.00% interest), Lot One Shoppers Mall, Bukit Panjang Plaza, Rivervale Mall and The Atrium@ Orchard. CMT also has an equity interest of approximately 19.70% in CapitaRetail China Trust (CRCT). We have granted CMT a right of fi rst refusal to acquire completed income-producing retail properties located in Singapore subject to certain conditions. CapitaRetail China Trust We have an effective 27.06% interest in CapitaRetail China Trust (CRCT). CRCT was listed on SGX on 8 December 2006, and was the fi rst listed REIT in Singapore focused entirely on retail properties in China. CRCT was established with the objective of investing on a long-term basis in a diversifi ed portfolio of income-producing properties used primarily for retail purposes and located primarily in China, Hong Kong and Macau. As at 31 December, CRCT s portfolio comprised eight retail properties located in fi ve key cities in China. The properties are: Xizhimen Mall, Wangjing Mall, Jiulong Mall and Anzhen Mall in Beijing; Qibao Mall in Shanghai; Zhengzhou Mall in Zhengzhou, Henan Province; Saihan Mall in Huhhot, Inner Mongolia; and Xinwu Mall in Wuhu, Anhui Province. CRCT has a total asset size of approximately S$1.2 billion. We have granted CRCT a right of fi rst refusal to acquire completed incomeproducing retail properties located in China subject to certain conditions. Number of Retail Properties 1 Countries Completed 2 Targeted for completion in 2010 Targeted for completion in 2011 Targeted for completion in 2012 and beyond Total GFA 1,3 (million sq ft) Singapore China Malaysia Japan India Total Assuming the Asset Swap and Divestment have been completed as at 31 December. For more details on the Asset Swap and Divestment, please refer to page 102 of our CMA prospectus dated 17 November. 2. Refers to properties that were completed as at 31 December. 3. The aggregate GFA of each property in the portfolio (where the GFA of each of the properties is taken in its entirety regardless of the extent of CMA s interest). 20 CapitaMalls Asia Limited Report to Shareholders

24 CapitaRetail China Development Fund We have an interest of 45.00% in CapitaRetail China Development Fund as at 31 December. We sponsored the establishment of CapitaRetail China Development Fund on 6 June 2006, with a total committed capital of US$600.0 million. CapitaRetail China Development Fund invests primarily in retail property developments in various parts of China. As at 31 December, the committed capital of the fund was fully drawn. CapitaRetail China Development Fund II We have an interest of 45.00% in CapitaRetail China Development Fund II as at 31 December. We sponsored the establishment of CapitaRetail China Development Fund II on 6 September 2007, with a total committed capital of S$900.0 million. Like CapitaRetail China Development Fund, this fund invests primarily in retail property developments in various parts of China. As at 31 December, the committed capital of the fund was fully drawn. CapitaRetail China Incubator Fund We have an interest of 30.00% in CapitaRetail China Incubator Fund as at 31 December. We sponsored the establishment of CapitaRetail China Incubator Fund on 6 June 2006 with a total committed capital of US$425.0 million. The fund invests in retail properties in various parts of China with the long-term potential to generate income after repositioning, asset enhancement initiatives or leasing activities to increase occupancy rates. As at 31 December, the committed capital of the fund was fully drawn. Raffles City China Fund Limited We have an interest of 15.00% in Raffl es City China Fund as at 31 December. Raffl es City China Fund was formed on 15 July with a total committed capital of US$1.0 billion. As at 31 December, 8.3% of the capital commitments of the Raffl es City China Fund remains undrawn. It is the largest private equity fund originated and managed by CapitaLand to-date. The fund is CapitaLand s fi rst integrated development fund in China with the principal investment objective of investing in prime mixed-use commercial properties in key gateway cities in China. Its initial assets are CapitaLand s four Raffl es City-branded integrated developments in China, which are Raffl es City Shanghai, Raffl es City Beijing, Raffl es City Chengdu and Raffl es City Hangzhou. 21 CapitaMalls Asia Limited Report to Shareholders

25 Our Property Interests CapitaRetail Japan Fund Private Limited We have an interest of 26.29% in CapitaRetail Japan Fund as at 31 December. We sponsored the establishment of CapitaRetail Japan Fund on 15 April 2004 and at its fi nal closing on 31 March 2005, it had a total committed capital of 44.1 billion. It was formed to invest in income-producing retail investment properties in Japan. CapitaRetail Japan Fund has acquired seven retail properties in Tokyo, Osaka, Hokkaido and Kobe. The fund s investment period has expired. CapitaRetail India Development Fund We have an interest of 45.45% in CapitaRetail India Development Fund as at 31 December. We sponsored the establishment of CapitaRetail India Development Fund on 22 November 2007 with a total committed capital of S$880.0 million. As at 31 December, 72.0% of India Development Fund remains undrawn. CapitaRetail India Development Fund invests primarily in retail property developments in various parts of India. It has entered into separate joint venture agreements with Advance India Projects Limited and Prestige Estates Project Private Limited to jointly invest in and manage the retail properties in India. CapitaRetail India Development Fund currently has a portfolio of nine committed projects, all of which are held under these joint ventures. Horizon Realty Fund We have a 21.43% interest in Horizon Realty Fund as at 31 December. The fund was established to invest in retail properties in India. As at 31 December, the fund has a total committed capital of US$350.0 million. We have committed capital of US$75.0 million to Horizon Realty Fund. We do not manage the fund or its assets. 22 CapitaMalls Asia Limited Report to Shareholders

26 Our Corporate Structure Singapore Fund and REIT Management China India Malaysia Japan % % % % % % % % % % % % % CapitaLand Retail Management Pte Ltd (Singapore) CapitaLand Retail Project Management Pte. Limited (Singapore) Clarke Quay Pte Ltd (Singapore) CapitaLand Retail (Shanghai) Management & Consulting Co., Ltd. (China) CapitaLand Retail (Beijing) Facilities & Projects Consulting Co., Ltd. (China) CapitaLand Retail Malaysia Sdn. Bhd. (Malaysia) CapitaLand Retail Management Kabushiki Kaisha (Japan) CapitaLand Retail Property Management India Private Limited (India) CapitaMall Trust Management Limited (Singapore) CapitaRetail China Trust Management Limited (Singapore) CapitaRetail China Fund Management Pte. Ltd. (Singapore) CapitaRetail India Fund Management Pte. Ltd. (Singapore) CapitaRetail Japan Fund Management Private Limited (Singapore) % % % CapitaRetail Gurney Sdn. Bhd. (Malaysia) Pronto Investment One Pte. Ltd. (Singapore) Gain 888 Investments Pte. Ltd. (Singapore) 50.00% 29.86% 21.18% 45.00% 30.00% 45.00% 15.00% 26.29% 21.43% 45.45% Orchard Turn Holding Pte. Ltd. CapitaMall Trust 19.70% CapitaRetail China Trust CapitaRetail China Development Fund CapitaRetail China Incubator Fund CapitaRetail China Development Fund II Raffles City China Fund Limited CapitaRetail Japan Fund Private Limited Horizon Realty Fund, LLC CapitaRetail India Development Fund 23 CapitaMalls Asia Limited Report to Shareholders

27 Board of Directors (From left to right) Dr Fu Yuning, Mrs Arfat Pannir Selvam, Dr Loo Choon Yong, Mr Yap Chee Keong, Mr Sunil Tissa Amarasuriya, Prof Tan Kong Yam 24 CapitaMalls Asia Limited Report to Shareholders

28 (From left to right) Mr Lim Beng Chee, Mr Liew Mun Leong, Ms Jennie Chua, Mr Hiroshi Toda, Mr Lim Tse Ghow Olivier 25 CapitaMalls Asia Limited Report to Shareholders

29 Board of Directors Note 1. CapitaMalls Asia Limited was at that time known by its previous name CapitaLand Retail Limited. Mr Liew Mun Leong Chairman and Non-Executive Director Mr Liew Mun Leong joined the Board on 18 October He is also Chairman of Corporate Disclosure Committee and Investment Committee and a member of Executive Resource and Compensation Committee and Nominating Committee. Mr Liew is a Director of CapitaLand Limited (listed on the Singapore Exchange Securities Trading Limited ( SGX-ST )) and President and CEO of CapitaLand Group. He is also Chairman of CapitaLand Residential Singapore Pte Ltd, CapitaLand China Holdings Pte Ltd, CapitaLand Commercial Limited, CapitaLand Financial Limited and CapitaLand ILEC Pte. Ltd. He is Deputy Chairman of The Ascott Limited, CapitaCommercial Trust Management Limited (the manager of CapitaCommercial Trust listed on the SGX-ST), CapitaMall Trust Management Limited (the manager of CapitaMall Trust listed on the SGX-ST), CapitaRetail China Trust Management Limited (the manager of CapitaRetail China Trust listed on the SGX-ST) and Ascott Residence Trust Management Limited (the manager of Ascott Residence Trust listed on the SGX-ST). He is also a Director of CapitaLand Hope Foundation, the CapitaLand Group s philanthropic arm. Mr Liew is presently Chairman of Changi Airport Group (Singapore) Pte. Ltd. and a Director of Singapore Exchange Limited (listed on the SGX-ST). In 2006, Mr Liew was named Outstanding CEO of the Year in the Singapore Business Awards. In 2007, he was conferred the CEO of the Year award (for fi rms with market value of S$500 million or more) in The Business Times Singapore Corporate Awards. In, Mr Liew was named Asia s Best Executive of (Singapore) by Asiamoney and Best CEO in Asia (Property) by Institutional Investor. Mr Liew graduated from the University of Singapore with a Civil Engineering degree and is a registered professional civil engineer. Ms Jennie Chua Non-Executive Director Ms Jennie Chua joined the Board on 30 October. Ms Chua is the Chief Corporate Offi cer of CapitaLand Limited. She is a board member of CapitaLand ILEC Pte. Ltd., The Ascott Limited and Ascott Residence Trust Management Limited. She is Chairman of Singapore International Chamber of Commerce, Alexandra Health/ Khoo Teck Puat Hospital, Sentosa Cove, Singapore Film Commission and The Arts House as well as Deputy Chairman of Temasek Foundation. She also serves on Singapore s Pro-Enterprise Panel and the Board of Trustees of Nanyang Technological University, Singapore. Awards and accolades which she has received include three Singapore National Day Awards, Outstanding Contribution to Tourism Award 2006, Women s World Excellence Awards 2006, Travel Personality of the Year Award 2005, NTUC Medal of Commendation 2005, 25 Stars of Asia Award 2003, Person of the Year Asia Pacifi c (Hotel) 2002, National Productivity 2002, Pacifi c Area Travel Writers Association Hall of Fame 2000, Hotelier of the Year 1999, Woman of the Year 1999, Champion of the Arts 1999 and Independent Hotelier of the World CapitaMalls Asia Limited Report to Shareholders

