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Redefining Performance

Mapletree Commercial Trust


Annual Report 2012/13

commercial

Corporate Profile
Mapletree Commercial Trust (MCT) is a Singapore-focused real estate
investment trust (REIT) established with the principal investment
objective of investing on a long-term basis, directly or indirectly, in a
diversified portfolio of income-producing real estate used primarily for
office and/or retail purposes, whether wholly or partially, as well as real
estate-related assets.
MCT was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on
27 April 2011 and is the third REIT sponsored by Mapletree Investments Pte Ltd (MIPL or the
Sponsor), a leading Asia-focused real estate development, investment and capital management
company based in Singapore.
At IPO, MCTs portfolio comprised three properties located in Singapore, namely:
VivoCity, Singapores largest mall located in the HarbourFront Precinct;
Bank of America Merrill Lynch HarbourFront (MLHF), a premium office building located in
the HarbourFront Precinct; and
PSA Building (PSAB), an established integrated development with a 40 storey office block
and a three-storey retail centre known as Alexandra Retail Centre (ARC), located in the
Alexandra Precinct.
On 4 February 2013, MCT completed the acquisition of its fourth property, Mapletree Anson,
a premium office building located close to the Tanjong Pagar MRT station in Singapores Central
Business District.
The portfolio has a total Net Lettable Area (NLA) of 2.1 million square feet and is valued at
S$3,831.2 million1 in aggregate as at 31 March 2013.
MCT is managed by Mapletree Commercial Trust Management Ltd. (the Manager), a whollyowned subsidiary of Mapletree Investments Pte Ltd. The Manager aims to provide Unitholders of
MCT with an attractive rate of return on their investment through regular and stable distributions
and to achieve long-term growth in Distribution per Unit (DPU) and Net Asset Value per Unit,
while maintaining an appropriate capital structure for MCT.
Based on the appraised values by DTZ Debenham Tie Leung (SEA) Pte Ltd, as disclosed in MCTs announcement
dated 22 April 2013.

Contents
02
04
08
12
14
18
36
38

48

Financial Highlights
Letter to Unitholders
Year in Review
Financial Review
Operations Review
Portfolio Overview
Unit Price Performance
Singapore Office and
Retail Market Overview
Structure of Mapletree
Commercial Trust

49 Organisation Structure
50 Strategy
52 Board of Directors
58 Management Team
64 Property and Development
Management Teams
66 Sustainability Report
70 Investor Relations
72 Risk Management
74 Corporate Governance

85 Financial Statements
124 Statistics of Unitholdings
126 Interested Person
Transactions
127 Use of Proceeds
128 Notice of

Annual General Meeting

Proxy Form
IBC Corporate Directory

Performance exceeded
the IPO Forecast for the
two years since listing
Actual DPU of 5.27 cents for the period from
Listing Date of 27 April 2011 to 31 March 2012
and 6.49 cents for FY 2012/13 exceeded IPO
Forecast by 13.4% and 19.7% respectively

Completed

st

acquisition
Mapletree Anson

36%

Aggregate Portfolio Valuation grew

from S$2.8 billion at IPO to S$3.8 billion


at the end of FY 2012/13

Financial Highlights

Significant Growth Since IPO


At IPO

Delivered Healthy Returns


to Unitholders

As at 31 March 2013

Total Return of

66.2%

Net Lettable Area (000 sq ft)

+26.3%
1,668

2,107

from IPO to end of


FY 2012/13

Investment Property Value (S$m)

+35.8%
2,822

3,831

Net Asset Value Per Unit (S$)

52.8%

+16.5%
0.91

1.061

Market Capitalisation (S$m)

+69.8%
2,7813

1,6382

Free Float (S$m)

Capital Appreciation

+80.2%
9494

1,7105

13.4%

(based on IPO Price of S$0.88 and Unit


Price of S$1.345 at the close of trading
on 28 March 2013, the last trading day
of FY 2012/13)

Total Distributions paid out/payable


(DPU of 11.758 cents, including DPU paid
for 4Q FY 2012/13)


3

4

5

1
2

Before payment of distribution for the period from 4 February 2013 to 31 March 2013 of 1.134 cents per Unit.
Based on IPO Price of S$0.88 per unit and 1,861m units in issue.
Based on unit price and units in issue at the close of trading on 28 March 2013, the last trading day of FY 2012/13.
Market capitalisation at IPO less the proportion deemed to be held by the Sponsor, post-stablisation.
Market capitalisation at the close of trading on 28 March 2013, the last trading day of FY 2012/13, less the proportion deemed to be held by the Sponsor.

02
Mapletree Commercial Trust

Annual Report 2012/13

Consistent Growth in Distributable Income and DPU


50.0

Distributable Income (S$m)

45.0
40.0

30.0

20.0

0.956

1.546

1.537

1.428

1.333

35.0

25.0

1.667

1.554

34.7
29.0

26.6

24.8

31.2

28.9

28.7

1.800
1.600
1.400
1.200
1.000

17.8

0.800

15.0

0.600

10.0

0.400

5.0

0.200
0.000

0
Q1 FY 2011/121 Q2 FY 2011/12

Q3 FY 2011/12

Distributable Income (LHS)


1

Distribution Per Unit (Singapore cents)

2.000

1.737

Q4 FY 2011/12

Q1 FY 2012/13

Q2 FY 2012/13

Q3 FY 2012/13

Q4 FY 2012/13

DPU (RHS)

For the period from Listing Date of 27 April 2011 to 30 June 2011.

DPU Growth Performance Exceeded IPO Forecast


IPO Forecast

Actual

+9.1%

+14.0%

Singapore cents

6.49
4.97

FY 2011/12

5.691

5.42

FY 2012/13

FY 2011/12

FY 2012/13

Annualised actual DPU for FY 2011/12.

03
Annual Report 2012/13

Mapletree Commercial Trust

Letter to Unitholders

From left:
Amy Ng Lee Hoon
Executive Director and Chief Executive Officer
Tsang Yam Pui
Chairman and Non-Executive Director

04
Mapletree Commercial Trust

Annual Report 2012/13

Dear Unitholders,
On behalf of the Board of Directors of
Mapletree Commercial Trust Management Ltd.,
the manager of Mapletree Commercial Trust
(the Manager), we are pleased to present
Mapletree Commercial Trusts (MCT) second
Annual Report to Unitholders for the financial
year ended 31 March 2013 (FY 2012/13).

base was further boosted by MCTs acquisition


of Mapletree Anson, which was completed
on 4 February 2013. Over the two years since
MCTs listing, property value had grown 35.8%
from S$2.8 billion to S$3.8 billion, with net
lettable area (NLA) increasing 26.3% from
1.7 million square feet to 2.1 million square
feet.

FY 2012/13 has been an exciting year for


MCT as we moved into the second year of
operations since listing on the Singapore
Exchange Securities Trading Limited (SGX-ST)
on 27 April 2011 (Listing Date). On the asset
management front, we concluded the renewal
and re-letting of the leases in the portfolio
expiring in the year, taking the opportunity to
refresh the tenant mix at VivoCity and bringing
the PSAB Office space to full occupancy.
We successfully completed MCTs inaugural
bond issuance which saw overwhelming
d e m a n d f ro m i n v e s t o r s . I n a d d i t i o n ,
we proposed MCTs maiden acquisition of
Mapletree Anson and garnered Unitholders
a p p ro v a l f o r t h e t r a n s a c t i o n . L a s t l y,
we completed MCTs first equity fund raising
exercise to part finance the acquisition of
Mapletree Anson.

The consistent and strong performance


recorded, coupled with increasing investor
appetite for yield instruments, led to MCTs unit
price ending FY 2012/13 at S$1.345. This is an
increase of 52.8% over the IPO price of S$0.88.
MCT also benefited from its inclusion in the
FTSE EPRA/NAREIT Global Index and the GPR
250 REIT Index in June 2012. Together with
total distributions of 11.758 Singapore cents2
since the Listing Date, MCT delivered a total
return of approximately 66.2% for Unitholders
who had invested in MCT since listing.

Redefining Performance
In the past two years, MCT had consistently
delivered results which outperformed the
IPO Forecast 1 , with every asset in the
portfolio contributing to the outperformance.
For FY 2012/13, MCTs gross revenue of
S$219.5 million and net property income
(NPI) of S$156.0 million outperformed the
IPO Forecast by 9.0% and 13.6% respectively.
With the added benefit from interest expenses
which were lower than the IPO Forecast,
MCT delivered a distribution per unit (DPU)
of 6.487 Singapore cents, which was 19.7%
above the IPO Forecast of 5.42 Singapore
cents. Comparing against the annualised actual
DPU of 5.69 Singapore cents for FY 2011/12,
DPU had grown by 14.0% year-on-year, higher
than the projected 9.1% DPU year-on-year
growth in the IPO Forecast.
Buoyed by strong growth in NPI, MCTs initial
portfolio of VivoCity, MLHF and PSAB saw an
increase in valuation from S$2.8 billion at IPO to
S$3.1 billion (as at 31 March 2013). The asset

Distribution Per Unit

+19.7%
above IPO Forecast
Gross Revenue

+9.0%

above IPO Forecast


Net Property Income

+13.6%
above IPO Forecast

As a result of strong unit price and larger equity


base following the private placement in January
2013, market capitalisation increased 69.8%
from S$1.6 billion3 at IPO to S$2.8 billion4 as
at 31 March 2013 while free float increased
80.2% from S$949 million5 to S$1.7 billion6
over the same period.
Active Asset Management
Throughout the year, we were able to improve
the performance at each of MCTs assets.
For VivoCity, FY 2012/13 marked the second
cycle of renewals for a large number of
leases. With 213 of the 330 leases at the
mall expiring, FY 2012/13 presented both
challenges and opportunities. Great care
was taken in scheduling work and allocating
resources so as to ensure that all leases were
concluded in a timely manner as the majority of
leases were expiring in the third quarter from
October to December 2012. The process was
particularly challenging as we had to minimise
downtime while taking the opportunity to
realign trade mix at various zones as well as
to reconfigure units to improve frontage and
right-sizing them for our tenants. We also took
the feedback from tenants and shoppers into
consideration and refreshed the mall with new
brands and concepts from both existing and
new tenants. Through the efforts put in by the
team, together with the strong patronage from

IPO Forecast for the two years FY 2011/12 and FY 2012/13 as disclosed in MCTs Prospectus dated 18 April 2011,
with adjustments for the period from Listing Date to 31 March 2012, as applicable.
2
Including the total 4Q FY 2012/13 distribution of 1.737 Singapore cents.
3
Based on IPO Price of S$0.88 per unit and 1,861m units in issue.
4
Based on unit price of S$1.345 and 2,067m units in issue at the close of trading on 28 March 2013.
5
Market capitalisation at IPO less the proportion deemed to be held by Mapletree Investments Pte Ltd, the Sponsor
of MCT, post-stablisation.
6
Market capitalisation at the close of trading on 28 March 2013 less the proportion deemed to be held by the Sponsor.
1

05
Annual Report 2012/13

Mapletree Commercial Trust

Letter to Unitholders
Achieved robust
rental uplifts of

33.1%

for retail leases and

44.3%

for office leases


signed in FY 2012/13
Raised close to

S$900m
in debt & equity

the tenants and shoppers at the mall, all leases


expiring in FY 2012/13 had been renewed
and/or re-let. Average fixed rental uplift for the
leases signed in FY 2012/13 was 33.1%.
With the Alexandra Precinct having established
itself as a more complete business hub,
the performance of the offices in PSAB also
saw noticeable improvements. Committed
occupancy of 100% (as at 31 March 2013) was
achieved with sustained demand from new
tenants as well as support of existing tenants
expanding within the building. ARC added to
the attractiveness of the Alexandra Precinct as
an alternative location to the Central Business
District (CBD) by providing much needed
food & beverage options, conveniences and
amenities to the business community in the
area. Average rental uplifts for the office
leases signed in FY 2012/13 was 44.3% and
committed occupancy at ARC was 81.9% at
the end of FY 2012/13.
MLHF continues to deliver stability of income
to MCT and efforts to contain cost escalation
have also helped improve the NPI of the asset.
MCTs Maiden Acquisition Mapletree Anson
MCT made its maiden acquisition since IPO
this financial year. Mapletree Anson presented
an opportunity for MCT to acquire one of
the newest premium office buildings in the
CBD. The property has Grade-A building
specifications and is accredited with the BCA
Green Mark (Platinum) for its environmentally
sustainable features. Mapletree Anson benefits
from excellent connectivity and accessibility,
being a two minute walk from the Tanjong
Pager MRT station and located along the
same CBD corridor as the key financial and
business centres at Raffles Place, Shenton
Way and Marina Bay. These attributes allowed
Mapletree Anson to secure a strong tenant
base of quality and well-known multinational
companies and to enjoy resilience of rental
and occupancy rates. Based on the purchase
consideration of S$680 million and the
forecast NPI7, the transaction is expected to
be DPU and net asset value per unit accretive
to Unitholders without the need for income
support. The purchase of Mapletree Anson was
approved by Unitholders at an Extraordinary
General Meeting held on 23 January
2013 and was completed on 4 February
2013. The financial results for FY 2012/13
incorporated the financial performance of
Mapletree Anson from 4 February 2013.

This acquisition was not part of the IPO


Forecast even though it was completed within
the forecast period.
To part finance the acquisition costs for
Mapletree Anson, MCT carried out its first
equity fund raising, issuing 192 million new
units to raise S$225 million though a private
placement. The placement was well received,
with close to S$900 million of demand and
participation from over 50 investors.
Disciplined Capital Management
MCT was more active on the capital management
front in FY 2012/13. We successfully raised
close to S$900 million of equity, notes and bank
facilities to fund acquisitions and refinance
existing debt, demonstrating MCTs ability to
access a wide spectrum of capital providers at
competitive rates.
As part of our capital management strategy
for MCT to diversify its funding sources,
a S$1 billion Multicurrency Medium Term
Note Programme (Programme) was set
up in August 2012. In the same month,
MCT leveraged on favourable debt capital
market conditions and successfully completed
its inaugural bond issue of S$160 million
of 3.6% 8-year Notes due 2020 from the
Programme. The transaction saw overwhelming
demand with orders of close to S$4 billion
from over 80 investors. The proceeds from the
notes issuance were used to partially repay the
2-year tranche of the bank borrowings due in
April 2013.
In 4Q FY 2012/13, MCT increased the facility
amount of its existing Revolving Credit Facility
(RCF) from S$75 million to S$125 million
while extending the maturity from April 2014
to April 2017. The remaining bank borrowings
due in April 2013 were refinanced in March
2013 through a drawdown from the RCF.
Additional loan facilities totaling S$461.8
million, in the form of a four-year revolving
credit facility and a five-year term loan facility,
were secured to partially finance the acquisition
of Mapletree Anson. With the completion of
these transactions, MCT closed the financial
year with weighted average term to maturity of
3.3 years, interest coverage ratio of 5.3 times
and average all-in cost of debt of 2.18%.
Following the close of the financial year, MCT
issued a further S$70 million of 3.2% 8-year
Notes due 2021 from the Programme in April
20138. The proceeds were used to partially

Based on the Forecast as disclosed in the Circular to Unitholders dated 26 December 2012.
As disclosed in the announcement Issuance of S$70,000,000 3.20% Fixed Rate Notes Due 2021 under
S$1,000,000,000 Multicurrency Medium Term Note Programme dated 5 April 2013.