30 Mr Lim Tse Ghow Olivier Non-Executive Director Mr Olivier Lim joined the Board on 1 July He is also the Chairman of Finance and Budget Committee and a member of Corporate Disclosure Committee and Investment Committee. Mr Lim is the Group Chief Financial Offi cer of CapitaLand Limited. He is also a Non-Executive Director of CapitaMall Trust Management Limited, CapitaCommercial Trust Management Limited, Australand Holdings Limited, Raffl es Medical Group Ltd, and a member of the Board of both Sentosa Development Corporation and Accounting and Corporate Regulatory Authority. Prior to joining CapitaLand Limited, he was Director and Head of the Real Estate Unit, Corporate Banking in Citibank Singapore. He has more than 20 years of work experience in diverse areas including corporate banking, investment banking, corporate fi nance and real estate fi nancial products. In 2007, Mr Lim was named Chief Financial Offi cer of the Year (for fi rms with market value of S$500 million or more) in The Business Times Singapore Corporate Awards. In, he was awarded Best Investor Relations by a CFO by IR Magazine in its South East Asia Awards. Mr Lim holds a First Class Honours degree in Civil Engineering from the Imperial College of Science, Technology and Medicine, United Kingdom. Mr Lim Beng Chee Chief Executive Officer and Executive Director Mr Lim Beng Chee joined the Board on 1 November 1. He is also a member of Corporate Disclosure Committee, Finance and Budget Committee and Investment Committee. Mr Lim has more than 10 years of real estate investment and asset management experience. He previously held various positions within CapitaLand group of companies since 2000 and has been CMA s Chief Executive Offi cer since 1 November. Mr Lim has played an instrumental role in the creation of CMA s retail real estate funds and retail real estate investment trusts. Mr Lim was appointed as the Deputy Chief Executive Offi cer of CapitaMall Trust Management Limited in March 2005 until December He then led the team which spearheaded the listing of CapitaRetail China Trust, Singapore s fi rst pure-play China retail real estate investment trust and was appointed as Chief Executive Offi cer of CapitaRetail China Trust Management Limited in December 2006 until September during which time he was mostly stationed in Beijing. Mr Lim then returned to Singapore and assumed his appointment as Chief Executive Offi cer for both CMA and CapitaMall Trust Management Limited in November. Mr Lim stepped down as Chief Executive Offi cer of CapitaMall Trust Management Limited on 25 November upon the listing of CMA. Mr Lim holds a Master of Business Administration (Accountancy) from the Nanyang Technological University of Singapore and a Bachelor of Arts in Physics (Honours) from the University of Oxford, United Kingdom. Mr Sunil Tissa Amarasuriya Independent Non-Executive Director Mr Sunil Tissa Amarasuriya joined the Board on 30 October. He is also a member of Audit Committee and Executive Resource and Compensation Committee. Mr Amarasuriya is Chairman of the B.P. de Silva Group. He joined the B.P. de Silva Group in July In 1980, he formally assumed the control and management of the B.P. de Silva Group when he was appointed the Managing Director of B.P. de Silva Holdings Pte Ltd, the holding company of the B.P. de Silva Group, and a director of all group companies. The businesses of the B.P. de Silva Group comprise jewellery, RISIS gift manufacturing and retailing, investment in watch business, bulk and value added tea business, and investments into other businesses including food and beverage, environmental engineering, hydropower plants, medical devices and others. The B.P. de Silva Group has operations principally in Singapore, Malaysia, Sri Lanka and Switzerland. Mr Amarasuriya was contemporaneously a director of The Swatch Group S.E.A. (S) Pte Ltd, and The Swatch Group (Malaysia) Sdn Bhd when both companies were established in Simultaneously, he became the Chief Executive Offi cer of The Swatch Group S.E.A. (S) Pte Ltd responsible for Swatch operations in South East Asia. In 2000, he was appointed a member of the Extended Group Management Board of Swatch Group Ltd, a company listed on the Swiss Stock Exchange. Mr Amarasuriya relinquished his executive positions with the Swatch group in He remains a director of both the Swatch companies in Singapore and Malaysia today. In 2007, Mr Amarasuriya was appointed to the board of Audemars Piguet Holding SA, and is currently a member of its audit committee. In, he assumed the chairmanship of Tea Tang (Pvt) Ltd, the fl agship of the B.P. de Silva Group s tea business based in Sri Lanka. Mr Amarasuriya holds a Diploma in Gemmology from the Gemmological Institute of Germany in Idar, Oberstein. He also has a Diploma in Diamond Grading from the Institute of Advanced Training, Koenigstein. 27 CapitaMalls Asia Limited Report to Shareholders

31 Board of Directors Dr Fu Yuning Independent Non-Executive Director Dr Fu Yuning joined the Board on 30 October. Dr Fu is presently a Director and President of China Merchants Group Limited, a position he has held since April Concurrent to his present position, he is Chairman of China Merchants Holdings (International) Company Limited (listed on the Hong Kong Stock Exchange), China International Marine Containers (Group) Limited (listed on the Shenzhen Stock Exchange) and China Merchants Energy Shipping Company Limited (listed on the Shanghai Stock Exchange). Dr Fu is also a non-executive independent Director of CapitaLand Limited (listed on Singapore Stock Exchange), Integrated Distribution Services Group Limited (listed on the Hong Kong Stock Exchange) and Sino Land Company Limited (listed on the Hong Kong Stock Exchange) and a Director of China Merchants Bank Co., Ltd. (listed on the Shanghai Stock Exchange). Dr Fu holds directorship in some public associations such as General Committee Member of the Hong Kong General Chamber of Commerce, Director of Hong Kong Port Development Council, Member of the Advisory Committee of the Securities and Futures Commission (SFC), HKSAR. He is also Chairman of China Chapter of the Global Logistics Institute. Dr Fu was President and Managing Director of China Nanshan Development (Group) Incorporation. From February 1999 to July 2000, he was Chairman of Union Bank of Hong Kong Limited. From 2001 to 2003, he was an Independent Director of Jurong Port Pte. Limited in Singapore. Dr Fu graduated from Dalian Institute of Technology in China with a degree of Port and Waterway Engineering and obtained his Ph.D. Degree in Mechanical Engineering from Brunel University in the United Kingdom, where he also worked as a Post-Doctorate research fellow briefl y afterwards. Dr Loo Choon Yong Independent Non-Executive Director Dr Loo Choon Yong joined the Board on 30 October. He is also Chairman of Executive Resource and Compensation Committee and Nominating Committee and a member of Investment Committee. Dr Loo is the Executive Chairman of Raffl es Medical Group Ltd, one of Singapore s leading private integrated healthcare providers. He co-founded the Raffl es Medical Group in 1976 and was appointed to his current position in Dr Loo holds a number of directorships in several companies, including International Medical Insurers Pte. Ltd. and Raffl es Hospital Pte Ltd. Dr Loo was appointed by the President of Singapore as the Non-Resident Ambassador to the Italian Republic from March He chairs the Sentosa Development Corporation and Sentosa Golf Club. He is a member of the Board of Trustees of Singapore Management University and Chinese Development Assistance Council. He is the Chairman of the Asian Medical Foundation Ltd. Dr Loo was a Nominated Member of Parliament from January 2005 to May 2006 and again from January 2007 to June. He was the former Deputy Chairman of the Action Committee for Entrepreneurship, a public-private collaboration to promote entrepreneurship in Singapore. He also served as a member of the Government Economic Review Committee ( ERC ) and Chairman of the ERC s Healthcare Services Working Group. He was appointed by the Minister for Finance to the Council on Corporate Disclosure and Governance, a national body on corporate disclosure and governance including prescribing of accounting standards in Singapore. In the area of social service, Dr Loo had been active in the fi ght against drug abuse for more than 20 years. He was the former Chairman of National Council Against Drug Abuse and President of Singapore Anti-Narcotic Association. Besides his medical training, Dr Loo also read Law at the University of London and is a member of Middle Temple. Mrs Arfat Pannir Selvam Independent Non-Executive Director Mrs Arfat Pannir Selvam joined the Board on 30 October. She is also a member of Corporate Disclosure Committee and Nominating Committee. Mrs Selvam is presently the Managing Director of Arfat Selvam Alliance LLC, a corporate fi nance law practice. With over 40 years in legal practice as a corporate fi nance lawyer, Mrs Selvam has been involved in some landmark Singapore acquisition transactions. Mrs Selvam was the President of the Law Society of Singapore in She is also a Director of CapitaLand Limited, which is listed on the SGX-ST. Mrs Selvam is a graduate of the University of Singapore and was admitted to practise as an Advocate & Solicitor of the Supreme Court of Singapore in CapitaMalls Asia Limited Report to Shareholders

32 Professor Tan Kong Yam Independent Non-Executive Director Professor Tan Kong Yam joined the Board on 30 October. He is also a member of Audit Committee and Investment Committee. Professor Tan is Professor of Economics at the Nanyang Technological University in Singapore. He is also an advisor to CapitaLand on its investments in China. From 1987 to 1999, Professor Tan was with the National University of Singapore ( NUS ) where he served as the head of Department of Business Policy at the NUS business school. From 1999 to May 2002, he served as the chief economist of the government of Singapore at the Ministry of Trade and Industry. From June 2002 to June 2005, he was a senior economist at the Beijing offi ce of the World Bank. During this period, he advised the State Council in China on the eleventh fi ve year plan ( ) as a member of the World Bank expert group in Professor Tan graduated from Princeton University in 1979 with a degree in economics. He also holds a PhD degree in economics from Stanford University. Prior to joining NUS, Professor Tan has worked at the Hoover Institution at Stanford University, World Bank, the Monetary Authority of Singapore, and was the Director of Research at the Ministry of Trade and Industry in Singapore. Professor Tan has served as board members of the Singapore Central Provident Fund Board from 1984 to 1996 and the National Productivity Board from 1989 to He has also served as consultant for many organisations including Citigroup (Singapore), Areva, Guangdong provincial government, Samsung Group, Mauritius Government and Ministry of Trade and Industry (Singapore). Mr Hiroshi Toda Independent Non-Executive Director Mr Hiroshi Toda joined the Board on 30 October. Mr Toda has served as an advisor of Nomura Securities Co., Ltd. since 1 April. Mr Toda joined Nomura Securities Co., Ltd. in 1975 and served as the President of Nomura Bank (Switzerland) Limited and General Manager of the Debt Market Division of Nomura Securities Co., Ltd. He became a member of the board of directors of Nomura Securities Co., Ltd. in 1997 and was in charge of the Global Fixed Income Division. Upon Nomura group s adoption of the holding company structure on 1 October 2001, he became a member of the board of directors of Nomura Holdings, Inc. and also a member of the board of directors of Nomura Securities Co., Ltd. in charge of the Global Wholesale Division. When Nomura Holdings, Inc. and Nomura Securities Co., Ltd. adopted the Committee System on 26 June 2003, he was appointed Deputy President and Chief Operating Offi cer of both Nomura Holdings, Inc. and Nomura Securities Co., Ltd. In, he became Vice Chairman of Nomura Securities Co., Ltd. Mr Toda graduated from the Keio-University with a Bachelor of Arts in Economics in Mr Yap Chee Keong Independent Non-Executive Director Mr Yap Chee Keong joined the Board on 30 October. He is also Chairman of Audit Committee and a member of Finance and Budget Committee. Mr Yap is the Lead Independent Director of The Straits Trading Company Limited and the Chairman of its Audit Committee. He is also an independent non-executive director of Tiger Airways Holdings Limited and Chairman of its Remuneration Committee. In addition, he serves as the Chairman of Singapore District Cooling Pte Ltd and as a non-executive director of SPI (Australia) Assets Pty Ltd. Mr Yap previously served as an adviser to Singapore Power Limited ( SP ) and is presently an adviser to Entropy Ventures Limited. Mr Yap was previously the Chief Financial Offi cer of the Singapore Power Group where he also sat on the boards of certain SP subsidiaries including SPI Management Services Pty Ltd, the manager of SP AusNet which is dual listed on the Australian Stock Exchange and the SGX-ST. Prior to joining SP, Mr Yap worked as the Chief Financial Offi cer and in other senior management roles in several multinational and listed companies. Mr Yap has 25 years of experience in senior management, strategic planning, mergers and acquisitions, corporate fi nance, treasury, fi nancial management and risk management functions in diverse industries. Mr Yap holds a Bachelor of Accountancy from the National University of Singapore and is a Fellow of the Institute of Certifi ed Public Accountants of Singapore and CPA Australia. 29 CapitaMalls Asia Limited Report to Shareholders

33 Present Directorships As at 25 February 2010, other directorships held by the Directors are as follows: Mr Liew Mun Leong Ascott Residence Trust Management Limited CapitaCommercial Trust Management Limited CapitaMall Trust Management Limited CapitaLand China Holdings Pte Ltd CapitaLand Commercial Limited CapitaLand Financial Services Limited CapitaLand Financial Limited CapitaLand Hope Foundation CapitaLand ILEC Pte. Ltd. CapitaLand Limited CapitaLand Residential Singapore Pte Ltd CapitaLand UK Holdings Limited CapitaRetail China Trust Management Limited Changi Airport Group (Singapore) Pte. Ltd. China Club Investment Pte Ltd Singapore-China Foundation Ltd. Singapore Exchange Limited T.C.C. Capital Land Limited The Ascott Limited NUS Business School (Management Advisory Board Member) Ms Jennie Chua The Ascott Limited Ascott Residence Trust Management Limited The Old Parliament House Limited Raffl es Hotel (1886) Ltd. Raffl es Hospital Pte Ltd (Member, Advisory Board) Sentosa Cove Pte Ltd Pas De Deux Holdings Pte Ltd Nanyang Technological University (Director/Trustee) Sentosa Cove Resort Management Pte. Ltd. Temasek Holdings (Private) Limited (Member, Temasek Advisory Panel) CapitaLand ILEC Pte. Ltd. CapitaLand Hope Foundation Singapore International Chamber of Commerce Cornell-Nanyang Institute of Hospitality Management (Member of Joint Advisory Board) Ascott Serviced Residence (China) Fund NYU Tisch School of the Arts, Asia, Ltd. Temasek Foundation CLG Limited Alexandra Health Pte. Ltd. MOH Holdings Pte Ltd Sentosa Development Corporation Prime Minister s Offi ce (Justice of the Peace) Singapore Government (Member of Pro-Enterprise Panel) Ministry of Foreign Affairs (Non-Resident Ambassador to The Slovak Republic) CapitaLand Corporate Investments Pte Ltd Mr Lim Tse Ghow Olivier Areca Investment Pte Ltd Ascott Serviced Residence (China) Fund Management Pte. Ltd. Australand Holdings Limited Australand Property Limited Australand Investments Limited Ausprop Holdings Limited Austvale Holdings Ltd CapitaCommercial Trust Management Limited CapitaLand AIM Pte. Ltd. CapitaLand China Holdings Pte Ltd CapitaLand Commercial Limited CapitaLand Corporate Investments Pte Ltd CapitaLand Financial Limited CapitaLand Financial Services Limited CapitaLand GCC Holdings Pte. Ltd. CapitaLand ILEC Pte. Ltd. CapitaLand Industrial & Logistics Holdings Limited CapitaLand Residential Limited CapitaLand Residential Singapore Pte Ltd CapitaLand Treasury Limited CapitaMall Trust Management Limited Hotels & Resorts (UK) Limited Lucid Investments Ltd Mubadala CapitaLand Real Estate LLC Raffl es Holdings Limited Raffl es Medical Group Ltd RHL Capital Pte. Ltd. RHL (Management) Pte. Ltd. Sentosa Leisure Holdings Pte. Ltd. Somerset Capital Pte Ltd Somerset Land Pte Ltd The Ascott Limited Sentosa Development Corporation (Member) Accounting and Corporate Regulatory Authority (ACRA) Board (Member) Mr Lim Beng Chee Albert Complex Pte Ltd BCH Retail Investment Pte Ltd (In liquidation members voluntary winding up) Bugis City Holdings Pte Ltd (In liquidation members voluntary winding up) Capita Card Pte. Ltd. CapitaLand SZITIC (Shenzhen) Property Management Co., Ltd. CapitaMall Trust Management Limited 30 CapitaMalls Asia Limited Report to Shareholders

34 CapitaRetail China Fund Management Pte. Ltd. CapitaRetail China Trust Management Limited CapitaRetail India Fund Management Pte. Ltd. CapitaRetail Japan Fund Management Private Limited CapitaRetail Malaysia REIT Management Sdn. Bhd. CapitaRetail Zhengzhou Real Estate Co., Ltd. CapitaLand Retail (SI) Investments Pte. Ltd. CapitaLand Retail (BJ1) Holdings Pte. Ltd. CapitaLand Retail India Pte. Ltd. CapitaLand Retail Investments (SY) Pte. Ltd. CapitaLand Retail Japan Investments Pte. Ltd. CapitaLand Retail Management Pte Ltd CapitaLand Retail (MY) Pte. Ltd. CapitaLand Retail Singapore Investments Pte. Ltd. CapitaLand Retail Singapore Investments Two Pte. Ltd. Clarke Quay Pte Ltd CMT MTN Pte. Ltd. One Trustee Pte. Ltd. Orchard Turn Holding Pte. Ltd. Orchard Turn Residential Development Pte. Ltd. Orchard Turn Retail Investment Pte. Ltd. Orchard Turn Developments Pte. Ltd. Plaza Singapura (Private) Limited Premier Healthcare Services International Pte Ltd Pronto Two Limited Pyramex Investments Pte Ltd Mr Sunil Tissa Amarasuriya Amarasuriya Holdings Pte. Ltd. B.P. de Silva Private Limited B.P. de Silva Holdings Pte Ltd PS Ventures Pte. Ltd. The Swatch Group S.E.A. (S) Pte Ltd The Swatch Group (Malaysia) Sdn Bhd B P de Silva Ceylon Limited PS Ventures Lanka (Private) Limited Silvaroyal (Colombo) Ltd Tea Tang (Pvt) Ltd Audemars Piguet Holding SA Gulhivair Holding SA B.P. de Silva Properties Pte Ltd B.P. de Silva Jewellers Pte. Ltd. Envipure Pte. Ltd. Risis Private Limited Rusitto Pte. Ltd. Silvaroyal Private Limited The 1872 Clipper Tea Co. Pte Ltd Audemars Piguet (Singapore) Pte Ltd B P de Silva (Malaysia) Sdn Bhd Crystal Creation Sdn Bhd Envipure Sdn Bhd Storch Brothers (1949) Sdn Bhd Capital Suisse Asia Limited C.S. Asia Investments (Private) Limited Silvador (Private) Limited Tea Tech Services (Private) Ltd Zyrex Power Company Limited Amador SA Sunalps Pte Ltd Sunalps Investments Pte. Ltd. ebeyonds Pte. Ltd. Navitas Systems Pte. Ltd. ARC Concepts Sdn Bhd PT Risis Indonesia B P de Silva Japan Pte Ltd B P de Silva Investments (Pvt) Limited LeBrassus Sdn Bhd Murai Investments Limited B P de Silva Jewellers (Pvt) Limited Amarasuriya Holdings Pte Ltd (Sri Lanka) Silvacos (Private) Limited Gemmological Institute of Colombo (Private) Limited Lanka Bloom Foundation (Guarantee) Limited Hi-Tech Power Systems (Pvt) Ltd. Shingold (Pte.) Ltd. Dr Fu Yuning China Merchants Group Limited China Merchants Steam Navigation Co., Ltd. China Merchants Holdings (Hong Kong) Co., Ltd. China Merchants Finance Holdings Co., Ltd. China Merchants International Finance Co., Ltd. China Merchants Holdings (International) Co., Ltd. China Merchants Bank Co., Ltd. China Merchants Shekou Industrial Zone Co., Ltd. Hua Jian Transportation Economic Development Center China Merchants Zhangzhou Development Zone Co., Ltd. China Nanshan Developments (Group) Incorporation China Merchants Energy Shipping Company Limited China International Marine Containers (Group) Limited Integrated Distribution Services Group Limited Sino Land Company Limited CapitaLand Limited Dr Loo Choon Yong Raffl es Medical Group Ltd Asian Healthcare Capital Management Pte. Ltd. Raffl es Medical Properties Pte Ltd RMG Capital Pte. Ltd. Sentosa Leisure Holdings Pte. Ltd. S&D Holdings Pte. Ltd. International Medical Insurers Pte. Ltd. Raffl es Hospital Pte Ltd Raffl es Hospital Properties Pte. Ltd. Raffl es Medical Holdings Pte Ltd The Esquire Developments Pte. Ltd. Straits Land Pte Ltd Singapore Management University (Board of Trustees) Asian Medical Foundation Ltd. Non-Resident Ambassador to the Italian Republic Sentosa Development Corporation (Chairman) Chinese Development Assistance Council (Board of Trustees) Sentosa Golf Club (Chairman) Mrs Arfat Pannir Selvam Arfat Selvam Alliance LLC ASA Corporate Services Pte. Ltd. ASA Investment Holdings Pte. Ltd. CapitaLand Limited D.S. Lee Foundation HDFC Asset Management Company (Singapore) Pte. Ltd. Hope Villages Fund Pte. Ltd. iglobe Partners (II) Pte. Ltd. iglobe Partners Pte Ltd OMX Pte. Ltd. Priya-Roshni Private Limited Singapore Health Services Pte Ltd Indo Land Corporation Pte. Ltd. Indo Development Corporation Pte. Ltd. Rahmatan Lil Alamin Foundation Ltd. Professor Tan Kong Yam APS Asset Management Pte Ltd Mr Hiroshi Toda Nil Mr Yap Chee Keong Tiger Airways Holdings Limited The Straits Trading Company Limited SPI (Australia) Assets Pty Ltd Singapore District Cooling Pte Ltd The Assembly of Christians of Singapore Ltd 31 CapitaMalls Asia Limited Report to Shareholders