7
8

06
Mapletree Commercial Trust

Annual Report 2012/13

refinance the amounts drawn from the RCF.


With this transaction, MCTs weighted average
term to maturity improved to 3.5 years 9.
MCT had also entered into interest rate swaps
to further hedge S$277.1 million of its bank
borrowing currently on floating rates into fixed
rates, resulting in 74.5% of MCTs total gross
debt of S$1,590.5 million being fixed by way
of fixed rate debt, interest rate swaps and caps.
Commitment to Sustainability
The Manager remains committed to the
sustainable development of its business,
the environment and the well being of its
stakeholders and the communities in which
it operates. In the current environment of
rising operating costs, pursuing environmental
sustainability also makes good business sense.
Throughout FY 2012/13, extensive works were
undertaken to improve operating efficiency
and reduce energy consumption at all of
MCTs properties. These efforts, together with
other green initiatives, have culminated in
VivoCity being awarded a BCA Green Mark
Award (Gold) by the Building and Construction
Authority of Singapore. VivoCity joins MCTs
other assets (Mapletree Anson, MLHF and
ARC) in having their sustainability features
commended through the BCA Green Mark
Award.
We have also sought to contribute to the
community but to do so in a way which
leverages the strengths of MCTs assets.
In particular, the shopper traffic at our retail
malls gives us the ability to increase the visibility
and impact of social causes. To this end,
both VivoCity and ARC have supported a
number of causes in FY 2012/13. These include
Hair for Hope 2012, Singapore Street Festival,
World Vision Tree of Life and be Movement
Roadshow, just to name a few.
The Year Ahead
For the whole of 2012, the Singapore
economy grew by 1.3%. This is slightly
lower than Ministry of Trade and Industrys
(MTI) growth forecast of around 1.5%,
as the weakness in the manufacturing sector
continued to weigh down on the economy.
Based on MTIs advanced GDP estimates,
the Singapore economy grew by 0.2% yearon-year in 1Q 2013 (period ending 31 March
2013), compared to the 1.5% growth in the
preceding quarter.
While downside risks have receded with the
stabilisation in the global macroeconomic

conditions in recent months, the global


economic outlook is still clouded with
uncertainties. Overall, the outlook for the
economy in 2013 remains cautiously positive
with GDP growth forecast by MTI to be
between 1% to 3%.
While unemployment remained low and
tourist arrivals were increasing in 2012,
the retail market was affected by global
economic uncertainty and labour shortages.
In the absence of further deterioration in
global economic conditions, which may
affect consumer sentiment and retail sales,
the Singapore retail rental market is expected
to remain relatively stable for 2013.
Office demand remained reasonably healthy
through FY 2012/13 with occupiers from a
variety of sectors continuing to drive demand.
Against a backdrop of improving occupancy
and slowing rental declines in FY 2012/13,
office rents are expected to remain fairly steady
in 2013 with some prospects for rental growth.
Barring any escalation of downside risks,
MCTs portfolio is well placed to benefit from
the relatively stable conditions in Singapore.
We aim to provide Unitholders with regular and
stable distributions by actively managing the
assets and focusing on opportunities to grow
the portfolio both organically and inorganically.
Acknowledgements
MCTs success in FY 2012/13 would not
have been possible without the counsel and
guidance of the Board of Directors, as well as
the unwavering support of our Unitholders,
tenants, business partners and shoppers.
On behalf of all Unitholders, we would also
like to extend our sincere appreciation to
the management team for their hard work
and dedication. Without their tireless efforts,
MCT would not have been able to deliver the
promised performance.

Tsang Yam Pui


Chairman and
Non-Executive Director

Amy Ng Lee Hoon


Executive Director and
Chief Executive Officer

As disclosed in the press release Mapletree Commercial Trusts Distribution per Unit for FY 2012/13 Exceeds
Forecast by 19.7% dated 22 April 2013.

07
Annual Report 2012/13

Mapletree Commercial Trust

Year in Review

April 2012

August 2012

For the period from Listing Date


to 31 March 2012, MCT achieved
distributable income of S$98.2
million and DPU at 5.271 cents. This
was 13.4% above the IPO Forecast of
4.647 cents.

MCT set up a S$1 billion Multicurrency


Medium Term Note Programme with
Mapletree Commercial Trust Treasury
Company Pte. Ltd., a subsidiary of
MCT, as one of the issuers.

July 2012
MCTs inaugural Annual General
Meeting was held with healthy
turnout by unitholders. All resolutions
were overwhelmingly approved by
Unitholders.
For the period from 1 April 2012
to 30 June 2012, MCT achieved
distributable income of S$28.7 million
and DPU of 1.537 cents. The DPU
achieved was 20.6% above the IPO
Forecast of 1.274 cents.

The Manager issued S$160 million


8-year 3.6% Notes due 2020 to
partially refinance debt coming due
in April 2013. The issuance was well
received and saw orders of close to
S$4 billion from over 80 investors.

October 2012
For the period from 1 July 2012 to
30 September 2012, MCT achieved
distributable income of S$28.9 million
and DPU of 1.546 cents. The DPU
achieved was 12.1% above the IPO
Forecast of 1.379 cents.
The Manager announced that it had
completed the renewal and re-letting
of 88% of the leases expiring in
FY 2012/13.

December 2012
A valuation of MCTs initial portfolio
of properties as at 30 November 2012
was conducted by DTZ Debenham
Tie Leung (SEA) Pte Ltd, valuing the
properties at S$3,143.1 million,
an increase of 6.7% over the valuation
of S$2,944.9 million at the start of
the financial year.

MCTs inaugural Annual General Meeting on 24 July 2012.

MCT entered into a conditional Sale


& Purchase Agreement to acquire
Mapletree Anson, a 19 storey
premium office building in Singapores
Central Business District, from a
subsidiary of its Sponsor. This is MCTs
first acquisition since its listing and
was not included in the IPO Forecast.
VivoCity celebrated its 6th anniversary
in grand fashion with a party for
tenants and business partners
followed by a fireworks display on
the waterfront.

08
Mapletree Commercial Trust

Annual Report 2012/13

January 2013

March 2013

An Extraordinary General Meeting of


MCTs Unitholders was held to consider
the acquisition of Mapletree Anson
as an interested persons transaction.
The acquisition was overwhelmingly
approved by Unitholders.

VivoCity was awarded the BCA Green


Mark Award (Gold) in recognition of
its green initiatives and the efforts
undertaken to improve operating
efficiency and reduce electricity
consumption.

For the period from 1 October 2012


to 31 December 2012, MCT achieved
distributable income of S$31.2 million
and DPU of 1.667 cents. The DPU
achieved was 26.5% above the IPO
Forecast of 1.318 cents.
MCT carried out a private placement
of 192.3 million new Units in MCT to
raise gross proceeds of approximately
S$225 million. The placement saw
strong demand and was 2.9 times
oversubscribed with participation from
over 50 new and existing investors.
The proceeds from the placement were
used to part finance the acquisition of
Mapletree Anson.

April 2013
A valuation of MCTs initial portfolio of properties (including Mapletree
Anson) as at 31 March 2013 was conducted by DTZ Debenham Tie Leung
(SEA) Pte Ltd, valuing the properties at an aggregate of S$3,831.2 million.
For the period from 1 January 2013 to 31 March 2013, MCT achieved
distributable income of S$34.7 million and DPU of 1.737 cents.
The distributable income and DPU achieved were 27.5% and 19.9%
above the IPO Forecast of S$27.2 million and 1.449 cents respectively.
For FY 2012/13, MCT achieved distributable income of S$123.5 million
and DPU of 6.487 cents. The distributable income and DPU achieved
were 21.8% and 19.7% above the IPO Forecast of S$101.5 million and
5.42 cents respectively.
VivoCity was voted the Best Shopping Centre (Town) at the AsiaOne
Peoples Choice Awards 2012/13.

February 2013

The Manager issued S$70 million 8-year 3.2% Notes due 2021 to
refinance part of the loans outstanding from the Revolving Credit Facility.

In conjunction with the private


placement, MCT paid an advanced
distribution of 0.603 cents per Unit
for the period from 1 January 2013
to 3 February 2013. Units in issue
prior to the issue of new Units on
4 February 2013.
The acquisition of Mapletree Anson
was completed on 4 February 2013.
MCT drew down S$461.8 million
from bank facilities to part finance
the acquisition. The asset contributed
to MCTs revenue and NPI for the
period from 4 February 2013 to
31 March 2013.
MCTs existing Revolving Credit
Facility of S$75 million was upsized to
S$125 million and the maturity was
extended to April 2017 from April
2014 initially. The remaining S$122.2
million maturing in April 2013 was
refinanced through the use of the
Revolving Credit Facility.

Mapletree Anson
MCTs maiden acquisition.

09
Annual Report 2012/13

Mapletree Commercial Trust

Financial Review
Actual
1 April 2012 to
31 March 2013
(S$000)

Actual
Listing Date of
27 April 2011 to
31 March 2012
(S$000)

Variance
Positive/
(Negative)
%

IPO Forecast
1 April 2012 to
31 March 2013
(S$000)

Variance
Positive/
(Negative)
%

Gross revenue
Property operating expenses

219,480
(63,475)

177,341
(53,316)

23.8
(19.1)

201,330
(63,957)

9.0
0.8

Net property income

156,005

124,025

25.8

137,373

13.6

Finance income
Finance expenses
Managers management fees
Trustees fees
Other trust expenses

157
(26,263)
(14,180)
(468)
(1,379)

119
(20,686)
(11,819)
(415)
(1,126)

31.9
(27.0)
(20.0)
(12.8)
(22.5)

118
(29,123)
(12,886)
(444)
(1,762)

33.1
9.8
(10.0)
(5.4)
21.7

Total trust income and expenses

(42,133)

(33,927)

(24.2)

(44,097)

4.5

Net income

113,872

Adjustment for net effect of


non-tax deductible items
and other adjustments
Income available for distribution
to Unitholders
Distribution per unit (cents) (DPU)

90,098 26.4 93,276 22.1

9,670

8,144

18.7

8,189

18.1

123,542

98,242

25.8

101,465

21.8

6.487

5.271

23.1

5.420

19.7

For comparing the financial year ended 31 March 2013 (FY 2012/13) against prior years performance, the period of comparison for the prior year is from
the date of MCTs admission to the Official List of the SGX-ST on 27 April 2011 (Listing Date) to 31 March 2012. Prior to the Listing Date, MCT had held
only one asset, VivoCity, with MLHF and PSAB being acquired only on Listing Date. As such, the financial statements for the financial year ending 31 March
2012 comprise the results of MCT as a private trust from 1 April 2011 to 26 April 2011 (i.e. VivoCity only) and the results of all 3 MCT portfolio properties
from Listing Date onwards. Due to the differences in tax treatment and fee structures prior to the Listing Date, the results for the full financial year ending
31 March 2012 are not directly comparable with FY 2012/13. For a reconciliation of the Statement of Total Return between the full financial year ended
31 March 2012, the pre-listing period from 1 April 2011 to 26 April 2011 and the period from Listing Date to 31 March 2012, please refer to page 18 of
MCTs Annual Report FY 2011/12.

Gross Revenue
Gross revenue was 23.8% higher at S$219.5
million for FY 2012/13 compared to the
period from Listing Date to 31 March 2012.
This was due in part to a shorter period for
FY 2011/2012 from Listing Date to 31 March
2012. If the period from Listing Date to
31 March 2012 is restated to the full period
from 1 April 2011 to 31 March 2012
(Comparable Basis), gross revenue would be
up by 15.5%.
The higher gross revenue on Comparable Basis
was a result of positive revenue contributions
from all three assets in MCTs initial portfolio
with an additional increase provided by the
incremental revenue from Mapletree Anson
for the period from the completion of the
acquisition on 4 February 2013 to 31 March
2013. VivoCity had achieved higher rents for
leases renewed and saw the effects of step up
rents in existing leases. At PSAB, new leases
signed for office space were at higher rents
and occupancy was higher. There was also a
full period effect of revenue contribution from

ARC in FY 2012/13 (ARC had commenced


operations on 15 December 2011). MLHF had
contributed to higher revenue due to the full
year effect of the step up rents in its lease.
Property Operating Expenses
Property operating expenses for FY 2012/13
had increased by 19.1% due in part to the
shorter period for FY 2011/12 from Listing
Date to 31 March 2012. On Comparable
Basis, property operating expenses were
10.9% higher, due to the full period effects of
expenses from ARC and additional expenses
contributed by Mapletree Anson. Property
management fees and property tax were also
higher, both as a result of the higher achieved
revenue.
Net Property Income
NPI achieved for FY 2012/13 was S$156.0
million, which was 25.8% higher than the
period from Listing Date to 31 March 2012.
On Comparable Basis, NPI was 17.4% higher
due to higher revenue offset by higher property
operating expenses.

10
Mapletree Commercial Trust

Annual Report 2012/13

Gross Revenue (S$m)

Property Operating Expenses (S$m)

Net Property Income (S$m)

+23.8%

+19.1%

+25.8%

219.5

4.8

39.7

177.3

156.0
3.8

16.8

27.8
14.5

158.3

135.1

7.7
3.2

FY 2012/13

27 April 2011
to 31 March 2012
VivoCity

MLHF

PSAB

53.3

63.5

1.0
10.8
3.8

42.4

47.9

27 April 2011
to 31 March 2012

FY 2012/13

124.0

28.9

20.1
11.2

12.9

110.4

92.7

27 April 2011
to 31 March 2012

FY 2012/13

Mapletree Anson

Net Income
Net income of S$113.9 million was 26.4%
higher than the period from Listing Date to
31 March 2012 due mainly to the higher net
property income, though this was partially
offset by higher finance costs incurred.
On Comparable Basis, net income was 18.0%
higher. The early refinancing of S$160 million
bank borrowings (originally due in April 2013)
with the issuance of S$160 million 8-year 3.6%
Notes due 2020 and the debt drawn down for
the acquisition of Mapletree Anson resulted
in the finance cost that was 18.0% higher on
Comparable Basis.