35 Executive Officers Mr Lim Beng Chee Chief Executive Officer Details of his working experience can be found in page 27 under the section Board of Directors. Mr Ng Kok Siong Chief Financial Officer Mr Ng joined CapitaLand Limited in September 2005 in the Offi ce of the President. He later assumed the position of Senior Vice President of CapitaLand Eurasia where he was involved in business development and investment management. In October, he was appointed as Senior Vice President, Strategic Finance, CapitaLand Limited, where he was responsible for overseeing the corporate fi nance matters of the CapitaLand Group. Prior to joining CapitaLand in 2005, Mr Ng spent more than a decade in the oil and gas industry across Asia Pacifi c and Europe, holding various fi nance and investment management positions in Exxon-Mobil Asia-Pacifi c and Shell Oil Products East. Mr Ng graduated with a Degree of Bachelor of Accountancy (Honours) from Nanyang Technological University of Singapore. Mr Tan Tee Hieong, Tony Deputy Chief Financial Officer Mr Tan has over 16 years of regional experience in treasury, fi nance and risk management. Prior to joining our Company, Mr Tan was with IKEA for more than nine years, where he held positions as Asia- Pacifi c Treasurer and Finance Manager. He also sat on IKEA s fi nance committee for Asia Pacifi c that oversees the group s strategic fi nance and tax matters. His other experiences prior to joining IKEA includes Treasury Accountant for Wearnes International, the trading and distribution arm for WBL, and trading positions in global banks. Mr Tan holds a Master of Business Administration (Distinction) from the University of Manchester, United Kingdom, and a Bachelor of Accountancy degree from the National University of Singapore. Mr Ho Chee Hwee, Simon Chief Executive Officer, CapitaMall Trust Management Limited Mr Ho has more than 20 years of experience in real estate investment and management and was responsible for managing the operations of 17 retail properties in Singapore as well as the operations of CMA s regional retail portfolio in China, Malaysia, Japan and India prior to assuming the Chief Executive Offi cer post for CMTML in November. Mr Ho holds a Master of Real Estate and a Bachelor of Science (Estate Management) (Honours) from the National University of Singapore. Ms Goh Hwee Peng, Jesline Deputy Country Head, Singapore Deputy Chief Executive Officer, CapitaMall Trust Management Limited Jesline has over 13 years of experience in investment and corporate fi nance of which, more than eight years were in real estate investment management, asset management and creation of private real estate funds. She has been with the CapitaLand Group for close to nine years. In addition to her appointment as Deputy Country Head, Singapore for CapitaMalls Asia Limited, she is also Deputy Chief Executive Offi cer for CMTML. Jesline is a Chartered Financial Analyst and holds a Bachelor of Business Administration (First Class Honours) from the National University of Singapore. Mr Goh Soon Yong Chief Executive Officer, China Based in Beijing, China, Mr Goh has over 20 years of real estate experience, ranging from public housing estate management, town council property management and business development and was previously the General Manager of Raffl es City Shanghai. Mr Goh holds a Master of Science in Real Estate Management and a Bachelor of Science in Estate Management (Honours) degree from the National University of Singapore. Ms Lim Hwee Li, Sharon Country Head, Malaysia Based in Kuala Lumpur, Malaysia, Ms Lim has over 13 years of real estate experience including property investment and development, sales & marketing and asset management activities in Australia, Malaysia, the Philippines, Thailand, Vietnam and Singapore. Ms Lim has vast experience in property investment covering the retail, industrial, mixed developments and residential sectors. Ms Lim holds a Master of Business Administration from Murdoch University and a Bachelor of Business (Distinction) degree from the Royal Melbourne Institute of Technology, Australia. Mr Kek Chee How Country Head, Japan Based in Tokyo, Japan, Mr Kek has over three years of experience in real estate investment management, fi nancing, and asset management. He was previously Head of Business Development in CapitaLand Retail Management Kabushiki Kaisha. A fl uent Japanese speaker, Mr Kek is responsible for asset management, capital management and investments for the Japan Fund. Mr Kek holds a Master of Business Administration from The Wharton School, University of Pennsylvania, USA, and a Bachelor of Science degree from the Tokyo Institute of Technology, Japan. Mr Kevin Chee Country Head, India Mr Chee has more than 17 years of real estate experience. He started his career as a fi nancial analyst with Royal Dutch Shell before moving to investment banking at Barclays Capital and JP Morgan. Prior to joining CapitaMalls Asia, he was the Senior Vice President, Asset Management in YTL Pacifi c Star REIT Management Limited (the manager of Starhill Global REIT which is listed on SGX-ST), responsible for the strategic management of Starhill Global REIT s portfolio of assets across Singapore and Japan. Mr Chee graduated with a Bachelor of Business (Honours) in Banking from Nanyang Technological University, Singapore in Mr Yong Kam Yuen, Simon Chief Development Officer Mr Yong is responsible for all regional retail development and asset enhancement projects under our Company s portfolio. He leads the project management and design management team to align the project design, planning and execution to meet the strategic and business objectives of our Company. Mr Yong has over 28 years of experience in property design, management and development. He holds a Bachelor of Engineering (Mechanical) degree from the National University of Singapore and a Master of Science (Industrial Engineering) degree from the National University of Singapore. Mr Toh Kim Sai Deputy Chief Development Officer Mr Toh has 20 years of experience in asset enhancement projects and assists the retail project teams in Singapore, China, India and Japan to create greater asset value through design and project management. A former ASEAN Scholar, he holds a Bachelor of Arts (Architectural Studies) and Bachelor of Architecture (Honours) from the National University of Singapore, and a Master of Science (Management of Technology) from the Massachusetts Institute of Technology, USA. He is a certifi ed Project Management Professional by the Project Management Institute, USA and is a council member of the Society of Project Managers, Singapore. He has also completed the Executive Development Program at Wharton, University of Pennsylvania, USA. 32 CapitaMalls Asia Limited Report to Shareholders

36 Corporate Governance CapitaMalls Asia has adopted and implemented high standards of corporate conduct which are in line with the principles of the Code of Corporate Governance 2005 (the Code ). We believe in the need for developing and maintaining sound and transparent policies and practices to meet our specifi c business needs and to provide a solid foundation for a trusted and respected business enterprise. We remain focused on the substance and spirit of the principles of the Code while achieving operational excellence and delivering the Group s long term strategic objectives. This report on our corporate governance practices for our fi nancial year ( Report ) describes our application of good governance principles in the spirit of our commitment towards integrity, transparency and excellence. This application is underpinned by sound and proactive systems of internal controls and accountability, which we believe promotes and drives long term sustainable growth and value for our shareholders. The following sections outline our policies and practices, with specifi c reference to each of the principles of the Code. (A) BOARD MATTERS Board s Conduct of Affairs Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board works with Management to achieve this and the Management remains accountable to the Board. Our Board comprises a majority of non-executive directors who are independent of Management. Each director brings to the Board his skills, experience, insights and sound judgment, which, together with strategic networking relationships, serves to further the interests of our Company s group of companies ( Group ). At all times, each director is obliged to act honestly and with diligence, and consider the best interests of our Company. The key roles of our Board are to: Guide the corporate strategy and directions of the Group; Ensure that Senior Management discharges business leadership and management with integrity and enterprise; and Oversee the proper conduct of the Group s business. As at 31 December, the Board comprised 11 directors, of whom 10 were non-executive directors. They are business leaders and professionals with governmental, fi nancial, banking, trading, real estate, transport and legal backgrounds. Profi les of each of the directors are found on pages 26 to 29 of this Report. The positions of Chairman and Chief Executive Offi cer ( CEO ) are separately held by two persons to maintain effective supervision and accountability at each of the Board and Management levels. The Chairman of our Board is Mr Liew Mun Leong, who brings with him a wealth of experience from his leadership of, and Board participation in, major global companies such as CapitaLand Limited, of which he is President and CEO. Our CEO is Mr Lim Beng Chee who also brings with him a wealth of real estate investment and asset management experience, including experience from his previous appointments in various positions within the CapitaLand group of companies. Our only executive director is Mr Lim Beng Chee. The Board has regular discussions on the key activities and business strategies of the Group, during which the Board deliberates, among other things, the strategic policies of the Group, including signifi cant acquisitions and divestments, approving the annual budget, reviewing the performance of the Group s businesses, and approving the release of the quarterly and full-year results after they are reviewed by the Audit Committee (whose composition and role are described below). A total of two Board meetings were held in and these meetings took place prior to our Company s successful listing on the Main Board of the Singapore Exchange Securities Trading Limited ( SGX-ST ) on 25 November. For 2010, the Board will meet regularly and at least once every quarter. A table of the Board members participation in the various Board committees (as further described below) is set out on page 35 of this Report. This refl ects each Board member s additional responsibilities and special focus in the respective Board committees. A table showing the attendance record of directors at Board meetings and Board committee meetings during the year is set out on page 35 of this Report. We believe in the important contributions of our directors beyond attendance at formal Board and Board committee meetings. To judge a director s contribution based on his attendance at formal meetings alone would not do justice to his overall contribution, which includes being accessible to Management for guidance or exchange of views outside the formal environment of Board and Board committee meetings. The Board has adopted a set of internal controls which establishes approval limits for capital expenditure, investments and divestments, bank borrowings and minimum signature requirements for cheques at Board level. Approval sub-limits are also provided at Management levels to facilitate operational effi ciency. Changes to regulations and accounting standards are monitored closely by Management. Our directors are briefed during Board meetings or at speciallyconvened sessions conducted by professionals on regulatory changes, including any relevant revisions to accounting standards, that have any signifi cant bearing on our Company s or directors obligations. Newly appointed directors are briefed by Management on the business activities and strategic directions of the Group. Each director is briefed and provided with a formal letter of appointment setting out his or her duties and obligations. Directors are also briefed and provided with relevant information on our Company s policies and procedures relating to corporate conduct and governance including disclosure of interests in securities, restricted periods for dealings in our Company s securities, restrictions on disclosure of confi dential or price sensitive information and the disclosure of interests relating to certain property transactions. Board Composition and Guidance Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board s decision-making. As at 31 December, the Board comprised 11 directors, of whom 7 were non-executive directors who are independent of Management as well as our substantial shareholders. A director is considered independent if he has no relationship with our Company, our related companies or offi cers that could interfere, or be reasonably perceived to interfere, with the exercise of the director s independent business judgment in the best interests of our Company. Mr Sunil Tissa Amarasuriya, Dr Fu Yuning, Dr Loo Choon Yong, Mrs Arfat Pannir Selvam, Professor Tan Kong Yam, Mr Hiroshi Toda and Mr Yap Chee Keong are considered to be independent directors. Mr Sunil Tissa Amarasuriya has been an independent director of our Company since 33 CapitaMalls Asia Limited Report to Shareholders

37 Corporate Governance 30 October. In the fi nancial year, a subsidiary of his associate, BP de Silva (Malaysia) Sdn Bhd, is a tenant in Gurney Plaza which is owned by a subsidiary of the Company. The aggregate amounts received in FY by the Company and its subsidiaries from BP de Silva (Malaysia) Sdn Bhd amounted to approximately $167,000. Our Company nonetheless considers Mr Amarasuriya as an independent director as the tenancy with BP de Silva (Malaysia) Sdn Bhd was entered into prior to Mr Amarasuriya s appointment as a director of our Company and was in the ordinary course of business and on market terms. Our Company is also of the view that Mr Amarasuriya is able to exercise strong independent business judgement with a view to the best interest of our Company. Dr Loo Choon Yong has been an independent director of our Company since 30 October. In the fi nancial year, the Group paid for healthcare insurance and various medical services from companies within the Raffl es Medical Group Ltd ( RMG ) group of companies ( RMG Group ). RMG is an associate of Dr Loo. The aggregate amount paid by our Company to the RMG Group in respect of such services in FY amounted to approximately $250,000. Our Company nonetheless considers Dr Loo as an independent director as such services were provided by the RMG Group in the ordinary course of business and the amounts paid to the RMG Group were on an arm s length basis, based on normal commercial terms. Our Company is also of the view that Dr Loo is able to exercise strong independent business judgement with a view to the best interest of our Company. The composition of the Board enables Management to benefi t from their external, diverse and objective perspectives on issues brought before the Board. It also enables the Board to interact and work with Management through a robust exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the role of Chairman and CEO, provides a healthy professional relationship between the Board and Management with clarity of roles and facilitates robust deliberation on the business activities of the Group. The Board is supported by Board committees to provide independent supervision of Management. A Nominating Committee ( NC ) has been established to make recommendations to the Board on all Board appointments and determine a director s independence. Besides the NC, the other Board committees are the Audit Committee ( AC ), Executive Resource and Compensation Committee ( ERCC ), Finance and Budget Committee ( FBC ), Investment Committee ( IC ) and the Corporate Disclosure Committee ( CDC ). Each of these Board committees operate under delegated authority from the Board. The AC and ERCC are made up of independent or non-executive directors. The Board may form other Board committees as dictated by business imperatives. Membership of the various Board committees is carefully managed to ensure an equitable distribution of responsibility among Board members, to maximise the effectiveness of the Board and foster active participation and contribution from Board members. Diversity of experience and appropriate skills are considered. Our Company has also taken steps to ensure that there are appropriate checks and balances between the different Board committees. Chairman and Chief Executive Officer Principle 3: There should be clear division of responsibilities at the top of the company the working of the Board and the executive responsibility of the company s business which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power. To ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making, the roles and responsibilities between the Chairman and CEO are held by separate individuals. The non-executive Chairman, Mr Liew Mun Leong, is responsible for the Board and acts independently in the best interests of our Company and shareholders, while the CEO, Mr Lim Beng Chee, is responsible for the overall operation of the Group s businesses. The Chairman and CEO are not related to each other. The Chairman ensures that the members of the Board and Management work together with integrity, competency and moral authority, and that the Board constructively engages Management on strategy, business operations, enterprise risk and other plans. The CEO is a Board member and has full executive responsibilities over the business directions and operational decisions of the Group. The CEO, in consultation with the Chairman, schedules Board meetings and fi nalises the preparation of the Board meeting agenda. He ensures the quality and timeliness of the fl ow of information between Management and the Board. He is also responsible for ensuring that the principles and guidelines of the Code are complied with. Board Membership Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board. The NC ensures that the Board and Board committees in the Group comprise individuals who are best able to discharge their responsibilities as directors or, as the case may be, Board committee members, having regard to applicable laws and regulations as well as the highest standards of corporate governance. In performing its role, the NC is guided by its Terms of Reference which set out its responsibilities. In particular, the NC reviews and recommends: Candidates for appointments on our Company s Board and Board committees; Nomination for re-appointment or re-election or renewal of appointment of Directors; and Candidates to be our nominees on the boards and board committees of listed companies and entities within the Group. The NC sources for candidates who would be able to effectively value add to Management through their contributions in the relevant strategic business are as of the Group and in the constitution of strong and diverse boards. The composition of the Board, including the selection of candidates for new appointments to the Board as part of the Board s renewal process, is determined using the following principles: The Board should comprise directors with a broad range of commercial experience. At least one-third of the Board should comprise independent directors. The selection of candidates is evaluated taking into account various factors including the current and mid-term needs and goals of our Company as well as the relevant expertise of the candidates and their potential contributions. The NC comprises Dr Loo Choon Yong as the Chairman, Mr Liew Mun Leong and Mrs Arfat Pannir Selvam and the majority of the NC members, including the Chairman, are independent non-executive directors. We believe that Board renewal is a necessary and continual process for good governance and maintaining relevance to the changing needs of the Group s businesses. The CEO, as a Board member, is also subject to retirement and re-election by shareholders as part of Board renewal. 34 CapitaMalls Asia Limited Report to Shareholders

38 Composition of Board and Board Committees Corporate Disclosure Committee 2 Executive Resource and Compensation Committee 1 Finance and Budget Committee 2 Board Members Audit Committee 1 Investment Committee 2 Nominating Committee 1 Liew Mun Leong C M C M Jennie Chua 3 Lim Tse Ghow Olivier M C M Lim Beng Chee M M M Sunil Tissa Amarasuriya 3 M M Dr Fu Yuning 3 Dr Loo Choon Yong 3 C M C Arfat Pannir Selvam 3 M M Professor Tan Kong Yam 3 M M Hiroshi Toda 3 Yap Chee Keong 3 C M Denotes: C=Chairman M=Member 1 Formed on 30 October. 2 Formed on 2 February Appointed as Director on 30 October. The following table sets out a summary of the Board and Board Committee meetings in. The Audit Committee, Executive Resource and Compensation Committee and Nominating Committee were formed on 30 October and have not held any meetings in. The Corporate Disclosure Committee, Finance and Budget Committee and Investment Committee were formed on 2 February Attendance Record of Board and Board Committee Meetings Corporate Disclosure Committee 2 Executive Resource and Compensation Committee 1 Finance and Budget Committee 2 Board Members Board Audit Committee 1 Investment Committee 2 Nominating Committee 1 No. of Meetings Held 2 Liew Mun Leong 2 Kee Teck Koon³ 2 Wen Khai Meng 4 Jennie Chua 5 Lim Tse Ghow Olivier 2 Lim Beng Chee 2 Sunil Tissa Amarasuriya 5 Dr Fu Yuning 5 Dr Loo Choon Yong 5 Arfat Pannir Selvam 5 Professor Tan Kong Yam 5 Hiroshi Toda 5 Yap Chee Keong 5 1 Formed on 30 October. 2 Formed on 2 February Resigned as Deputy Chairman and Director on 15 July. 4 Appointed as Director on 15 July and resigned as Director on 30 October. 5 Appointed as Director on 30 October. 35 CapitaMalls Asia Limited Report to Shareholders