Singapore cents was declared for FY 2012/13,


representing a payment of 100% of the income
available for distribution. This was 23.1%
higher than the period from Listing Date to 31
March 2013. On Comparable Basis, income
available for distribution and DPU were higher
by 17.4% and 14.0% respectively. Growth in
DPU was moderated by the increase in number
of units due to the private placement exercise
in January 2013 where about 192.3 million
new units (approximately 10% of MCTs units
in issue prior to the issue of new units) were
issued to raise gross proceeds of S$225 million.
The proceeds were used to partially finance the
acquisition of Mapletree Anson.

Income Available for Distribution and


Distribution per Unit
Income available for distribution of S$123.5
million was 25.8% higher than the period from
Listing Date to 31 March 2012. DPU of 6.487

Period

Payment Date

Income Available
for Distribution
DPU

1 April 2012 to 30 June 2012

Wednesday, 29 August 2012

S$28.7 million

1.537 cents

1 July 2012 to 30 September 2012

Tuesday, 27 November 2012

S$28.9 million

1.546 cents

1 October 2012 to 31 December 2012

Wednesday, 27 February 2013

S$31.2 million

1.667 cents

1 January 2013 to 3 February 2013

Wednesday, 27 February 2013

4 February 2013 to 31 March 2013

Monday, 27 May 2013

S$34.7 million

0.603 cents
1.134 cents

1.737 cents

11
Annual Report 2012/13

Mapletree Commercial Trust

Financial Review
Valuation of Assets

VivoCity
PSAB Building
MLHF
Mapletree Anson

Total MCT Portfolio

Valuation
(S$m)
(as at
31 March 2013

Valuation
(S$ per sq ft NLA)
(as at
31 March 2013)

Cap Rate
(as at
31 March
2013)

Valuation
(S$m)
(as at
31 March
2012)

2,183.0

2,101

5.0%

2,029.0

647.6

1,246 Office: 4.5%


Retail: 5.25%

602.4

313.6

1,448

4.5%

313.5

687.0

2,071

4.0%

3,831.2

2,944.9

The acquisition of Mapletree Anson was completed on 4 February 2013.

Valuation of Assets
As at 31 March 2013, MCTs properties
were valued at S$3,831.2 million. The IPO
portfolio of VivoCity, MLHF and PSAB saw an
increase in valuation from S$2,944.9 million to
S$3,144.2 million, buoyed by strong growth
in Net Property Income. The asset base was
further boosted by MCTs acquisition of
Mapletree Anson which was completed on
4 February 2013.
Net Asset Value
As at 31 March 2013, MCTs Net Asset Value
(NAV) per Unit increased to S$1.06 from
S$0.95 as at 31 March 2012. The adjusted
NAV per Unit after excluding the distributable
income payable for 4Q FY 2012/13 is $1.05.
Capital Management
At IPO, a conservative capital structure with
staggered debt maturities was put in place for
MCT. Subsequent appropriate hedges had kept
overall average interest cost of debt below that
of the Forecast. In FY 2012/13, Management
sought to diversify MCTs funding sources and
to further extend MCTs debt maturity profile
while optimising the overall interest costs.
On 8 August 2012, MCT established a S$1
billion Multicurrency Medium Term Note
Programme (Programme) through its whollyowned subsidiary incorporated in Singapore,
Mapletree Commercial Trust Treasury Company
Pte. Ltd.. Following the establishment of the
Programme, MCT successfully issued S$160
million 8-year 3.6% Notes due 2020 on
24 August 2012. The issue was well received
and saw close to S$4 billion of demand from

over 80 investors. This demonstrated MCTs


ready access to debt capital market and
Managers proactive efforts in managing the
refinancing of debt due and the resultant debt
maturity profile. The proceeds from the notes
issuance were on-lent to the Trustee of MCT
and were used to partially re-finance MCTs
borrowings of S$282.2 million that were due
for repayment on 4 April 2013.
In 4Q FY 2012/13, MCT increased the facility
amount of its existing Revolving Credit Facility
(RCF) from S$75 million to S$125 million
while extending the maturity from April 2014
to April 2017. The remaining bank borrowings
due in April 2013 were refinanced in March
2013 through a drawdown from the RCF.
Consistent with Managers strategy to employ
an appropriate mix of debt and equity in
financing acquisitions, a credit facility of
S$461.8 million, comprising a four-year RCF
and a five-year term loan facility, was put in
place for the purpose of part-financing the
acquisition of Mapletree Anson. Separately,
on 25 January 2013, Manager successfully
completed an equity private placement exercise,
raising gross proceeds of S$225 million to fund
the remainder of the acquisition cost. A total of
192.3 million new MCT units were issued in the
equity private placement exercise.
With these transactions, MCT closed the
financial year with weighted average term to
maturity of 3.3 years, interest coverage ratio
of 5.3 times and average all-in cost of debt of
2.18%.

12
Mapletree Commercial Trust

Annual Report 2012/13

Following the close of the financial year,


the Manager, leveraging on investors interest
in MCTs notes, further issued S$70 million
of 3.2% 8-year Notes due 2021 from the
Programme in early April 2013. The proceeds
were used to partially refinance the amounts
drawn from the RCF and resulted in the
weighted average term to maturity improving
to 3.5 years.

In addition, MCT had entered into interest rate


swaps to further hedge S$277.1 million of its
bank borrowings currently on floating rates
into fixed rates, resulting in 74.5% of MCTs
total gross debt of S$1,590.5 million being
fixed by way of fixed rate debt, interest rate
swaps and caps.

Debt Maturity Profile


(after issuance of S$70 million 8-year 3.2% Notes due 2021 on 12 April 2013)

Gross Debt (S$m)

21.3%

21.3%

22.2%

20.7%

184.7
277.1

338.6

10.1%

169.3

160.0

70.0

Anson Acquisition Financing


Revolving Credit Facility due 2017

FY 2020/21

FY 2019/20

FY 2018/19

FY 2017/18

FY 2016/17

FY 2015/16

FY 2014/15

FY 2013/14

52.2

Existing Bank Borrowings

4.4%

FY 2021/22

338.6

S$160 million 8-year 3.6% Notes


due 2020 issued on 24 August 2012
S$70 million 8-year 3.2% Notes
due 2021 issued on 12 April 2013

Key Financial Indicators


Actual as at
31 March 2013

Actual as at
31 March 2012

1,590.5

1,128.7

% Fixed Debt

70.4%

85%

Gearing Ratio

40.9%

37.6%

5.3 times

5.4 times

Total Debt Outstanding (S$m)

Interest Coverage Ratio


Weighted Average Term to Maturity for Debt (years)

1
2

3.33

2.4

Average All-In Cost of Debt

2.18%

1.96%

Unencumbered Assets as % of Total Assets

100%

100%

Baa2

Baa2

MCT Corporate Rating

The percentage of fixed debt will increase to 74.5%, taking into account the net effect of new interest rate swaps
entered into, the expiry of existing interest rate swaps and the refinancing of S$70 million of existing debt with
8-year 3.2% Notes due 2021.
2
Including the acquisition of Mapletree Anson, valued at S$687 million as at 31 March 2013, and drawdown of
S$461.8 million to part finance the acquisition.
3
With the refinancing of S$70 million of existing debt with 8-year 3.2% Notes due 2021, the weighted average
term to maturity will increase to 3.5 years.
1

13
Annual Report 2012/13

Mapletree Commercial Trust

Operations Review

Acquisitions
FY 2012/13 saw MCT complete its maiden
acquisition, Mapletree Anson, a premium
office building in the Central Business District
(CBD) with Grade-A building specifications
and accredited with the BCA Green Mark
(Platinum) for its environmentally sustainable
features. The IPO Forecast did not include any
assumptions on acquisitions by MCT.
On 23 January 2013, the acquisition of
Mapletree Anson was approved at an
Extraordinary General Meeting of MCTs
Unitholders. The acquisition was completed
on 4 February 2013 and the acquisition and
related costs were financed through an equity
private placement of 192.3 million new Units
to raise S$225 million, and S$461.8 million in
bank borrowings.
This acquisition fits into the Managers
investment strategy of investing on a longterm basis in a diversified portfolio of incomeproducing real estate in Singapore used
primarily for office and/or retail purposes while
providing Unitholders with an attractive rate of
return through regular and stable distributions
and long-term growth in DPU and NAV per
unit. The acquisition has increased MCTs total
assets by 22% from S$3.1 billion to S$3.8
billion (based on the valuation of the assets

as at 31 March 2013). MCTs NLA has also


increased by 18.7% from 1.8 million square
feet to 2.1 million square feet.
As Mapletree Anson is a relatively new building,
its addition to the MCT portfolio has improved
MCTs weighted average building age (by NLA)
from 11.0 years to 9.9 years and increased the
weighted average leasehold interest (by NLA) in
land tenure for the portfolio from 83.6 years to
85.1 years (as at 31 March 2013).
In addition, the acquisition has improved MCTs
concentration risk, with VivoCity constituting
57.0% of the portfolio (by asset valuation
as at 31 March 2013) after the acquisition,
compared to 69.4% without Mapletree Anson.
With Mapletree Anson being located in the
CDB, the geographical diversification of MCTs
portfolio has also improved, with assets in the
HarbourFront Precinct and Alexandra Precinct
now constituting 82.1% of the portfolio
(by asset valuation as at 31 March 2013) as
compared with 100% previously.
Active Asset Management and Leasing
As VivoCity was opened in 2006, FY 2012/13
marked the second cycle of renewals for a
large number of leases. This presented the
opportunity to refresh the tenant mix and to
enhance the shopping experience at the mall.

14
Mapletree Commercial Trust

Annual Report 2012/13

business hub. PSAB Office saw the benefit


of this improved positioning, ending the
year with committed occupancy of 100%,
an improvement over the 92.6% occupancy
as at 31 March 2012. All leases expiring in
FY 2012/13 have been renewed or re-let
with average rental uplift of 44.3%. ARCs
occupancy increased to 80.4%, up from
50.3% as at 31 March 2012, with committed
occupancy reaching 81.9%.

At the same time, various units in the mall


were reconfigured, either by amalgamation
or sub-division, so as to right-size units to
cater to demand by new or existing tenants.
With the efforts put in by the team together
with the sustained demand for space at the
mall, all leases expiring in FY 2012/13 had
been renewed and/or re-let. Retention rate
was 83.0% with average fixed rental uplift
of 33.1%. The mall also maintained high
committed occupancy of 99.9% throughout
the year. The year ended with occupancy at
99.0% due to some new tenants undergoing
fit-out at the end of March 2013.

Step-up rental structures allow sustainable


growth for MCT and a graduated approach
to rental increase for tenants. The Manager
has been fairly successful in negotiating the
inclusion of step-up components, with over
60% of the leases in the portfolio (by NLA)
having step-up structures.

The completion of ARC and the improved


connectivity from the opening of the Labrador
Park MRT Station have established the status
of Alexandra Precinct as a more complete
MCT FY 2012/13 Lease Expiries
No. of Leases
Committed

Retention Rate
(by NLA)

Uplift in
Fixed Rents1

Retail

213

83.0%

33.1%2

Office

10

65.2%

44.3%

Based on average of the fixed rents over the lease period of the new/renewed leases (including leases with more
than 3 years tenure) divided by the preceding fixed rents of the expiring leases.

Includes new/renewed leases with relatively higher proportion of fixed rents and the effect from units subdivided
and/or amalgamated.

Occupancy (as at 31 March 2013)


As at
30 November 20101
VivoCity
ARC
MCT Retail Portfolio
MLHF
PSAB Office
Anson



3



4

5

1
2

99.7%

As at
31 March 2012

As at
31 March 2013

98.1%

99.0%2

50.3%

80.4%3

99.7%

94.3%

97.5%

100.0%

100.0%

100.0%

92.5%

92.6%

95.7%4
99.4%5

MCT Office Portfolio

95.1%

95.1%

97.9%

MCT Portfolio

98.0%

94.6%

97.7%

As disclosed in MCTs IPO Prospectus dated 18 April 2011.


Committed occupancy for VivoCity is 99.9%.
ARC is part of the PSAB asset enhancement and was completed in November 2011. Tenants in the centre
progressively opened from 15 December 2011, about 1 month after completion. Committed occupancy for ARC
is 81.9%.
Committed occupancy for PSAB Office is 100%.
Mapletree Anson was acquired on 4 February 2013.

15
Annual Report 2012/13

Mapletree Commercial Trust

Operations Review

Lease Expiry Profile


The lease expiry profile for MCT remains
healthy with portfolio weighted average
lease expiry (WALE) at 2.4 years. MCTs office
portfolio generally has longer term leases,
giving the office portfolio a WALE of 2.9 years.
This serves to balance the typical retail lease
term of 3 years, giving the retail portfolio a
WALE of 2.2 years.

MCT has 117 leases comprising 17.9% of


leases by Gross Rental Revenue expiring in
FY 2013/14.

Lease Expiry Profile


(by percentage of Gross Rental Revenue for the month of March 2013)
28.0%
23.2%
18.5%

17.9%

12.4%

No. of Leases

FY 2013/14

FY 2014/15

FY 2015/16

FY 2016/17

FY 2017/18
& Beyond

117

133

158

35

Tenant Profile
MCT has enlarged its portfolio over
FY 2012/13 with the acquisition of Mapletree
Anson, increasing its tenant base to 451 leases
across the four assets. MCTs top 10 tenants
contributed 26.0% of Gross Rental Revenue
for the month of March 2013. With both
retail and office assets, MCTs tenants come
from a wide variety of trade sectors providing
good diversification. No single trade segment
accounted for more than 20.1% of Gross
Rental Revenue.

Breakdown of Leases in MCTs Portfolio


(as at 31 March 2013)
Property

No. of Leases

VivoCity

324

MLHF

PSAB

112

Mapletree Anson

14

Total

451

16
Mapletree Commercial Trust

Annual Report 2012/13

MCT Top Ten Tenants by Gross Rental Revenue

(for the month of March 2013)

Tenant

% of
Gross
Rental
Income

Sector

Trade Sector

1 Merrill Lynch Global Services Pte. Ltd.

Office

Banking & Financial Services

6.7%

2 Cold Storage Singapore (1983) Pte Ltd

Retail

Hypermart, Convenience

3.1%

3 PSA Corporation Limited

Office

Shipping Transport

3.0%

4 C.K. Tang Limited

Retail

Departmental Store

2.5%

5 AON Singapore Pte Ltd

Office

Insurance

2.2%

6 J. Aron & Company (Singapore) Pte.

Office

Banking & Financial Services

2.2%

7 Golden Village Multiplex Pte Ltd

Retail

Entertainment

1.8%

8 Best Denki (Singapore) Pte Ltd

Retail

Lifestyle

1.5%

9 RSH (Singapore) Pte Ltd

Retail

Fashion / Sports

1.5%

10 Wing Tai Retail Management Pte Ltd

Retail

Fashion / Fashion Related

1.5%

Total

26.0%

MCT Trade Mix by Gross Rental Revenue


(for the month of March 2013)
20.1%
14.2%
9.2%
6.7%
5.6%
4.3%
2.5%
2.2%
9.4%
6.7%
4.2%
3.4%
2.2%
2.1%
1.8%
1.2%
4.2%

Food & Beverage


Fashion
Lifestyle
Hypermart/Departmental Store
Fashion Related
Beauty
Sports
Entertainment
Banking & Financial Services
Shipping Transport
Insurance
Trading
Real Estate
IT Services & Consultancy
Government Related Agencies
Energy
Others

17
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

MCTs portfolio comprises four properties located


in Singapores Alexandra Precinct, HarbourFront
Precinct and Central Business District. VivoCity,
MLHF and PSAB were the initial assets at MCTs IPO.
The acquisition of Mapletree Anson was proposed
by the Manager in December 2012 and completed
on 4 February 2013.