39 Corporate Governance Election and re-election of Board members is the prerogative and right of shareholders. Our Company s Articles of Association require every director to retire once every three years and for this purpose, one-third of its directors (prioritised by length of service since previous re-election or appointment) to retire and subject themselves to re-election ( one-third rotation rule ) by shareholders at every Annual General Meeting ( AGM ). This effectively means that no Director will remain in offi ce for more than three years without being re-elected by shareholders. In addition, a newly-appointed director will submit himself for retirement and re-election at the AGM immediately following his appointment. Thereafter, he is subject to the one-third rotation rule. The CEO, as a Board member, is also subject to the one-third rotation rule. His role as CEO is separate from his position as a Board member, and does not affect the ability of shareholders to exercise their right to select all Board members. Directors who are above the age of 70 are also statutorily required to seek re-appointment at each AGM. Board Performance Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board. We believe that Board performance is ultimately refl ected in the long term performance of the Group. The fi nancial indicators, set out in the Code as guides for the evaluation of the Board and its directors, are in our opinion more of a measurement of Management s performance and therefore less applicable to directors. In any case, such fi nancial indicators provide a snapshot of a company s performance, and do not fully measure the sustainable long term wealth and value creation of our Company. A more important consideration is that the Board, through the NC, had ensured from the outset the requisite blend of background, experience and knowledge in technology, business, fi nance and management skills critical to the Group s businesses. It has from the outset ensured that each director with his special contribution brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made in the interests of the Group. Contributions by an individual Board member can also take other forms, including providing objective perspectives of issues, facilitating business opportunities and strategic relationships, and accessibility to management outside of a formal environment of Board and/or Board committee meetings. Reviews of Board performance as appropriate are informal. Renewal or replacement of Board members do not necessarily refl ect their contributions to date, but may be driven by the need to position and shape the Board in line with the medium term needs of our Company and its business. Access to Information Principle 6: In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely information prior to Board meetings and on an on-going basis. The Board is provided with timely and complete information prior to Board meetings and as and when the need arises. New Board members are fully briefed on the businesses of the Group. Management provides adequate and timely information to the Board on Board affairs and issues requiring the Board s decision. It also provides ongoing reports relating to operational and fi nancial performance of our Company, such as quarterly management fi nancial reports. Where a physical Board meeting is not possible, the Articles of Association of our Company allow directors to convene meetings by teleconferencing or videoconferencing. Timely communication with members of the Board is effected through electronic means which include electronic mail, teleconferencing and videoconferencing. Alternatively, Management will brief directors in advance before seeking the Board s approval. The Board is entitled to have access to Senior Management and the Company Secretary at all times. The Company Secretary attends to corporate secretarial administration matters and is the corporate governance advisor on corporate matters to the board directors and Senior Management. The Company Secretary attends Board meetings. The Board is also entitled to have access to independent professional advice where appropriate. Board meetings for each year are scheduled in advance in the preceding year to facilitate directors individual administrative arrangements in respect of competing commitments. The AC must also meet the external and internal auditors separately at least once a year, without the presence of the CEO and the Senior Management, in order to have unfettered access to any information that it may require. (B) REMUNERATION MATTERS Procedures for Developing Remuneration Policies Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration. Level and Mix of Remuneration Principle 8:The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors remuneration should be structured so as to link rewards to corporate and individual performance. Disclosure on Remuneration Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration in the company s annual report. It should provide disclosure in relation to its remunerative policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance. We believe that a framework of remuneration for the Board and key executives should not be taken in isolation. It should be linked to the development of management bench strength and key executives to ensure continual development of talent and renewal of strong and sound leadership for the continued success of the business and our Company. Our Company s ERCC plays a crucial role in helping to ensure that we are able to recruit and retain the best talents to drive the Group s businesses forward. It oversees executive compensation and development in our Company. The ERCC members comprise Dr Loo Choon Yong as the Chairman, Mr Liew Mun Leong and Mr Sunil Tissa Amarasuriya. All the members of the ERCC are non-executive directors, the majority of whom, including the Chairman, are 36 CapitaMalls Asia Limited Report to Shareholders

40 independent. Outside members may be co-opted into the ERCC to provide a global perspective of talent management and remuneration practices. The ERCC is guided by its Terms of Reference. Specifi cally, the ERCC will: Approve the remuneration framework for non-executive directors; Establish compensation policies for key executives; Approve salary reviews, bonus and incentives for key executives; Approve share incentives and share ownership for executives; Approve key appointments and review succession plans for key positions; and Oversee the development of key executives and younger talented executives. The ERCC aims to build capable and committed management teams, through competitive compensation, focused management, and progressive policies which can attract, motivate and retain a pool of talented executives to meet the current and future growth of our Company. The ERCC conducts, on an annual basis, a succession planning review of the CEO and selected key positions in our Company. Potential internal and external candidates for succession are reviewed in the light of immediate, medium term and longer term needs. The ERCC is entitled to seek access to expert professional advice on human resource matters whenever there is a need to consult externally. In its deliberations, the ERCC takes into consideration industry practices and norms in compensation. The CEO is not present during the discussions relating to his own compensation and terms and conditions of service, and the review of his performance. The CEO will be in attendance when the ERCC discusses policies and compensation of his senior team and key staff, as well as major compensation and incentive policies such as the performance share plan and restricted stock plan framework for bonus, staff salary and other incentive schemes. Since the ERCC s formation in October, it has not held any ERCC meetings in. The CEO as an executive director does not receive director s fees. He is the lead member of Management. His compensation consists of his salary, allowances, bonuses and share awards pursuant to our Company s Performance Share Plan and Restricted Stock Plan. The latter is conditional upon him meeting certain performance targets. The details of his compensation package are found in the Other Information section of this Report ( Other Information ). Non-executive directors have remuneration packages consisting of directors fees, attendance fees and share awards pursuant to our Company s Performance Share Plan and Restricted Stock Plan. The directors fee policy is based on a scale of fees divided into basic retainer fees as director and additional fees for attendance and serving on Board committees. Details of the breakdown are found in the Other Information. Directors fees for non-executive directors are subject to the approval of shareholders at each annual general meeting of our Company. Our key executives have remuneration packages consisting of salaries, allowances, bonuses and share awards pursuant to our Company s Performance Share Plan and Restricted Stock Plan. The basis of allocation of the number of share awards takes into account a director s additional responsibilities at Board committees. We have disclosed the names and remuneration of our directors and at least the top fi ve executives (who are also not directors) at page 125 and page 126. There were no employees who were immediate family members of a director or the CEO, and whose remuneration exceeded S$150,000, during. A separate Remuneration Report is not prepared as most of the information is found in the Other Information. Details of the employee share schemes are given in the Directors Report on page 70. (C) ACCOUNTABILITY AND AUDIT Accountability Principle 10: The Board should present a balanced and understandable assessment of the company s performance, position and prospects. Our Company believes in conducting itself in ways that deliver maximum sustainable value to our shareholders. Best practices are promoted as a means to build an excellent business for our shareholders and our Company is accountable to shareholders for its performance. Our Company also believes that the separation of the roles of the Chairman and the CEO, and the holding of such appointments by separate individuals, ensures effective supervision of Management and maintenance of accountability of the Board to the shareholders, and of Management to the Board. Prompt fulfi lment of statutory reporting requirements is but one way to maintain shareholders confi dence and trust in the capability and integrity of our Company. Audit Committee Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. Our Company s internal policy requires the AC to have at least three members, all of whom must be non-executive and the majority must be independent. The AC consists of three directors. Mr Yap Chee Keong, Chairman of the AC, is an independent director. The other members of the AC are independent directors, Mr Sunil Tissa Amarasuriya and Professor Tan Kong Yam. The members bring with them invaluable managerial and professional expertise in the fi nancial and corporate fi nance domains. The AC is guided by its Terms of Reference which defi nes its scope of authority. Under these Terms of Reference, the responsibilities of the AC include the review of the annual audit plan, adequacy of the internal audit process, results of audit fi ndings and Management s response, adequacy and effectiveness of internal controls, as well as interested person transactions. The AC will also review the Group s quarterly and full-year results and the appointment and re-appointment of auditors before recommending them to the Board for approval. The AC will also approve the compensation of the external auditors, as well as consider the nature and extent of non-audit services and their potential impact on the independence and objectivity of the external auditors. The AC also reviews internal arrangements designed to enable employees of our Company to raise concerns, in confi dence, on possible improprieties in matters of fi nancial reporting or other matters. Pursuant to this, the Board has introduced a Whistle Blowing Policy where staff may raise improprieties to the AC Chairman in good faith, with the confi dence that employees making such reports will be treated fairly and be protected from reprisal. The AC meets with the external and internal auditors, without the presence of Management, at least once a year to 37 CapitaMalls Asia Limited Report to Shareholders

41 Corporate Governance discuss the reasonableness of the fi nancial reporting process, the system of internal control, and the signifi cant comments and recommendations by the auditors. The AC was formed in October and there have been no AC meetings held in. For 2010 and thereafter, the AC intends to meet generally after the end of every quarter of every fi nancial year. Internal Controls Principle 12: The Board should ensure that Management maintains a sound system of internal controls to safeguard the shareholders investments and the company s assets. Internal Audit Principle 13: The company should establish an internal audit function that is independent of the activities it audits. Our Company believes that it has in place a system of internal controls to safeguard shareholders interests and the Group s assets, and also to manage risks. Apart from the AC, other Board committees may be set up from time to time to address specifi c issues or risks. The AC s responsibilities in the Group s internal controls are complemented by the work of the FBC, which inter alia reviews the Group Finance Manual and the Group s annual budget. Based on the review of these Board committees, the Board, through the AC, is satisfi ed that there are adequate internal controls in place within the Group. (D) COMMUNICATION WITH SHAREHOLDERS Communication with Shareholders Principle 14: Companies should engage in regular, effective and fair communication with shareholders. Greater Shareholder Participation Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their view on various matters affecting the company. Our Investor Relations and Corporate Communications Departments facilitate effective communications with our Company s shareholders, analysts, fund managers and the media. Our Company s results for the full year for fi nancial year was released on a timely basis, within 55 days of the end of the full year. Our Company supports the Code s principle to encourage shareholder participation. Shareholders receive the summary fi nancial report and notice of the AGM. Notice of the AGM is also advertised in the press and issued via SGXNET. At the AGM and reception thereafter, shareholders are encouraged to communicate their views and discuss with the Board and Management matters affecting our Company. The respective Chairpersons of the AC, NC and ERCC, and the external auditors, would usually be present at the AGM. Voting in absentia and by may only be approved by the Board subject to careful study to ensure that the integrity of the information and authentication of the identity of shareholders through the web are not compromised and legislative. The Company continues to keep stakeholders and analysts informed of its corporate activities in Singapore and around the world on a timely and consistent basis. The Company makes disclosures on an immediate basis as required under the Listing Manual of the SGX-ST, or as soon as possible where immediate disclosure is not practicable. Regular briefi ngs and meetings for analysts and the media are held, generally coinciding with the release of the Group s second quarter and full-year results. During these briefi ngs, Senior Management reviews the Group s most recent performance and discusses our Company s outlook. In the interest of transparency and broad dissemination, these briefi ngs are webcast live and accessible to the public on the Group s website at Materials used in the briefi ngs are also disseminated via SGXNET. Recordings of the briefi ngs are archived on the website. In, Senior Management met with close to 400 institutional investors and analysts through group presentations, one-on-one meetings and conference calls. Post listing, shareholders and potential investors have 24 hour access to CMA s website, including a dedicated Investor Relations link providing the latest announcements and company s stock details. In that link, the public is able to post questions via an Ask Us address. In addition, CMA pursues opportunities to keep its retail shareholders informed through the business media, website postings and other publicity channels. BOARD COMMITTEES In addition to the NC, ERCC and AC described under Principles 4, 7 and 11, the Board of CapitaMalls Asia has set up three other Board committees as follows: Investment Committee The IC is chaired by Mr Liew Mun Leong and comprises Mr Lim Tse Ghow Olivier, Dr Loo Choon Yong, Professor Tan Kong Yam and Mr Lim Beng Chee, CEO. The IC approves the Group s investments and divestments, participation in tenders and bids and acceptance of credit facilities from fi nancial institutions and banks. Since 2005, the Board had approved the delegation of some of its authority to the various management committees within strict limits. Finance and Budget Committee The FBC is chaired by Mr Lim Tse Ghow Olivier and comprises Mr Yap Chee Keong and Mr Lim Beng Chee, CEO. The FBC reviews the annual budget and fi nancial policies of the Group. The FBC was formed in February 2010 and is responsible to review the fi nancial forecasts and the annual fi nancial plan of the Group. In addition, the FBC reviews and approves updates to the CapitaMalls Asia Group Finance Manual. Corporate Disclosure Committee The CDC is chaired by Mr Liew Mun Leong and comprises Mr Lim Tse Ghow Olivier, Mrs Arfat Pannir Selvam and Mr Lim Beng Chee, CEO. The CDC was formed in February 2010 and reviews the promptness and comprehensiveness of corporate disclosure issues and announcements made to the SGX-ST. It ensures the adoption of good corporate governance and best practices in terms of transparency to shareholders and the stakeholders. DEALINGS IN SECURITIES In line with the best practices outlined under the Listing Manual of the SGX-ST, our Company has issued guidelines to directors and employees in the Group, which sets out prohibitions against dealings in our Company s securities while in possession of material unpublished price-sensitive information, as well as during two weeks before the release of our Company s results for the fi rst three quarters and one month before the release of our Company s full year results. Directors and employees are also prohibited from dealing in securities of other listed companies in the Group while in possession of unpublished price-sensitive information by virtue of their status as directors and/or employees. They are also made aware of the applicability of the insider trading laws at all times. 38 CapitaMalls Asia Limited Report to Shareholders

42 Investor Relations Share Price (%) Nov 3 Dec 11 Dec 19 Dec CMA Straits Times Index (FSSTI) FTSE ST Real Estate Index (FSTRE) 27 Dec Shareholders Enquiries If you have any enquiries or would like to fi nd out more about CMA, please contact: Ms Caroline Fong Investor Relations Manager Tel: (65) Fax: (65) ask_us@capitamallsasia.com Website: CapitaMalls Asia believes in engaging the investment community regularly by providing them information in a timely and accurate manner. The investor relations tools used includes one-on-one meetings, conferences, roadshows, press releases, website, live webcast and alerts. Prior to CMA s listing on 25 November, senior management met with close to 360 institutional investors from Singapore, Hong Kong, London, Amsterdam, New York and Boston during their pre-ipo roadshow. CMA also partnered the Securities Investors Association (Singapore) to hold a conference for some 500 retail investors. Senior management presented the investment story and shared with them the rationale of our listing. Post listing, CMA has met with close to 40 investors and analysts and arranged for the investors to visit several malls in countries that we operate in. Besides our corporate website which investors have 24 hour access to, we have a dedicated Investor Relations link providing the latest announcements and our company s stock details. In that link, the public is able to post questions via an Ask Us . As at 31 December, CMA has been included in major indices such as the Morgan Stanley Capital International (MSCI), FTSE and Global Property Research (GPR) index. These indices are used widely by international fund managers as a benchmark to track the performance of their investments. Key Indices that CMA is included in FTSE EPRA 1 /NAREIT 2 Developed Pure Asia Index FTSE EPRA/NAREIT Singapore Index GPR Index (or GPR 250 Global Index) GPR 250 Global ex-us Index GPR 250 Asia Index GPR 250 Asia ex-japan Index GPR 250 Far-East Index GPR 250 Far-East ex-japan Index GPR 250 South-East Asia Index GPR 250 Singapore Index MSCI 4 AC 5 Asia Pacifi c MSCI AC Asia MSCI AC Far East MSCI Far East MSCI AC Pacifi c MSCI Pacifi c MSCI The World Index Free MSCI EAFE 6 MSCI The World Index MSCI ACWI 7 1. European Public Real Estate Association 2 National Association of Real Estate Investment Trusts 3 Global Property Research 4 MorganStanley Capital International 5 All Country 6 Europe AustralAsia and Far East 7 All Country World Index Launch of IPO on 17 November attended by some 500 retail investors. 39 CapitaMalls Asia Limited Report to Shareholders

43 Corporate Social Responsibility Together with CHF, CMA also supported the We Are One charity project organised by MediaCorp in aid of President s Challenge and Community Chest of Singapore. The charity project was offi cially launched during ION Orchard s grand opening on 23 October by President S R Nathan. CMA continued our corporate social responsibility efforts in with various projects done both locally and overseas. In collaboration with CapitaLand Hope Foundation (CHF), we held the Back to School charity event at Sembawang Shopping Centre on 24 June. Two hundred under-privileged children were treated to a shopping spree for their school and daily necessities in preparation for the school opening. We had more than 100 staff who volunteered their time to be the children s guardians for this meaningful event. Clarke Quay played host to 30 under-privileged children from the Young Women s Christian Association and children of CapitaLand staff for the Peek@Clarke Quay on 10 September. Through interaction with under-privileged kids and learning about green issues, Peek aims to promote good social values and consciousness. The kids also took a boat ride along the Singapore River on our CapitaFrog Boat (an electric boat donated by CapitaLand to the Singapore Public Utilities Board for waterways clean-up programmes), and learnt the mechanics of river-cleaning and how that relates to being environmentally-friendly. Together with CHF, CMA also supported the We Are One charity project organised by MediaCorp in aid of President s Challenge and The Community Chest of Singapore. The charity project was offi cially launched during ION Orchard s grand opening on 23 October by President S R Nathan. Participating CMA malls assisted with the daily collection of donations at the customer service counters. For every $2 received, a LEGO brick went towards the building of a LEGO structure of Singapore at ION Orchard. Senior Minister Professor S. Jayakumar graced the unveiling of the LEGO structure of Singapore at the fi nale of this event. The two-month charity drive raised a total of more than $500,000 for charity. In China, we made Children s Day a special one for 100 under-privileged children, inviting them to TianjinOne Mall for a visit. They were treated to shows and vouchers. Over in Sichuan, we continued with our efforts post the earthquake in. A donation drive was held at Mianyang Mall in December for the collection of books and stationery which was later distributed to the kids in that province. Our staff from the southern provinces of Guangdong and Fujian also spent time with the under-privileged students of a school in Guangdong in the run-up to Christmas, bringing them stationery and books. The volunteers put on performances and participated in games with the students, making it a merry Christmas for everyone involved. Celebrating Christmas with children in Guangdong, China 40 CapitaMalls Asia Limited Report to Shareholders

44 People & Talent Management In CMA, we adopt an integrated human capital strategy to recruit, develop, retain and motivate employees because we recognise that people are our greatest asset and they contribute to the success of the organisation. Comprehensive talent management strategy We actively seek talents internally and externally to strengthen our bench strength and support our growth in Singapore and overseas. As part of our talent management strategy, talents are recruited at different transition points in their career path, from fresh graduates to young, mid-career professionals and industry veterans. We leverage on our regional presence in fi ve countries to enable talent crossfertilisation where employees are given the opportunity to rotate to different malls, functions, cities or countries as part of their career development. Our rapid growth and expansion, as well as our belief in the localisation of human talents, require us to recruit new hires on a continual basis. It is thus important for us to integrate these new hires into our culture and systems rapidly and effectively. At the core of our development programme is a systematic fi ve to 10-day immersion programme (commonly referred to as Boot Camp in China) for all new hires to gain insights into our business operations and management philosophy. Regular study visits to Singapore are also organised for staff from China and overseas offi ces to familiarise themselves with CapitaLand Group s businesses and operations, and to network with fellow colleagues and senior management. Committed to being a learning organisation, we offer a comprehensive development programme for staff to acquire relevant knowledge and skills to achieve business excellence. We also partner with CapitaLand Institute of Management and Business (CLIMB) to provide management training to our staff. Competitive compensation & benefits As part of talent attraction and retention strategy, CMA provides a comprehensive and competitive remuneration package which includes short-term cash bonuses and long-term equity-based reward plans such as restricted shares and performance share plans. Engaging our people In line with our growth strategy, we believe it is important to integrate and engage staff in all countries through constant communication. Apart from regular staff communication sessions by senior management in Singapore and overseas, we recently launched our CMA Newsletter on 1 October with the aim of keeping staff in various countries updated on the latest happenings and achievements in CMA. Caring for our people total well being Key to our human resource management philosophy is total wellness for our employees. Workplace total wellness initiatives in include regular talks and outdoor recreational activities to promote healthy lifestyle and work-life harmony. In CMA, we believe our success is shaped by our people and we will continue to manage and develop our human capital. Rafting challenge in Sentosa, Singapore 41 CapitaMalls Asia Limited Report to Shareholders

45 Business Review SINGAPORE ION Orchard Our resilient performance amid the global downturn in, reaffi rmed the quality of our properties... we have more than 2,600 leases with international and domestic retailers, and enjoy a committed occupancy rate of 99.2%. 42 CapitaMalls Asia Limited Report to Shareholders