We
st

(i) VivoCity Singapores largest mall with 1,038,976 sq


ft of NLA spread over a three-storey shopping complex
and two basement levels. VivoCity is positioned as a
family, tourist and lifestyle destination in Singapore,
offering visitors a unique waterfront shopping and
dining experience. Its strategic location in the heart of
the HarbourFront Precinct and excellent connectivity
allowed it to attract 53.2 million visitors in the year
ended 31 March 2013.

Co

ast

Hig

hw

ay

(ii) Bank of America Merrill Lynch HarbourFront


a premium six-storey office building with a NLA of
216,561 sq ft occupied by Bank of America Merrill
Lynch. Completed in August 2008, it features modern
office specifications such as large and efficient columnfree rectangular floor plates of approximately 46,000 sq
ft and integrated suspended ceiling and raised floors.
(iii) PSA Building an established integrated development
with a forty-storey office block and a three-storey retail
centre, Alexandra Retail Centre, having an aggregate
NLA of 519,776 sq ft. PSABs excellent location within
the Alexandra Precinct, a short distance from the CBD,
makes PSAB an ideal office location for companies
who prefer a quality office location outside the CBD.
ARC offers a wide range of amenities and food &
beverage offerings to the working population and
residents in the vicinity.
(iv) Mapletree Anson a premium 19 storey office
building located in Singapores Central Business District
with NLA of 331,713 sq ft. Completed in 2009,
Mapletree Anson is one of the newest office buildings
in the CBD with Grade A specifications. It is also one of
the first buildings in Singapore awarded the Green Mark
Platinum certification by the BCA. It is well connected
to major arterial roads and expressways and is easily
accessable by public transport being located within a
two minute walk from the Tanjong Pagar MRT Station.

MRT:
Circle Line

East-West Line

MRT Station

North-East Line

Sentosa Express Station

Major Express Station

Sentosa Express Line

North-South Line

18
Mapletree Commercial Trust

Annual Report 2012/13

HarbourFront Precinct
HarbourFront Precinct, which spans approximately 24 hectares
along Singapores southern waterfront, is a thriving business
and lifestyle hub and a quality office location close to the CBD.
It is located at the foothills of Mount Faber Park and extends to
Singapores southern coast overlooking Sentosa Island.

Alexandra Precinct
Alexandra Precinct, which spans approximately 13.5 hectares,
is a high quality, fringe CBD office location catering to a
wide range of office and business uses. It offers existing and
prospective tenants an alternative location to the CBD, complete
with a comprehensive range of modern conveniences and
amenities. It is located in the Queenstown Planning Area beside
Alexandra and Telok Blangah Roads and is about a 10-minute
drive from the CBD.

Dhoby Ghaut

ah
aj

re
ss
w

rR

ay

e
Ay
Ce

ay

nt

sw

ra

lE

es
pr

xp

Ex
Pasir Panjang

City Hall

CBD

Alexandra
Precinct

Raffles Place

Outram Park
Tanjong Pagar

PSAB

Mapletree Anson

Mount Faber

Labrador Park
East Coast Parkway

Telok Blangah
HarbourFront

MLHF

VivoCity

HarbourFront
Precinct
Resorts
World
Sentosa

Sentosa

19
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

20
Mapletree Commercial Trust

Annual Report 2012/13

VivoCity
Property Information
Description

A 3 storey shopping complex with 2 basement


levels and a 7 storey annexe carpark

Net Lettable Area

1,038,976

Number of Leases

324

Car Park Lots

2,179

Title

99 years commencing from 1 October 1997

Gross Revenue

S$158.3 million

Net Property Income

S$110.4 million

Market Valuation
(as at 31 March 2013)

S$2,183 million

Occupancy

99.0%

Key Tenants

VivoMart, Golden Village, Tangs, Best Denki

Awards and Accolades

Gold Award, Social Enterprise Association


Corporate Award 2012
Most Family-friendly Shopping Mall,
Mother & Baby Awards 2012, Singapore
Winner, Best Shopping Centre, AsiaOne
Peoples Choice Awards 2012/13
BCA Green Mark Award (Gold)
The MARKies: Best Idea Retail Category

21
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

Retail Performance
Shopper Traffic at VivoCity has grown 3.0%
year on year to reach 53.2 million shoppers
for the year ended 31 March 2013. VivoCity
continues to benefit from the developments
in the vicinity. Sentosa has established itself
as a successful family and lifestyle destination.
The areas around VivoCity also saw numerous
new and completed residential developments,
increasing the residential catchment in the area.
The strength of tenant mix and VivoCitys
positioning as a destination coupled with

Shopper Traffic (million)

exciting events and activities drove tenant


sales to S$858.1 million for the year ended
31 March 2013. This is a 3.7% increase from
the previous year even with a more pronounced
aggregated period of downtime in trading
due to tenants fitting out and refreshing their
shopfronts. During the peak of the festive yearend period in December 2012, sales exceeded
S$100 million a month.
Occupancy costs for the tenants at VivoCity
remains at a healthy rate of 16.8% for the year
ended 31 March 2013.

Tenant Sales (S$m)

+3.0%

+3.7%
858.11

53.2
827.5

51.6

1 April 2011 to
31 March 2012

1 April 2012 to
31 March 2013

1 April 2011 to
31 March 2012

1 April 2012 to
31 March 20132

Includes estimates of Tenant Sales for a portion of tenants.

A number of tenants were undergoing fitting out during FY 2012/13.

22
Mapletree Commercial Trust

Annual Report 2012/13

New Concepts
& Brands at

VivoCity
23

Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

Leasing Update
VivoCity had started FY 2012/13 with 213 leases,
representing 45.3% of Gross Rental Revenue,
expiring in that year, with the vast majority in the
third quarter. Therefore, aside from refreshing
the tenant mix at VivoCity, one of the leasing
objectives for FY 2012/13 was to reduce the

concentration of leases expiring in the third


quarter and in the same year. The resultant
lease expiry profile at the end of FY 2012/13
shows that progress has been made, with leases
representing 29.9% of Gross Rental Revenue
expiring in FY 2015/16.

VivoCity Lease Expiry Profile by Gross Rental Revenue


(for the month of March 2013)
29.9%
24.0%

23.0%
20.2%

3.0%

No. of Leases

FY 2013/14

FY 2014/15

FY 2015/16

FY 2016/17

FY 2017/18
& Beyond

99

77

119

27

VivoCity Trade Mix by Gross Rental Revenue


(for the month of March 2013)

Food & Beverage


Fashion
14.1% Lifestyle
10.0% Hypermart/Departmental Store
8.7% Fashion Related
6.3% Beauty
3.8% Sports
3.5% Entertainment
3.7% Others
27.9%
22.0%

Photo courtesy of the


Republic of Singapore Navy

24
Mapletree Commercial Trust

Annual Report 2012/13

Distinctly

VivoCity
Exciting & large-scale events

25
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

Merrill Lynch HarbourFront


Property Information
Description

A 6 storey office building with a basement carpark.

Net Lettable Area

216,561 sq ft

Number of Leases

On long term lease to Merrill Lynch Global Services Pte. Ltd.

Car Park Lots

93

Title

Leasehold 99 years wef 1 October 1997

Gross Revenue

S$16.8 million

Net Property Income

SS$12.9 million

Market Valuation
(as at 31 March 2013)

S$313.6 million

Purchase Price

S$311 million

Date of Purchase

27 April 2011

Occupancy

100%

Key Tenant

Merrill Lynch Global Services Pte. Ltd.

Lease Expiry Profile


On long term lease to Merrill Lynch Global Services Pte. Ltd.

26
Mapletree Commercial Trust

Annual Report 2012/13

27
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

PSA Building
Property Information
Description

Integrated development comprising a 3 storey retail


centre and a 40 storey office building.

Net Lettable Area

Office : 430,114 sq ft

Number of Leases

112

Car Park Lots

749

Title

Leasehold 99 years wef 1 October 1997

Gross Revenue

S$39.7 million

Net Property Income

S$28.9 million

Market Valuation
(as at 31 March 2013)

S$647.6 million

Purchase Price

S$477.2 million

Date of Purchase

27 April 2011

Occupancy

Office : 95.7%

Key Tenants

Office : PSA Corporation Limited, Casino Regulatory



Authority, Lloyds Register Asia, Subsea 7

Singapore Contracting Pte Ltd
Retail : FairPrice, McDonalds, Ichiban Sushi, DBS

Retail : 89,662 sq ft

Retail : 80.4%

Total : 93.1%

28
Mapletree Commercial Trust

Annual Report 2012/13

29
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

PSAB Lease Expiry Profile by Gross Rental Revenue


(for the month of March 2013)
39.4%

23.2%
19.5%
13.9%

4.0%

No. of Leases

FY 2013/14

FY 2014/15

FY 2015/16

FY 2016/17

FY 2017/18
& Beyond

16

53

33

PSAB Trade Mix by Gross Rental Revenue


(for the month of March 2013)
40.5%

Shipping Transport
Government Related Agencies
7.1% Real Estate
6.4% Trading
3.3% Banking & Financial Services
2.8% Energy
2.2% Consumer Services
2.1% Pharmaceutical
1.6% IT Services & Consultancy
0.8% Insurance
11.7% Food & Beverage
1.7% Hypermart/Departmental Store
1.6% Beauty
7.1% Others
11.1%

30
Mapletree Commercial Trust

Annual Report 2012/13

31
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

32
Mapletree Commercial Trust

Annual Report 2012/13

Mapletree Anson
Property Information
Description

19 storey office building in the CBD with Grade A


building specifications

Net Lettable Area

331,713 sq ft

Number of Leases

14

Car Park Lots

80

Title

Leasehold 99 years wef 22 October 2007

Gross Revenue

S$4.8 million (4 February 2013 to 31 March 2013)

Net Property Income

S$3.8 million (4 February 2013 to 31 March 2013)

Market Valuation
(as at 31 March 2013)

S$687.0 million

Purchase Price

S$680.0 million

Date of Purchase

4 February 2013

Occupancy

99.4%

Key Tenants

Aon Singapore Pte. Ltd., J. Aron & Company


(Singapore) Pte., Yahoo! Southeast Asia Pte. Ltd.,
Sumitomo Corporation Asia Pte. Ltd.

33
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Overview

Mapletree Anson Lease Expiry Profile by Gross Rental Revenue


(for the month of March 2013)
44.8%

29.4%
19.0%

6.7%
0.0%

No. of Leases

FY 2013/14

FY 2014/15

FY 2015/16

FY 2016/17

FY 2017/18
& Beyond

Mapletree Anson Trade Mix by Gross Rental Revenue


(for the month of March 2013)

Insurance
Trading
17.3% Banking & Financial Services
15.1% IT Services & Consultancy
8.5% Real Estate
5.9% Energy
1.8% Others
32.4%
19.0%

34
Mapletree Commercial Trust

Annual Report 2012/13

35
Annual Report 2012/13

Mapletree Commercial Trust

Unit Price Performance


Unit Price Performance FY 2012/13
MCTs unit price put in a strong performance in
FY 2012/13, closing at S$1.345 on 28 March
20131, S$0.47 and 53.7% above the closing
unit price of S$0.875 on 30 March 2012 2.
MCTs unit price has out-performed both the
FTSE Straits Times and FTSE Straits Times REIT
indices throughout the year due to strong asset
performance and the continued preference for

yield and defensive assets amidst the uncertain


economic climate. MCT also benefited from
its inclusions in the FTSE EPRA/NAREIT Global
Index and the GPR 250 REIT Index in June 2013.
Compared with the closing price on 30 March
20122, the FTSE Straits Times REIT Index closed
31% up while the FTSE Straits Times Index was
up 10% during the same period.

Unit Price Performance FY 2012/13


Price as at 30 March 20122 S$0.875
Highest closing price
S$1.445
Lowest closing price
S$0.875
Last done on 28 March 20131 S$1.345
Trading volume FY 2012/13
Total Trading Volume (million units)
Average daily trading volume (million units)

753.8
3.02

Return on Investment in MCT FY 2012/13 (based on unit price of S$0.875 as at


30 March 20122)
Total Return3 60.2%
Capital Appreciation4
53.7%
Annualised Distribution Yield5
7.4%
Notes:
1
28 March 2013 is the last trading day of FY 2012/13.
2
30 March 2012 is the last trading day of FY 2011/12.
3
Sum of capital appreciation and distributions for the period over unit price of S$0.875 as at 30 March 2012.
4
Based on unit price of S$0.875 at 30 March 2012 and closing unit price of S$1.345 on 28 March 2013.
5
Based on total actual DPU of 6.489 cents declared for the period 1 April 2012 to 31 March 2013.

170%
160%

35.0

150%
140%

30.0

130%

25.0

120%
110%

20.0

100%

15.0

90%

10.0

80%
70%

5.0

60%

MCT Daily Trading Volume (million Units)

40.0

MCT Volume (million Units)

MCT

FTSE Straits Times REIT Index

28 Mar 13

28 Feb 13

31 Jan 13

31 Dec 12

30 Nov 12

31 Oct 12

30 Sep 12

31 Aug 12

31 Jul 12

30 Jun 12

31 May 12

30 Apr 12

50%
30 Mar 12

Daily Closing Price as a % of Closing Price on 30 March 2012

MCT Unit Price Performance and Volume


(30 March 2012 to 28 March 2013)

FTSE Straits Times Index

36
Mapletree Commercial Trust

Annual Report 2012/13

Unit Price Performance (from IPO)


On the back of strong asset performance
over the last two years, MCTs unit price has
increased 53% from the IPO price of S$0.88.

Compared with the closing price on MCTs


Listing Date, the FTSE Straits Times REIT Index
closed 23% up while the FTSE Straits Times
Index was up 4%.

Return on Investment in MCT from IPO (based on IPO price of S$0.88)


Total Return1 (Listing Date of 27 April 2011 to 31 March 2013)
66.2%
Capital Appreciation2
52.8%
Total Distributions Paid3 13.4%
Notes:
1
Sum of capital appreciation and distributions for the period over IPO price of S$0.88.
2
Based on IPO price of S$0.88 and closing unit price of S$1.345 on 28 March 2013.
3
Based on total actual DPU of 11.758 cents declared for the period 27 April 2012 to 31 March 2013.

170%

140.0

120.0

150%
140%

100.0

130%
120%

80.0

110%
60.0

100%
90%

40.0

80%
70%

20.0

MCT Daily Trading Volume (million Units)

160%

60%
0

MCT Volume (million Units)

MCT

Constituent of Key Indices


Bloomberg World Index
Bloomberg World REIT Index
Bloomberg Asia Real Estate Investment Trust Index
FTSE EPRA/NAREIT Global Index
FTSE EPRA/NAREIT Global REIT Index
FTSE Global All Cap Index
FTSE Straits Times REIT Index
FTSE Straits Times Mid-Cap Index
FTSE Straits Times All-Share Index

FTSE Straits Times REIT Index

27 Mar 13

27 Feb 13

27 Jan 13

27 Dec 12

27 Nov 12

27 Oct 12

27 Sep 12

27 Aug 12

27 Jul 12

27 Jun 12

27 May 12

27 Apr 12

27 Mar 12

27 Feb 12

27 Jan 12

27 Dec 11

27 Nov 11

27 Oct 11

27 Sep 11

27 Aug 11

27 Jul 11

27 Jun 11

27 May 11

50%
27 Apr 11

Daily Closing Price as a % of Closing Price on Listing Date

MCT Unit Price Performance and Volume


(Listing Date to 28 March 2013)

FTSE Straits Times Index

GPR 250 REIT Index


MSCI Singapore Small Cap Index
Russell Global Value Small Cap Index
S&P BMI Global Index
S&P Developed Property Index
S&P Developed REIT Index
S&P Developed MidSmall Cap Index
S&P Global BMI Between USD1Billion & USD5Billion Index
S&P Singapore BMI Index

37
Annual Report 2012/13

Mapletree Commercial Trust

Singapore Office and


Retail Market Overview
By CBRE Pte. Ltd. 8 June 2013

1 The Singapore Economy



Singapores economy avoided recession in 2012 with a
GDP growth of 1.3% y-o-y. The main strain came from the
relatively weak manufacturing sector, which is reliant on
exports and susceptible to adverse global developments.
In addition, headline inflation caused some concern in
the first half of 2012, though inflationary pressure eased
significantly in the second half of the year, with 2012s
inflation ending at 4.6%.

Going forward, the economy will be supported by reasonable


growth of the construction and services segments.
The expected recovery in the manufacturing sector across
Asia will support a growth in regional trade which would
benefit Singapore. The Ministry of Trade and Industry
(MTI) has forecast GDP growth to be between 1.0 to
3.0% in 2013 and the outlook for inflation is projected to
be between 3.5% and 4.5% in 2013. According to Oxford
Economics, Singapores GDP is forecast to grow by 2.5%
and 4.9% in 2013 and 2014 respectively.

In the long-term, however the economy faces some


challenges as it adjusts to lower population growth and
easing of the current immigration policy in coming years.
Labour is expected to become more costly and therefore
impact future economic growth. Consequently, GDP growth
forecasts for 2015-20 have been lowered to an average of
3.6% pa.

2 The Office Market


2.1 Supply

As at Q1 2013, the total office stock in Singapore was
52.49 million sf. Singapores pre-eminent destination for
office occupiers is the Core Central Business District (Core
CBD), which consists of Raffles Place, Shenton Way
Corridor, Marina Centre and Marina Bay. The 26.67 million
sf of office space in the Core CBD represents some 50% of
overall office stock, and is the location of choice for highend financial services functions and other business services
companies. The immediate environs of the Core CBD are the
micro-markets of Tanjong Pagar, Beach Road/City Hall and
Orchard Road, which represent a further 30% of existing
stock (collectively the Fringe CBD). With 80% of total
office stock found in the Core and Fringe CBD, the leasing
and investment sales market is highly focused on these
two locations. The remaining office stock can be found in
decentralized locations such as Alexandra/HarbourFront,
Thomson/Novena, Tampines and River Valley.

The Tanjong Pagar micro-market1 contributes 4.69 million


sf and 9% of the total market while the Alexandra/
HarbourFront2 micro-market contributes 3.55 million sf and
7%. Both micro-markets are characterized by a wide range
of assets, which vary greatly in age and quality.

Singapores office market expanded at an exponential


pace between 2009 and 2011 when 7.43 million sf of
new office space was delivered to the market. This was a
substantial 16.0% market growth over a three-year period.
Office development activity, however, has slowed since.

GDP Growth and Inflation


(%, Y-o-y change)
16

14

12

10

4
2

-2

2005

2006

GDP (LHA)

2007

2008

2009

Consumer price index (RHA)

2010

2011

2012

2013

2014

2015

-1

Source: Oxford Economics

38
Mapletree Commercial Trust

Annual Report 2012/13

The market grew by 2.5% in just over a year (Q1 2012 to Q1


2013 inclusive) with a total of 1.34 million sf of new office
space completed mainly in two office projects - Marina
Bay Financial Centre Tower 3 (totalling 1,300,000 sf) and
One Upper Pickering (office component of ParkRoyal on
Pickering, totalling 70,000 sf), completed in Q1 2012 and
Q3 2012 respectively.

In terms of net new office supply3, the 10-year average


was 1.10 million sf while the 5-year average was 1.67
million sf. In comparison, 2012s net supply of 923,200 sf is
below these long term averages, which has provided some
support to the office leasing market despite the weak global
economy. Q1 2013 net supply was a negative 274,800 sf,
due to a number of projects being demolished or vacated for
conversion; namely 138 Robinson Rd (totalling 121,674 sf)
and Marina Bayfront (totalling 153,172 sf).

Both Tanjong Pagar and Alexandra/HarbourFront micromarkets remain tight on new supply with no recent
completions. In Tanjong Pagar the last developments were
Twenty Anson (completed in Q4 2009) and Mapletree
Anson (completed in Q3 2009). The last completion in
the Alexandra/HarbourFront micro-market was the office
component of Mapletree Business City (completed in
Q2 2010).

Potential Supply
Over the next four years (Q2 2013 Q4 2016 inclusive),
an approximate 8.96 million sf of office space is expected
to be delivered island-wide. The potential office supply is
evenly distributed over time and geography. 37.5% of future
supply is expected to be Grade A (located in CBD) while
34.9% and 27.6% will be from the CBD (non-Grade A) and
Rest of the Island markets respectively.

Throughout 2013, 2.84 million sf of new space will be


completed comprising of Asia Square Tower 2 (782,300 sf)
and The Metropolis (1,180,000 sf). Supply in 2014 includes
CapitaGreen (720,000 sf), while supply in 2015 will come
mainly from the South Beach development (527,450 sf).
In 2016, there will be a wave of new office completions
totalling 4.27 million sf. The major projects are Marina One
and Duo (1,880,000 sf and 570,000 sf respectively) by
M+S, in addition to the Tanjong Pagar Centre (850,000sf)
by GuocoLand. The latter is a mixed-development in
Tanjong Pagar, which will potentially enhance the overall
attractiveness and rejuvenate this micro-market with new
amenities such as quality retail, high-end hotel and new
modern office supply.

Potential Office Supply


NLA (mil sf)
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0

2013

Core CBD

2014

Fringe CBD

Decentralised

2015

2016

Source: CBRE Research

For the confidentiality reasons CBRE cannot provide the full list of buildings in the particular baskets but to name a few key projects.
1
The Tanjong Pagar basket of properties consists of 23 buildings that total 4.7 million sf, none of which is classified as Grade A. The key projects are 79 Anson
Road, Keppel Towers, Axa Tower, Mapletree Anson and Twenty Anson among others.
2
The Alexandra/HarbourFront basket of properties consists of 12 buildings that total 3.5 million sf, none of which is classified as Grade A. The key projects
are HarbourFront Tower 1 and 2, Keppel Bay Tower, HarbourFront Centre and PSA Building among others.
3
Net new supply is calculated as a sum of new completions, demolitions and conversions.

39
Annual Report 2012/13

Mapletree Commercial Trust

Singapore Office and


Retail Market Overview
By CBRE Pte. Ltd. 8 June 2013

There are no office developments scheduled in the


Alexandra/HarbourFront micro-market in the next five years.
However, approximately 1.0 million sf of business park space
will be delivered in Mapletree Business City Phase II in 2016.

As at Q1 2013, the estimated secondary space is calculated


to be approximately 282,000 sf. This is a vast improvement
from the estimated 840,000 sf of secondary space projected
for 2013 in Q4 2012. It has been observed that some older
buildings and portfolios have enjoyed considerable success
in back-filling such space. In addition, some landlords have
also taken the opportunity to undertake asset enhancement
works when their anchor / larger tenants relocate. This may
cause a delay in the availability of some of the secondary
space; for instance, 6 Shenton Way (formerly DBS Building).
The positive net absorption of the secondary space is likely
to ease some of the downward rental pressures on the
Grade B market segment.

2.2 Demand

In 2012 and early 2013, office demand was diverse with
occupiers from a wide variety of industries relocating or
expanding. Office space has been mostly taken up by
commodity and energy companies, maritime, insurance,
legal and professional services companies. Diversification
has also taken place in terms of nationalities. It was reported
that there have been more Japanese services firms setting
up in Singapore. According to the Singapore Economic
Development Board, there were 29 new Japanese companies
registrations in 2012 as compared to only six in 2008.

Conversely, demand from banks and other financial


institutions have stayed subdued along with anchor tenant
deals seeking large floor-plate requirements. However, the
Singapore office market has retained its cost competitive
edge over other regional cities and some corporates took
advantage of lower occupancy costs to either consolidate or
incrementally expand their operations. This has dramatically
helped to stimulate leasing activity. Furthermore, flight to
quality has been a pronounced feature of tenant movement
in core locations but a strong appetite to move out of CBD
to quality decentralised space has also been observed.

Leasing sentiment was boosted by relatively high


pre-commitment levels in the upcoming The Metropolis
(65% pre-let as of Q1 2013 to a diverse mix of occupiers
such as Proctor & Gamble, Shell International B.V., Neptune
Orient Lines and the Singapore Exchange), JEM (100%
pre-let to MND), Westgate Tower (50% pre-let to
CapitaLand) as well as Asia Square Tower 2 (20% pre-let to
tenants such as Allianz, National Australia Bank, JustOffice
and Swiss RE).

Following the healthy 1.33 million sf net absorption recorded


for the full year of 2012 (average 332,000 sf per quarter),
the net absorption for Q1 2013 stayed in positive territory at
126,000 sf. Modest positive occupier demand is expected to
maintain through the rest of 2013.

Island-wide Office: Net Supply, Net Absorption & Vacancy Rate


NLA (000 sf)
2,000

12%
10%

1,500

8%

1,000

6%
4%

500

2%

0%
-2%

-500

-4%
-1,000

-6%

-1,500

Net New Supply

New Absorption

Vacancy Rate (Islandwide)

Q1 2013

Q4 2012

Q3 2012

Q2 2012

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Q4 2010

Q3 2010

Q2 2010

Q1 2010

Q4 2009

Q3 2009

Q2 2009

Q1 2009

Q4 2008

Q3 2008

Q2 2008

Q1 2008

-8%

Source: CBRE Research

40
Mapletree Commercial Trust

Annual Report 2012/13

supported by an economic recovery and subsequently by


improved office demand, vacancy rate is forecast to hover
in the region of 6.0% - 8.0%.

Office demand in Tanjong Pagar has benefited from its


proximity to the Core CBD, the planned urban regeneration
of the area and the expected relocation of existing occupiers
of the nearby GE and Keppel Towers (totalling 430,122
sf). The two developments are due to be demolished and
converted for residential use although no time horizon
has been announced. On average, the 10-year annual net
absorption in this micro-market is 118,300 sf while in Q1
2013 it was a positive 14,800 sf.
Alexandra/HarbourFront is a well located micro-market
that has outperformed other micro-markets during periods
of downturn when occupiers opted for more affordable
quality office space that was close to the CBD as part of
their cost rationalization. It remains an attractive solution to
occupier who prefer fringe locations with good amenities.
On average, the 10-year annual net absorption in this
micro-market is 165,900 sf, while Q1 2013 was a negative
17,100 sf. Net absorption in this micro-market is projected
to stay close to zero in 2013 and 2014.

2.3 Vacancy Rates



Positive net absorption in 2012 and Q1 2013 served to
lower the overall island-wide office vacancy rate by 70
basis points q-o-q from 5.8% to 5.1% and by 220 basis
points from 7.3% 15 months ago. This is the lowest level
recorded since Q3 2008 at 4.5%.

Global economic conditions, while showing gradual


improvements, will continue to weigh on office leasing
demand. Vacancy rates across all grades and micro-markets
are expected to increase and peak in 2013. In 2014,

In the Tanjong Pagar micro-market, the vacancy rate stood


at 4.0% in Q1 2013. Given the limited supply in recent
years, the vacancy rate has been declining over the long
term and is currently relatively low compared to its long
term averages. The 10-year average vacancy is calculated
to be 11.2% while the 5-year average vacancy was
8.1%. Going forward, vacancy rate in the micro-market
is expected to remain low given that no significant new
supply is due till 2016. That said, some upward pressure
will be inevitable in the short term given that both new and
secondary supply are due to be delivered in the adjacent
core CBD.

The Alexandra/HarbourFront micro-market has historically


recorded a very low vacancy rate as the attractiveness of the
location improved over time with completion of new MRT
line and increasing residential catchment in the area. Over
the last five years, the micro-market vacancy rate rose above
5.0% only in 2009. In Q1 2013, Alexandra/HarbourFront
vacancy stood at 2.15%, 48 basis points below Q1 2012.
The micro-market has no future office supply for the next
five years, which should provide existing developments a
competitive advantage and limit the increase in vacancies.
That said the location has well established business park
properties and confirmed future pipeline that could compete
with the adjacent office properties. In addition, the opening
of new decentralised office locations such as Jurong and
Buona Vista may add further competition.

Office Vacancy Rates

Islandwide

Alexandra/Harbourfront

Tanjong Pagar

Q1 2013

Q4 2012

Q3 2012

Q2 2012

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Q4 2010

Q3 2010

Q2 2010

Q1 2010

Q4 2009

Q3 2009

Q2 2009

Q1 2009

Q4 2008

Q3 2008

Q2 2008

Q1 2008

20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%

Source: CBRE Research

41
Annual Report 2012/13

Mapletree Commercial Trust

Singapore Office and


Retail Market Overview
By CBRE Pte. Ltd. 8 June 2013

2.4 Rents

Whilst occupier demand has surprised the market on the
upside, it was not sufficient to avert rental corrections.
Office rents have been declining for six consecutive quarters;
however, the pace decelerated over the last few quarters.
All in all, average Grade A rent has corrected by 13.7% since
the peak in Q3 2011 while the Grade B office rental correction
was much less pronounced with average rent declining
by 3.7%.

find their support levels to reach the trough by the second


half of 2013. Flight to quality has been a visible trend in
this segment, which will support the activity in the Grade
A office market and provide resilience to its rents. The first
signs of upward rental movements are expected in 2014
although at modest levels compared to the past.