46 Total number of retail properties (including 1 under development) 17 Total GFA (sq ft) 11.3 million Total NLA 1 (sq ft) 5.5 million Total property value (100% basis) S$11.6 billion NPI yield 2 5.5% Bugis Junction Occupancy rate % From just fi ve retail properties in 2002, CMA is today the largest shopping mall owner and manager in Singapore, with interests in 16 completed shopping malls and one shopping mall development totalling 11.3 million sq ft of GFA and 5.5 million sq ft of NLA 1 as at 31 December. This constitutes approximately 21.0% of Singapore s total retail real estate supply in terms of NLA as shown in a research by Urbis. Our resilient performance amid the global downturn in, reaffi rmed the quality of our properties. Through a combination of pro-active leasing and marketing strategies, we were able to maintain high committed occupancy rates throughout the CMA portfolio of assets. As at 31 December, in Singapore we have more than 2,600 leases with international and domestic retailers, and enjoy a committed occupancy rate of 99.2%. Throughout, we continued to leverage on our expertise in extracting value through asset enhancement initiatives (AEIs). In May, Lot One Shoppers Mall saw the completion of a new 4-storey block with landscaped rooftop garden. The new extension, together with internal reconfi guration works, created more than 50 new specialty and F&B shops. In July, Rivervale Mall successfully reconfi gured several units on Level 1 to accommodate a new foodcourt with external access, thereby giving residents and patrons more F&B choices outside of the mall s normal operating hours. Already in the pipeline for 2010 is the creation of additional retail space and a 24-hour underground shopping link between Raffl es City and the new Esplanade MRT Station. In the fourth quarter of, Jurong Entertainment Centre (JEC) also commenced asset enhancement works. When completed in the fi rst quarter of 2012, JEC will have more than 200,000 sq ft of NLA over fi ve retail levels, as well as Singapore s fi rst Olympic-size ice skating rink. 1. Excludes malls under development as at 31 December, The Orchard Residences (residential development) and Jurong Entertainment Centre (under AEI). 2. Excludes completed malls that were operational for less than a year as at 31 December. Refers to weighted average yield of our operational malls, computed by using the actual net property income for FY, divided by property value as at 31 December. 3. Excludes completed malls that were operational for less than a year as at 31 December. Refers to the weighted average committed occupancy rate as at 31 December. 43 CapitaMalls Asia Limited Report to Shareholders

47 Business Review CHINA TianjinOne Mall, Tianjin According to the International Monetary Fund, China s GDP is predicted to grow 10.0% in 2010 after growing 8.7% in. This sustained economic expansion is fuelling increases in personal income, and retail sales growth in China is expected to outperform the global average. 44 CapitaMalls Asia Limited Report to Shareholders Tet nullaorem zzrit adiamco nsequam 15 WORDS

48 Total number of retail properties (including 17 under development) 50 Total GFA (sq ft) 43.4 million Total NLA 1 (sq ft) 15.2 million Total property value (100% basis) S$6.8 billion NPI yield 2 5.4% Guicheng Mall, Foshan Occupancy rate % CMA s investment in China is held through CRCT, four private real estate funds and joint ventures with these funds. In September, CMA entered into an asset swap agreement with SZITIC Commercial Property Co., Ltd. Following the asset swap, CapitaMalls Asia has a diversifi ed portfolio of 50 retail properties across 33 cities in China with a total GFA of 43.4 million sq ft as at 31 December. Of the 50 properties, 33 shopping malls are operational, including nine that opened during the year in Beijing, Chengdu, Yibin, Yiyang, Zhaoqing, Dongguan, Kunshan, Yangzhou and Deyang. The other 17 retail properties are under various stages of development. As at 31 December, the total property value of CMA s China portfolio was S$6.8 billion. Despite challenging global economic conditions at the start of, our occupancy rate and rentals in China were fairly resilient over the year, contributing to our ability to generate growth in our operating results. As at 31 December, the occupancy rate was 95.7%. In, we repositioned some shopping malls in China by changing the tenant mix. In addition, we carried out various asset enhancement initiatives at our shopping malls, creating new retail areas and optimising the use of existing retail spaces. These enhancements will better meet the needs of our shoppers, as well as enhance their shopping experience. According to the International Monetary Fund, China s GDP is predicted to grow 10.0% in 2010 after growing 8.7% in. This sustained economic expansion is fuelling increases in personal income, and retail sales growth in China is expected to outperform the global average. We will continue to accelerate construction of new shopping malls and seek more development and acquisition opportunities, to further strengthen our position in China in Excludes malls under development as at 31 December. 2. Excludes completed malls that were operational for less than a year as at 31 December. Refers to weighted average yield of our operational malls, computed by using the actual net property income for FY, divided by property value as at 31 December. 3. Excludes completed malls that were fully operational for less than a year as at 31 December. Refers to the weighted average committed occupancy rate as at 31 December. 45 CapitaMalls Asia Limited Report to Shareholders

49 Business Review MALAYSIA Gurney Plaza, Penang With favourable demographics, strong domestic demand and fragmented shopping mall ownership, Malaysia tells a compelling retail story, and provides an opportunity for growth in the shopping mall sphere. 46 CapitaMalls Asia Limited Report to Shareholders

50 Total number of retail properties 3 Total GFA (sq ft) 2.9 million Total NLA (sq ft) 1.9 million Total property value (100% basis) S$824.7 million NPI yield 6.5% Mines Shopping Fair, Selangor Occupancy rate 98.3% Despite challenging market conditions, our Malaysian portfolio performed well in with occupancy close to 100.0%. Having acquired our Malaysian shopping malls in late FY2007/, there was signifi cant emphasis in FY on value extraction, particularly at Mines Shopping Fair in Selangor. Its revamp involved the construction of an extension block, linkbridge and escalator works, and the introduction of new retail concepts. Occupancy has grown from about 83.0% at acquisition to 97.5% as at 31 December, even with an increase in NLA of approximately 80,000 sq ft. In early 2010, Mines Shopping Fair will be rebranded as The Mines. CMA also executed smaller scale asset enhancements at Sungei Wang Plaza in Kuala Lumpur. We reconfi gured the concourse fl oor of the mall s anchor tenant to speciality retail lots, providing shoppers with a greater range of retail offerings while pushing up the shopping mall s yield. We are currently in the process of establishing a F&B kiosk strip on the third fl oor, to improve both the traffi c fl ow and tenant mix. CMA created a similar F&B kiosk cluster in the basement of Gurney Plaza in Penang. In 2010, Gurney Plaza will undergo further asset enhancement, to refresh our tenant mix. With favourable demographics, strong domestic demand and fragmented shopping mall ownership, Malaysia tells a compelling retail story, and provides an opportunity for growth in the shopping mall sphere. 47 CapitaMalls Asia Limited Report to Shareholders

51 Business Review JAPAN Vivit Square, Tokyo The 2010 outlook for our business in Japan is expected to improve with the recovery of the Japanese economy, although uncertainties and challenges remain. Our focus will be on improving our overall performance. 48 CapitaMalls Asia Limited Report to Shareholders

52 Total number of retail properties 7 Total GFA (sq ft) 1.8 million Total NLA (sq ft) 1.5 million Total property value (100% basis) S$712.7 million NPI yield 3.5% LaPark Mizue, Tokyo Occupancy rate 79.3% CMA s investment in Japan is via the 44.1 billion CapitaRetail Japan Fund Private Limited, in which we have a 26.29% stake. was a challenging year for CMA s business in Japan due to weak macroeconomic conditions. Nonetheless, we achieved several important milestones in and positioned ourselves to capitalise on improved conditions in As at 31 December, the occupancy and NPI yield on the Japanese portfolio stands at 79.3% and 3.5% respectively. One of our assets in Hokkaido, Chitose Mall, underwent a major asset enhancement in. Following the exit of the shopping mall s previous anchor tenant, Ito Yokado, in March, CMA quickly reconfi gured the shopping mall into a multi-tenanted one and brought in new tenants. The shopping mall started re-opening soon after in three phases, starting from April, and this was welcomed by the local community. As at 31 December, the occupancy of Chitose Mall stands at 87.0%. In terms of asset-level fi nancing, CMA successfully refi nanced all the debt that matured in FY, raising a total of 10.2 billion of new debt to repay 9.3 billion of maturing debt. This was achieved amidst a tight credit environment in Japan in FY, refl ecting CMA s strong standing in the credit markets. The 2010 outlook for our business in Japan is expected to improve with the recovery of the Japanese economy, although uncertainties and challenges remain. Our focus will be on improving our overall performance. In particular, we will be embarking on an asset enhancement of our largest asset in the country, Vivit Square, to attract an anchor tenant and improve its tenant mix. The aim is to increase the occupancy and improve the performance of the mall. In addition, we will also be tapping on our strong relationships with Japanese retailers and exploring opportunities to bring them to the other countries that CMA operates in. 49 CapitaMalls Asia Limited Report to Shareholders

53 Business Review INDIA Forum Value Mall, Bangalore...we have an early-mover advantage with our portfolio of nine projects. Our business strategy is to accelerate our growth in India by building our presence through our development pipeline. 50 CapitaMalls Asia Limited Report to Shareholders

54 Total number of retail properties (including 8 under development) 9 Total GFA (sq ft) 7.2 million Total NLA 1 (sq ft) 0.5 million The Celebration Mall, Udaipur (Artist Impression) Total property value (100% basis) S$469.4 million CMA s investment in India is via the S$880.0 million CapitaRetail India Development Fund (CRIDF), in which we have a 45.45% stake. In the south of India, CRIDF has executed separate joint venture agreements (JVA) with Prestige Group to acquire stakes in six retail projects in Bangalore, Hyderabad, Mangalore, Mysore and Cochin. Forum Value Mall in Bangalore was successfully opened on 18 June with committed leases of about 94.0% as at 31 December. Planning is underway for the construction of the remaining fi ve projects. In the north of India, CRIDF has executed separate JVAs with Advance India Projects Limited (AIPL) to acquire stakes in three retail projects in Udaipur, Jalandhar and Nagpur. Construction of The Celebration Mall, Udaipur is underway, and targeted for completion by the end of The Jalandhar and Nagpur projects are currently in the design and planning stage, and construction is targetted to begin in the fi rst half of In the Indian retail space, we have an early-mover advantage with our portfolio of nine projects. Our business strategy is to accelerate our growth in India by building our presence through our development pipeline. The potential of the Indian market is considerable given the country s rapidlygrowing economy, burgeoning population (1.2 billion), growing middle class and increasing consumerism. India s Central Statistics Organisation reported that Gross Domestic Product in 3Q grew 7.9% quarter-on-quarter after gaining 6.1% in 2Q. 1. Leasing of units includes common area. Excludes malls under development as at 31 December. 51 CapitaMalls Asia Limited Report to Shareholders