In Q1 2013, average Grade A rent saw a minor decrease


of 0.3% q-o-q to register at $9.55 psf/month. Similarly,
the Grade B market saw a slight correction of 0.1% q-o-q
to $7.10 psf/month. Looking ahead, Grade A rents could

Conversely, the Grade B market is likely to experience more


pressure in 2013 due to the injection of office space coming
from new decentralised locations, strata-titled offices as well
as secondary space. Grade B rents are projected to decline
by up to 10% in 2013 although the downturn should be
short lived and recovery could happen as early as in 2014.

Singapore Office Rents


Q1 2013
(psf/mth)

11 Peak
to Now

Y-o-Y

Grade A

S$9.55

-13.7%

-9.9%

-0.3%

Grade B Island-wide

S$7.10

-3.7%

2.1%

-0.1%

Q-o-Q

Tanjong Pagar

S$6.92

2.5%

-1.4%

-0.6%

Alexandra/HarbourFront

S$6.94

-0.8%

-0.4%

-0.2%
Source: CBRE Research

Office Rents
(in S$ psf/month)
20

250

18
16

200

14
12

150

10
8

100

6
4

50

2
0

Grade A

Alexandra/Harbourfront

Tanjong Pagar

URA Rental Index

Grade B Island-wide

Q1 2013

Q4 2012

Q3 2012

Q2 2012

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Q4 2010

Q3 2010

Q2 2010

Q1 2010

Q4 2009

Q3 2009

Q2 2009

Q1 2009

Q4 2008

Q3 2008

Q2 2008

Q1 2008

Source: CBRE Research,


Urban Redevelopment Authority (URA)

42
Mapletree Commercial Trust

Annual Report 2012/13

Despite moving in tandem with the island-wide office rental


cycle, Tanjong Pagar rents have displayed less volatility over
the past five years. This is primarily due to the tenant mix
in the Tanjong Pagar micro-market, which has a higher
percentage of non-banking and financial services office
tenants compared to Core CBD. Average office rents had
grown by 48.3 % since the bottom in 2009 and peaked
at S$7.10 psf/month in Q3 2011. They have since declined
by a limited 2.5% to $6.92 psf/month in Q1 2013.
New developments (built since 2008) in the Tanjong Pagar
area, however, have commanded rents of $8.00 psf/mth in
Q1 2013. This is a substantially higher rental level compared
to the full Tanjong Pagar micro-market rent, indicating a
substantial difference between the new and old stock in the
area. Looking ahead, a combination of fairly valued office
rents in Tanjong Pagar and less new supply alternatives
appearing in the immediate neighbourhood will support
stable rental performance in the next six to twelve months.
Average office rents in Alexandra/HarbourFront peaked at
S$7.00 psf/month in Q3 2011 and it has since declined
by a limited 0.8% to $6.94 psf/month in Q1 2013.
Going forward, the Alexandra/HarbourFront rents are
expected to remain stable throughout 2013 and 2014
considering the low vacancy in the micro-market.

Grade A rents are forecast to remain stable in the next six to


eight months and recover thereafter. While overall demand
is expected to remain positive, Grade B office space of lower
technical quality and in less prime locations is likely to see
rents declining further mostly due to the weight of supply
available.

Any hint of a global economic recovery will translate to a


stronger recovery in the office market. That said the strength
of upside remains highly dependent on the health of the
financial industry, which has driven leasing demand in the
past. In order to outperform other global business cities
in such market conditions, Singapore will have to use the
advantage of being an attractive location and a lower cost
base destination to attract new occupiers in the future.

3 The Retail Market


3.1 Supply

As at Q1 2013, the total island-wide retail stock stood at
36.86 million sf. By market size comparison, the Fringe Area
still accounts for the largest share at 27.6%, followed by
Outside Central Region (22.4%), Orchard Road (20.3%),
Rest of Central Area (18.2%) and the Downtown Core
Region (11.6%).

Driven by strong demand and appetite for new retail space,


the market expanded exponentially in recent years. In the
period from 2009 to 2012, approximately 2.21 million sf
of new retail space was added to total private retail supply.
2009 witnessed the largest addition of approximately 1.37
million sf retail space, mostly in the Orchard submarket.
Major malls completed along Orchard Road since 2009
include Ion Orchard (660,000 sf), Orchard Central (250,000
sf), 313 Somerset (294,000 sf), Mandarin Gallery (130,000
sf) and TripleOne Somerset (294,000 sf).

After 2009, the bulk of the retail supply has come from
outside the prime area of Orchard. This includes Marina
Bay Shoppes (800,000 sf) and Resorts World Sentosa
(330,000 sf) as well as nex (600,000 sf). Other notable malls
completed outside Orchard include Rochester Mall (95,300
sf), Changi City Point (207,400 sf) and the convenience
centre Alexandra Retail Centre (89,600 sf). Most recently,
several landlords have embarked on asset enhancement
initiatives (AEI) on their assets in order to keep up with new
trends.

2.5 Office Outlook



The risk of a severe global recession has moderated with
well-aimed policy initiatives of the major central banks
globally; however, the recovery is likely to be gradual and
long drawn.

Regardless, Singapores office demand in 2012 has surprised


on the upside and it is expected to remain in positive territory
throughout 2013 as the city has retained its attractiveness
to occupiers as a base for their regional operations.
Flight to quality will remain the key trend in the next six to
twelve months where occupiers will take the opportunity to
consolidate or expand their operations due to the relatively
lower occupancy costs.

43
Annual Report 2012/13

Mapletree Commercial Trust

Singapore Office and


Retail Market Overview
By CBRE Pte. Ltd. 8 June 2013

The inclusion of Resorts World Sentosa and Alexandra Retail


Centre was the only retail supply in the HarbourFront/ Telok
Blangah area since VivoCity in 2006. It should be noted
that the retail space in Resorts World Sentosa has been
predominantly taken up by food & beverage outlets as well
as a master tenant. As such, VivoCity still remains the only
full-fledged shopping mall serving the area.

The only new retail developments in Tanjong Pagar in recent


years were a retail podium of ICON (totalling 30,000 sf)
completed in 2007, followed by recent asset enhancement
of 100AM (totalling 110,000 sf) completed in 2012. Retail in
the Tanjong Pagar area predominantly caters to the working
population in the area, but also serves the increasing resident
population.

Potential Supply
Based on data tracked by CBRE, the projected island-wide
retail supply (Q2 2013 to Q4 2017 inclusive) is approximately
5.65 million sf. The significant majority of potential supply is
expected in 2013 and 2014; while geographically much of
the new space is located in suburban locations.

In 2013, Jem (818,000 sf) and Westgate (420,000 sf) are


expected to open in the Jurong Lake District. Other upcoming
suburban retail spaces include East Village Hotel (43,700 sf),
HillV2 (55,000 sf), Paya Lebar Square (88,200 sf) and Bedok
Mall (220,000 sf). Lastly, there is an upcoming retail project
Orchardgateway (172,000 sf) along Orchard Road.

In 2014, retail supply will be more geographically diverse


across all four sub-markets. The completion of the
refurbished Shaw Centre (400,000 sf) and 268 Orchard
(147,500 sf) will add to the Orchard Road sub-market stock.
From the Downtown Core sub-market, retail space expected
include the completion of the AEI of Suntec City (125,000
sf), the AEI of One Raffles Place (14,000 sf), Capitol Piazza
(156,100 sf) as well as the extension wing of Marina Square
(200,000 sf). The key retail development arising from the
Fringe Area sub-market will be the Sports Hub (441,500 sf)
while One KM (110,700 sf) and Seletar Mall (188,000 sf) will
add to the suburban stock in 2014.

Come 2015, projects with retail space sold on a stratatitled basis will dominate the supply. These projects include
Altez (18,600 sf), Eon Shenton (5,200 sf), Park Hotel
Alexandra (46,450 sf), Centropod @ Changi (18,300 sf),
The Promenade @ Pelikat (83,400 sf) & The Commerz @
Irving (36,000 sf). Two major suburban retail projects include
Waterway Point (370,000 sf) and Big Box (329,000 sf); while
South Beach (85,500 sf) will add to the Downtown Core
sub-market supply.

Finally in 2016, a significant supply of retail space will arise


from the Downtown Core sub-market with the completion
of Marina One (140,000 sf), Tanjong Pagar Centre (100,000
sf) and a yet named commercial development at Robinson
Road (10,600 sf). Other notable potential projects in this
year include Duo Galleria (54,000 sf) and Hillion Mall
(114,450 sf) from the Rest of Central and Outside Central
Area sub-markets.

Potential Retail Supply: 2013 - 2016


NLA (mil sf)
2.5
2.0
1.5
1.0
0.5
0.0

2014

2013

Orchard Road

Downtown Core

Rest of Central

2015

Fringe Area

Suburban

2016

Source: URA / CBRE Research

44
Mapletree Commercial Trust

Annual Report 2012/13

3.2 Demand

Supported by positive indicators of consumer spending
and healthy visitor arrivals in 2012, retail occupier demand
continued to grow especially from the fast fashion and food
& beverage (F&B) industries. European retailers continued
to be a major player in the Orchard Road retail scene, with
Korean and Japanese brands following suit. While such
potential tenants continued to seek large and flexible retail
floor plates, majority of the new F&B outlets are located in
non-shopping mall lifestyle destinations as well as in niche
shop-house locations.

The Singapore Tourist Board reported a 9.1% y-o-y growth


with visitor arrivals for 2012 hitting 14.37 million. Tourism
receipts reached $23.0 billion in 2012, a growth of 3.0%
y-o-y. This is expected to moderate to between 3.0% to
4.0% annually over the next decade while tourism receipts
are expected to grow between 4.0% to 6.0% annually
over the same period. Excluding the sales of motor vehicles,
nominal retail sales for March 2013 displayed a decline of
0.5% m-o-m and a growth of 1.2% y-o-y. This is mainly
attributed to the higher sales during the Chinese New Year
holiday which was in February 2013.

Following the positive 53,800 sf net absorption recorded


for the full year of 2012, net absorption for Q1 2013 for
the private retail market as tracked by URA was recorded
at -215,000 sf. This negative net absorption caused a
compression in the island-wide private retail occupancy rate
q-o-q by 0 basis points percentage points to 93.1%.

Retail leasing demand should remain relatively steady in


2013, particularly from international fast fashion retailers
and F&B start-ups. Retailers will continue to focus on growth
opportunities but at a more moderate pace and on a more
strategic basis than in previous quarters.

Consolidation of operations has also been observed to be


on the business decisions of some retailers who have been
on the expansion mode for the previous years. Consumer
confidence, however, should remain positive due to the
healthy domestic economy and rising household incomes
and spending power. Nominal retail sales are expected to
remain in a positive growth territory but at a lower rate
going forward.

Visitor Arrivals & Retail Sales Index


(Excluding Motor Vehicles)
16,000,000

160

14,000,000

140

12,000,000

120

10,000,000

100

8,000,000

80

6,000,000

60

4,000,000

40

2,000,000

20

0
2005

2006

Tourist arrival

2007

2008

2009

Retail sales Index (excluding motor vehicles)

2010

2011

2012

Source: Singapore Tourist Board /


Department of Statistics

45
Annual Report 2012/13

Mapletree Commercial Trust

Singapore Office and


Retail Market Overview
By CBRE Pte. Ltd. 8 June 2013

Island-wide Office: Net Supply, Net Absorption & Vacancy Rate


NLA (000 sf)
800

8%

600

6%

400

4%

200

2%

0%

Net New Supply

New Absorption

Vacancy Rate (Islandwide)

Q1 2013

Q4 2012

Q3 2012

Q2 2012

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Q4 2010

Q3 2010

Q2 2010

Q1 2010

Q4 2009

Q3 2009

Q2 2009

Q1 2009

Q4 2008

-4%
Q3 2008

-400
Q2 2008

-2%

Q1 2008

-200

Source: URA / CRE Research

3.3 Rents

Relatively subdued nominal retail sales have weighed down
the rental market. To boost activity, there has been a series
of asset enhancement initiatives undertaken by several
of the large Orchard Road malls in the last two years.
In addition, ION Orchard, Orchard Central and 313 Orchard
have taken advantage of their lease renewal period since
their commencement to reposition themselves in the market.
As a result of renewals, the average rents for prime Orchard
Road has risen by 1.9% q-o-q to reach $32.20 psf/month
in Q1 2013. This is after nine months of static rents in this
market. For the past 12 months, average prime Suburban
rents stayed at $29.75 psf/month.

3.4 Retail Outlook


While Singapore continues to enjoy tourism growth,
it is expected to remain in the spotlight for international
brands seeking exposure to consumers in the region.
Retail occupancy costs in Singapore are still lower as
compared to other Asian cities like Hong Kong, Shanghai,
Beijing and Tokyo, which provide confidence for the retailers
to establish in the market. Leading indicators have shown
that retail sales and business sentiments continued to be
positive. That said the retail market might be affected by
the strength of the Singapore dollar and further exacerbated
by the current labour crunch faced by the service industry.

In the tourist-dependent prime Orchard Road market,


average rents are expected to hover at the same levels
in 2012. Orchard Road will always remain the prime
shopping belt, with a critical mass of shopping centres
located in the heart of the city and well served by hotels.
As a result, major international and luxury brands still prefer
to be located along this shopping belt.

Although driven by different spending habits the suburban


retail market remains active. The upcoming suburban malls
are typically located within residential catchments and near
to major transport infrastructure, allowing them to draw
on regular customers who frequent the malls for their
daily necessities and services. Supported by relative strong
interest from retailers, suburban average rents are expected
to remain stable.

From the chart on page 47, it is clearly illustrated that


the rent premium of Orchard Road sub-market over the
Suburban sub-market has compressed significantly over the
past three years. Orchard Road rents have been correcting
since Q3 2008 following the Sub-prime crisis and onslaught
of retail supply. On the other hand, the Suburban sub-market
has shown its resilience over the past years with minimal
fluctuations as they are not highly dependent on the tourism
market and are well supported by their respective residential
catchment areas.

46
Mapletree Commercial Trust

Annual Report 2012/13

Prime Retail Rents


50

140

45

120

40

100

35
30

80

25
20

60

15

40

10
20

Orchard Road

Suburban

URA Rental Index

Qualifying Clause
This Report is subject to the following limiting conditions:

The opinions, estimates and information given herein or


otherwise in relation hereto are made by CBRE and affiliated
companies in their best judgment, in the utmost good faith
and are as far as possible based on data or sources which
they believe to be reliable in the context hereto.

Where it is stated in the Report that information has been


supplied to CBREs by another party, this information is
believed to be reliable by CBRE. Other information is derived
from sources which we believe to be reliable to the best of
our ability. We can accept no responsibility if this should
prove not to be so.

Notwithstanding this, CBRE disclaims any liability in respect


of any claim that may arise from any errors or omissions,
or from providing such advice, opinion, judgment or
information.

All rights are reserved. No part of this report may be


reproduced, stored in a retrieval system, or transmitted,
in any form or by any means, electronic, mechanical,
photocopying, recording, or otherwise, without the prior
written permission of CBRE.

Q1 2013

Q4 2012

Q3 2012

Q2 2012

Q1 2012

Q4 2011

Q3 2011

Q2 2011

Q1 2011

Q4 2010

Q3 2010

Q2 2010

Q1 2010

Q4 2009

Q3 2009

Q2 2009

Q1 2009

Q4 2008

Q3 2008

Q2 2008

Q1 2008

Source: URA / CBRE Research

The content of this report is for information only and should


not be relied upon as a substitute for professional advice,
which should be sought from CBRE prior to acting in reliance
upon any such information.

47
Annual Report 2012/13

Mapletree Commercial Trust

Structure of Mapletree Commercial Trust

Mapletree Commercial Trust Management


Ltd. is the manager of MCT (Manager).
The Manager has general powers of
management over the assets of MCT.
The Managers main responsibility is to manage
MCTs assets and liabilities for the benefit of
Unitholders. The Manager will set the strategic
direction of MCT and give recommendations
to the Trustee on the acquisition, divestment,
development and/or enhancement of the
assets of MCT in accordance with its stated
investment strategy. The Manager is a whollyowned subsidiary of the Sponsor.

Mapletree Commercial Property Management


Pte. Ltd. is the property manager of MCT
(Property Manager). The Property Manager
is responsible for providing property
management, lease management, project
management, marketing and administration of
property tax services for the properties in MCTs
portfolio. The Property Manager is a whollyowned subsidiary of the Sponsor.
The following diagram illustrates the
relationship between MCT, the Manager,
the Property Manager, the Trustee and the
Unitholders.

Unitholders
Ownership of Units

Management
Services

Manager
Management Fees

Mapletree
Commercial
Trust

Ownership of Assets

Property
Management
Services

Property
Manager
Property
Management Fees

Distributions

Trustees Fees

Trustee
Acts on behalf
of Unitholders

Net Property Income

VivoCity
MLHF
PSAB
Mapletree Anson

48
Mapletree Commercial Trust

Annual Report 2012/13

Organisation Structure

Mapletree Commercial Trust Management Ltd.

Board of Directors
Mr Tsang Yam Pui (Chairman and Non-Executive Director)
Ms Seah Bee Eng @ Jennifer Loh (Independent Director)
Mr Michael George William Barclay (Independent Director)
Mr Samuel N. Tsien (Independent Director)
Mr Tan Chee Meng (Independent Director)
Mr Hiew Yoon Khong (Non-Executive Director)
Mr Wong Mun Hoong (Non-Executive Director)
Ms Amy Ng Lee Hoon (Executive Director and Chief Executive Officer)

Chief Executive Officer


Ms Amy Ng Lee Hoon

Joint Company Secretaries


Mr Wan Kwong Weng
Ms See Hui Hui

Chief Financial Officer


Ms Loke Huey Teng

Co-Head,
Asset Management/
Investments

Director,
Investor Relations
Mr Koh Wee Leong

Mr Chan Tuck Kay


Mr Chapman Seah Yen Kwei
finance managers
Ms Seet Li Nah
Ms Carina Leong
Asset managers
Ms Goh Peck Cheng
Ms Michelle Lam
Mr Phang Yi Liang

49
Annual Report 2012/13

Mapletree Commercial Trust

Strategy

Key Strategies

Disciplined
Capital and Risk
Management

commercial

Value Creation
through
Active Asset
Management

Acquisition Growth

Key Objectives
The Managers key objectives are to provide
unitholders of MCT with an attractive rate of
return through regular and stable distributions
and to achieve long-term growth in distribution
per unit and net asset value per unit, while
maintaining an appropriate capital structure
for MCT.
Value Creation through
Active Asset Management
The Managers strategy for organic growth is to
actively manage the portfolio and foster strong
relationships with tenants. Through such active
asset management, the Manager seeks to
maintain high tenant retention and occupancy
levels and achieve stable rental growth.
The Manager will also seek to improve
efficiency and reduce costs through various
aspects of its operations.

The Manager aims to improve the performance


of the properties through the following
measures:
Improving rentals while maintaining high
occupancy rates;
Optimising the tenant mix, particularly for
the retail portfolio;
Implementing innovative marketing
concepts to improve shopper traffic and
tenant sales in the retail portfolio;
Attracting new office tenants and
exploring expansion needs of existing
office tenants in the precincts;
Maximising yield and productivity through
optimal use of space and selective asset
enhancement; and
Improving operational efficiency and
reducing costs.

50
Mapletree Commercial Trust

Annual Report 2012/13

Acquisition Growth
The Manager will pursue opportunities for asset
acquisitions that will provide attractive cash
flows and yields relative to MCTs weighted
average cost of capital, and opportunities for
future income and capital growth.
In evaluating acquisition opportunities for
MCT, the Manager will focus primarily on the
following investment criteria:
Yield thresholds;
Location;
Asset enhancement potential;

Disciplined Capital and Risk Management


The Manager will endeavour to:
Maintaining a strong balance sheet;
Employing an appropriate mix of debt and
equity in financing acquisitions;
Securing diversified funding sources to
access both financial institutions and
capital markets;
Optimising its cost of debt financing; and
Adopting appropriate interest rates
hedging strategies to minimise exposure
to market volatility.

Building and facilities specification; and


Tenant mix and occupancy characteristics.
The Manager intends to hold the properties
it acquires on a long-term basis. However,
in the future, where the Manager considers
that any property has reached a stage that
offers limited scope for further growth,
the Manager may consider selling the property
and using the proceeds for other uses such as
alternative investments in properties that meet
its investment criteria.

51
Annual Report 2012/13

Mapletree Commercial Trust

Board of Directors

Michael George William Barclay


Independent Director
Tsang Yam Pui
Chairman and Non-Executive Director

Seah Bee Eng @ Jennifer Loh


Independent Director

Samuel N. Tsien
Independent Director

52
Mapletree Commercial Trust

Annual Report 2012/13

Wong Mun Hoong


Non-Executive Director
Tan Chee Meng
Independent Director

Hiew Yoon Khong


Non-Executive Director

Amy Ng Lee Hoon


Executive Director and Chief Executive Officer

53
Annual Report 2012/13

Mapletree Commercial Trust

Board of Directors

Tsang Yam Pui


Chairman and Non-Executive Director

Seah Bee Eng @ Jennifer Loh


Independent Director

Mr Tsang Yam Pui is the Chairman and a


Non-Executive Director of the Manager.

Ms Seah Bee Eng @ Jennifer Loh is the


Chairman of the Audit and Risk Committee
and an Independent Director of the Manager.

Mr Tsang is also a Non-Executive Director and


a Member of the Audit and Risk Committee of
the Sponsor.
Mr Tsang is currently an Executive Director
and a member of the Executive Committee
of NWS Holdings Ltd, a leading infrastructure
and services company listed on the Hong Kong
Stock Exchange. He is also the Vice Chairman
and Director of New World First Bus Services
Limited and Citybus Limited and a Director of
New World First Bus Services (China) Limited
and New World First Ferry Services Limited.
In addition, Mr Tsang is the Vice Chairman
of China United International Rail Containers
Co., Limited, a joint venture with a commercial
arm of the Ministry of Railways in the Peoples
Republic of China.
Before Mr Tsangs appointment with NWS
Holdings Ltd in 2004, he served in the Hong
Kong Police Force for 38 years where he held
many key appointments before retiring as its
Commissioner in 2003.
For his distinguished public service, Mr Tsang
was awarded the Gold Bauhinia Star (Hong
Kong SAR), the Order of the British Empire,
the Queens Police Medal, the Colonial
Police Medal for Meritorious Service,
the Commissioners Commendation and the
Hong Kong SAR Police Long Service Medal.

Mrs Loh worked with the CapitaLand group


from 1991 until she retired in 2007. She was
the Chief Financial Officer of CapitaLand
Residential Limited from 2000 to 2003 and
was responsible for the financial management
of the company and its subsidiaries.
From 2004 until her retirement in 2007,
Mrs Loh continued to work in the CapitaLand
group as Senior Vice President on a part-time
basis, with responsibility over various portfolios
including Group Tax and Corporate Services
and oversight over its investment in Australia.
During her stint with the CapitaLand group,
Mrs Loh also sat on the boards of subsidiaries,
associates and joint venture companies of
the CapitaLand group, including companies
listed on the stock exchanges in Singapore,
Malaysia and Australia. Mrs Loh had also
served as Member of the Accounting Standards
Committee of the Institute of Certified Public
Accountants of Singapore.
Mrs Loh graduated from the University of
Singapore with a Bachelor of Accountancy
(Honours II) degree and also qualified as a
Chartered Accountant in Australia. She is a
non-practising member of the Institute of
Certified Public Accountants of Singapore and
a Chartered Accountant with the Institute of
Chartered Accountants in Australia.

54
Mapletree Commercial Trust

Annual Report 2012/13

Michael George William Barclay


Independent Director

Samuel N. Tsien
Independent Director

Mr Michael George William Barclay is an


Independent Director and a Member of the
Audit and Risk Committee of the Manager.

Mr Samuel N. Tsien is an Independent Director


and a Member of the Audit and Risk Committee
of the Manager.

Mr Barclay is currently the Executive Director


and Chief Executive Officer of Sentosa
Development Corporation where he oversees
all aspects of business for the Sentosa Leisure
Group, which includes Sentosa Leisure
Management, the Mount Faber Leisure Group,
the Sentosa Golf Club and Sentosa Cove.
Mr Barclay is also a member of the Board of
Directors of Sentosa Cove Resort Management
Pte. Ltd., Sentosa Leisure Management Pte.
Ltd., Singapore Tourism Board and the Changi
Airport Group.

Mr Tsien is currently the Group Chief


Executive Officer of Oversea-Chinese Banking
Corporation Limited (OCBC). He is also a
member of the board of directors of various
companies in the OCBC group of companies.

Before Mr Barclay joined Sentosa Development


Corporation in 2008, he was the Regional
Vice President for the Asia Pacific region with
the International Air Transport Association
(IATA). Prior to joining IATA, he was the Chief
Executive Officer of SilkAir. During his 13-year
stint with Singapore Airlines, Mr Barclay held
various assignments.
Mr Barclay holds a Bachelor of Arts degree and
a Masters of Science (Engineering) degree from
the University of Leeds, UK. He also completed
the Advanced Management Programme at
Harvard Business School, USA in 2005.

Prior to his current appointment, he was the


Senior Executive Vice President and Global
Head, Global Corporate Bank at OCBC with
worldwide responsibilities for all corporate and
commercial customer relationships. He also
oversaw the Global Financial Institutions and
Transaction Banking divisions of OCBC.
Before Mr Tsien joined OCBC in 2007, he was
the President and Chief Executive Officer
of Bank of America (Asia) Ltd. from 1995 to
2006 and subsequently, the President and
Chief Executive Officer of China Construction
Bank (Asia) Corporation Ltd., when China
Construction Bank Corporation acquired
Bank of America (Asia) Ltd.. He was also
the Chairman of its Executive Committee,
and concurrently Executive Vice President
and the Asia Commercial and Consumer
Banking Group Executive of Bank of America
Corporation, based in Hong Kong. Mr Tsien
had also held various other senior management
roles in corporate banking, retail banking and
risk management at Bank of America in Hong
Kong and San Francisco.
Prior to relocating to Singapore in 2007,
Mr Tsien was, by appointment of the
Government of Hong Kong, a member of the
Insurance Advisory Committee, the Securities
and Futures Appeals Tribunal, the Banking
Advisory Committee and a director of the
board of Hong Kong Cyberport Management
Company Ltd, a company wholly-owned by
the Government of Hong Kong to develop
information technology infrastructure. He was
also the Chairman of the Hong Kong Institute
of Bankers.
Mr Tsien holds a Bachelor of Arts (Honours) in
Economics from the University of California,
Los Angeles, USA.

55
Annual Report 2012/13

Mapletree Commercial Trust

Board of Directors

Tan Chee Meng


Independent Director

Hiew Yoon Khong


Non-Executive Director

Mr Tan Chee Meng, Senior Counsel, is an


Independent Director of the Manager.

Mr Hiew Yoon Khong is a Non-Executive


Director of the Manager.

Mr Tan is currently the Deputy Managing Partner


of WongPartnership LLP. He is also a member
of the Singapore International Arbitration
Centre and a Fellow of the Singapore Institute
of Arbitrators, and is on both their Main Panels
of Arbitrators. In addition, he is a member of
the Board of Directors of Singapore Power
Limited, SPI (Australia) Assets Pty Ltd, Urban
Redevelopment Authority, Jurong Town
Corporation and WOPA Services Pte Ltd.
He also sits on the Board of Governors of
St Gabriels Foundation as well as on the
Board of Directors of All Saints Home. He is
also the Chairman of the School Management
Committee of Assumption English School.

Mr Hiew has also been the Executive Director


and Group Chief Executive Officer of the
Sponsor since 2003.

Before Mr Tan joined WongPartnership in


2007, Mr Tan was an engineer with the then
Public Works Department from 1981 to 1984.
He was the Deputy Senior State Counsel in
the Attorney-Generals Chambers and Deputy
Director at the Commercial Affairs Department
from 1987 to 1993. Mr Tan practised in another
law firm from 1993 to 2007.
Mr Tan holds a Bachelor degree (First Class
Honours) in Engineering from the University of
Canterbury of New Zealand, a Bachelor of Law
degree from National University of Singapore
and a Master of Laws (First Class Honours)
from the University of Cambridge. He has
consistently been recognised as a leading lawyer
in the construction and dispute resolution fields
in publications such as The Asia Pacific Legal
500 -The Guide to Asias Commercial Law
Firms, Best Lawyers International: Singapore
and Law Business Research Whos Who Legal:
The International Whos Who of Business
Lawyers.

In addition, he is a Director of Mapletree


Logistics Trust Management Ltd. (the manager
of Mapletree Logistics Trust), of Mapletree
Industrial Trust Management Ltd. (the manager
of Mapletree Industrial Trust) and of Mapletree
Greater China Commercial Trust Management
Ltd. (the manager of Mapletree Greater China
Commercial Trust).
From 2003 to 2011, Mr Hiew was concurrently
Senior Managing Director (Special Projects) in
Temasek Holdings (Private) Limited. From 1996
to 2003, Mr Hiew held various senior positions
in the CapitaLand group of companies,
including the positions of Chief Financial Officer
of the CapitaLand group and Chief Executive
Officer of CapitaLand Commercial Limited and
CapitaLand Financial Limited. Prior to joining
the CapitaLand group, he held various positions
in the areas of corporate finance, management
consultancy and project financing over a
10-year period.
Mr Hiew holds a Master of Arts degree in
Economics from the University of Warwick as
well as a Bachelor of Arts degree in Economics
from the University of Portsmouth.

56
Mapletree Commercial Trust

Annual Report 2012/13

Wong Mun Hoong


Non-Executive Director

Amy Ng Lee Hoon


Executive Director and Chief Executive Officer

Mr Wong Mun Hoong is a Non-Executive


Director of the Manager.

Ms Amy Ng Lee Hoon is both an Executive


Director and the Chief Executive Officer of the
Manager.

Mr Wong is currently the Group Chief Financial


Officer and a member of the Executive
Management Committee of the Sponsor. He is
responsible for Finance, Tax, Treasury, Private
Funds & Investor Relations, Risk Management
and Information System & Technology of the
Mapletree group. In addition, he is a Director
of Mapletree Logistics Trust Management Ltd.
(the manager of Mapletree Logistics Trust),
Mapletree Industrial Trust Management Ltd.
(the manager of Mapletree Industrial Trust)
and CapitaLand Township Development Fund
Pte. Ltd..
Mr Wong had over 14 years of investment
banking experience in Asia before he joined
the Sponsor. He was with Merrill Lynch & Co.
for 10 years immediately prior to joining the
Sponsor, where he worked in Singapore, Hong
Kong and Tokyo. He was a Director and the
Head of its Singapore Investment Banking
Division prior to leaving Merrill Lynch & Co. in
late 2005.
Mr Wong graduated with a Bachelor of
Accountancy (Honours) degree from the
National University of Singapore in 1990.
He is a non-practising member of the Institute
of Certified Public Accountants of Singapore.
He also holds the professional designation
of Chartered Financial Analyst from the CFA
Institute of the United States. He attended the
Advanced Management Programme at INSEAD
Business School.

In addition, Ms Ng is the director of Mapletree


Commercial Trust Treasury Company Pte. Ltd.,
a subsidiary of Mapletree Commercial Trust.
Ms Ng was the Chief Executive Officer of
the Sponsors Singapore Investments unit
before the listing of MCT. She was responsible
for the Sponsors commercial portfolio
in Singapore where she also headed the
Sponsors Marketing, Property Management
and Development Management departments
in Singapore.
Ms Ng held various appointments in the
CapitaLand group over a 13-year period.
Ms Ng was a Managing Director of CapitaLand
Financial Limited (CFL), where she was
responsible for the management of CapitaLand
AIF which invested in publicly listed and unlisted
real estate securities across Asia and Japan.
She also managed a portfolio of commercial
assets in Singapore under a private fund
structure and was responsible for originating
and structuring new real estate private equity
funds investing in Vietnam and India. Ms Ng
headed the investment team of CapitaLands
Singapore residential business before she was
moved to CFL. Before that she was seconded
to a joint venture between ING Real Estate and
CapitaLand Limited to set up the latters first
real estate private equity fund management
platform I.P. Real Estate Asset Management
(Asia) Pte Ltd. Ms Ng was in charge of
investments for I.P. Property Fund Asia which
invested in Singapore, Thailand, Malaysia and
Hong Kong.
During her tenure with the CapitaLand group,
Ms Ng also held directorships in the exempt
fund managers of various private equity real
estate funds under the CapitaLand group.
Ms Ng holds a Bachelor of Arts degree from the
National University of Singapore and a Master
of Business Administration from the University
of Surrey, UK. She also attended the Executive
Development Programme at Wharton Business
School in 2007.

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Management Team

Standing, from left to right:


Seet Li Nah, Senior Manager, Finance
Michelle Lam, Manager, Investments & Asset Management
Chapman Seah, Co-Head, Asset Management/Investment
Carina Leong, Manager, Finance
Chan Tuck Kay, Co-Head, Asset Management/Investment
Goh Peck Cheng, Vice President, Investments & Asset Management
Loke Huey Teng, Chief Financial Officer

Seated, from left to right:


Koh Wee Leong, Director, Investor Relations
Amy Ng, Chief Executive Officer
Phang Yi Liang, Manager, Asset Management

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Mapletree Commercial Trust

Management Team

Amy Ng Lee Hoon


Chief Executive Officer
Ms Amy Ng Lee Hoon is the Chief Executive
Officer (CEO) of the Manager.
Ms Ng is also the Executive Director of the
Manager. Please refer to her profile under
the Board of Directors section of this Annual
Report.

Finance Team
The Finance team is responsible for the
financial, accounting and management
reporting of the MCT Group and its portfolio
of assets as well as tax and treasury matters
including the implementation of an appropriate
capital management strategy for MCT.

Loke Huey Teng


Chief Financial Officer
Ms Loke Huey Teng is the Chief Financial Officer
of the Manager. She has served in different
roles within the Mapletree Group since she
joined in May 2004.
Prior to this, Ms Loke was the Chief
Financial Officer of Mapletree Industrial Trust
Management Ltd. (the manager of Mapletree
Industrial Trust). From 2007 to 2010, she held
various positions in the Sponsors Industrial
and Singapore Investments Business Units
overseeing finance, accounting, corporate
finance and treasury activities. Before this,
she was the Deputy Chief Financial Officer/Vice
President (Corporate Finance) of Mapletree
Logistics Trust Management Ltd. and was
primarily responsible for the corporate finance
function and oversight of the finance and
accounting functions of Mapletree Logistics
Trust Management Ltd. following the public
listing of Mapletree Logistics Trust.
Ms Loke was with PSA Corporation Limited
from 1998 to 2004 where she held various
appointments, including Deputy Regional
Manager of its International Business Division.
Ms Loke was with the Budget Division of the
Ministry of Finance, Singapore, from 1995 to
1998 where her last held position was Assistant
Director. She holds a Bachelor of Accountancy
(Second Class Upper Honours) degree from the
Nanyang Technological University, Singapore.

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Seet Li Nah
Senior Manager, Finance
Ms Seet Li Nah is the Senior Manager, Finance
of MCT.
Prior to joining the Manager, Ms Seet worked
in Straits Trading Company Limited as AVP,
Finance Groups reporting division. Ms Seet
has over 17 years of experience in financial
and management reporting and project
management working for Millennium &
Copthorne International Limited, Yeo Hiap
Seng Limited and other organisations.
M s S e e t h o l d s a A C C A p ro f e s s i o n a l
qualification. She is also a non-practising
member of the Institute of Certified Public
Accountants in Singapore.

Carina Leong Sok Fun


Manager, Finance
Ms Carina Leong Sok Fun is the Manager,
Finance of MCT.
Prior to joining the Manager, Ms Leong
served as Finance Manager of Jones Lang
LaSalle, Facilities Management Division from
year 2010 to 2012. Ms Leong has over 13
years of experience in financial and project
management working for United Overseas
Bank, AIG, Prudential Asset Management and
other organisations.
Ms Leong holds a ACCA professional
qualification and a Master of Business
Administration from the University of
Birmingham, UK. She is a fellow member of the
Association of Chartered Certified Accountants,
non-practicing member of the Institute of
Certified Public Accountants of Singapore and
member of Chartered Management Institute.

Asset Management and


Investment Team
The Asset Management and Investment
team is responsible for formulating and
implementing the business plans for MCTs
properties with a view to maximising their
rental income and minimising the expense
base without compromising their marketability.
This involves working closely with the Property
Management team in the execution of MCTs
property-related strategies including analysing
and recommending asset enhancement
initiatives. The team is also responsible for
identifying, researching and evaluating
potential acquisitions or divestments with a
view to enhancing MCTs portfolio and returns
to Unitholders.

Chan Tuck Kay


Co-Head, Asset Management/Investments
Mr Chan Tuck Kay is the Co-Head, Asset
Management/Investments of the Manager.
Prior to joining the Manager, Mr Chan was the
Vice President of Asset Management for the
Sponsors Singapore Investments unit where
he was responsible for the management of a
portfolio of properties in Singapore. He was
also a member of the team who successfully
listed Mapletree Logistics Trust in July 2005.
Prior to joining the Sponsor, Mr Chan served
as Marketing Manager with Suntec City
Development Pte Ltd from 1994 to 2000. From
1981 to 1994, Mr Chan was with the Property
Division of United Overseas Bank Limited.
He was a member of the banks development
project team whose landmark projects include
UOB Plaza 1 and Plaza 2. Mr Chan started his
career with the Inland Revenue Authority of
Singapore in 1980.
Mr Chan holds a Bachelor of Science degree
in Estate Management from the University
of Singapore as well as a Master of Arts in
Marketing Management from the University of
Hull. His other professional affiliations include
memberships of the Singapore Institute of
Surveyors and Valuers, Marketing Institute of
Singapore, Institute of Marketing (UK) and the
Singapore Institute of Management.

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Management Team

Chapman Seah Yen Kwei


Co-Head, Asset Management/Investments
Mr Chapman Seah Yen Kwei is the Co-Head,
Asset Management/Investments of the
Manager.
Mr Seah has over 12 years of real estate
experience including property investment,
asset management, finance and research.
Prior to joining the Manager, Mr Seah was the
Vice President of Asset Management of the
Sponsors Singapore Investments unit where
he was responsible for investments and asset
management of commercial properties in
Singapore. Before this, Mr Seah was the Senior
Manager (Financial Products) of the Sponsors
Financial Products Division, responsible for the
management of a pan-Asian private equity
fund, the Mapletree Real Estate Mezzanine
Fund I Limited.
Prior to joining the Sponsor in June 2005,
Mr Seah served as the Investment and Research
Manager of ARA Trust Management (Suntec)
Limited, the manager of Suntec REIT, where he
was involved in investments, corporate finance
and research. Mr Seah was also part of the
team who successfully listed Suntec REIT on the
Main Board of the SGX-ST in December 2004.
From 2002 to 2004, Mr Seah was a banker with
the corporate and investment banking division
(real estate) of DBS Bank Ltd. He started his
career as a research analyst with Pidemco
Land Limited (which was subsequently merged
with DBS Land Limited to form CapitaLand
Limited) in 1999. Mr Seah holds a Bachelor
of Engineering (Civil) degree (First Class
Honours) from the University of Birmingham,
United Kingdom.

Goh Peck Cheng


Vice President, Investments &
Asset Management
Ms Goh Peck Cheng is the Vice President,
Investments & Asset Management of the
Manager. She was part of the team that
launched MCT in 2011.
Prior to joining the Manager, Ms Goh held
asset management and investment positions
in Mapletree Logistics Trust Management Ltd.
(the manager of Mapletree Logistics Trust),
where she was responsible for managing the
Trusts logistics portfolio as well as sourcing
and evaluating new acquisition opportunities.
She has over 15 years of real estate experience
including asset management, property
investment, and lease management. Ms Goh
obtained a Bachelor of Science degree (Estate
Management) with Honours from the National
University of Singapore.

Michelle Lam
Manager, Investments & Asset Management
Ms Michelle Lam is the Manager, Investments
& Asset Management of the Manager,
having joined the team in 2012.
Prior to joining the Manager, Michelle held
asset management and property tax positions
under the Sponsors Singapore Commercial
Business Unit where she was responsible for
asset management and property tax, Mapletree
Logistics and Mapletree Industrial Business
Units in Singapore. Michelle holds a Bachelor of
Science degree (Real Estate) from the University
of Reading, UK.

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Phang Yi Liang
Manager, Asset Management

Wan Kwong Weng


Joint Company Secretary

Mr Phang Yi Liang is the Manager, Asset


Management of the Manager. He was part of
the team that launched MCT in 2011.

Mr Wan Kwong Weng is the Joint Company


Secretary of the Manager. He is also the
Group General Counsel of the Sponsor,
where he takes charge of all legal and corporate
secretarial matters.

Prior to joining the Manager, Mr Phang held


asset management and investment positions
under the Sponsors Singapore Investments
unit where he was responsible for asset
management and evaluating potential
commercial investments and development
opportunities in Singapore. Mr Phang holds a
Bachelor of Science degree (Real Estate) from
the National University of Singapore.

Koh Wee Leong


Director, Investor Relations
Mr Koh Wee Leong is the Director, Investor
Relations of the Manager. He is responsible for
facilitating communications and liaising with
Unitholders.
Prior to joining the Manager, Mr Koh was
with the CapitaLand group. From 2007 to
2011, he held various positions at CapitaLand
Financial Limited and CapitaValue Homes
Limited. His responsibilities included evaluating
and executing investments in real estate and
financial products in various countries as well
as structuring, marketing and managing private
equity real estate funds.
From 2005 to 2007, Mr Koh was with KPMG
Business Advisory where he carried out projects
in business advisory, corporate finance,
project finance and project management.
He started his career in the Singapore Economic
Development Board in 2002.
Mr Koh has a Bachelor of Engineering from the
National University of Singapore and a Master
of Science from the Nanyang Technological
University.

Prior to joining the Sponsor in 2009, Mr Wan


was Group General Counsel Asia at Infineon
Technologies for 7 years, where he was a key
member of its Asia Pacific management team.
He started his career as a litigation lawyer
with one of the oldest law firms in Singapore,
Wee Swee Teow & Co., and was subsequently
with the Corporate & Commercial/Private
Equity practice group of Baker & Mackenzie in
Singapore and Sydney.
Mr Wan has an LL.B. (Honours) (Newcastle
upon Tyne), where he was conferred the
Wise Speke Prize, as well as an LL.M. (Merit)
(London). He also attended INSEAD Asia
International Executive Programme. He is called
to the Singapore Bar, where he was conferred
the Justice FA Chua Memorial Prize, and is also
on the Rolls of Solicitors (England & Wales).

See Hui Hui


Joint Company Secretary
Ms See Hui Hui is the Joint Company Secretary
of the Manager as well as Vice President,
Legal of the Sponsor.
Prior to joining the Sponsor in 2010, Ms See
was in the Corporate/Mergers & Acquisitions
practice group of WongPartnership LLP, one of
the leading law firms in Singapore. She started
her career as a litigation lawyer with Tan Kok
Quan Partnership.
Ms See holds an LL.B (Honours) from the
National University of Singapore, and is
admitted to the Singapore Bar.

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Property and Development


Management Teams

Left page.
Standing from left to right:
Angela Keng, Director, Marketing
Lilian Chin, Senior Manager, Lease Management
Chay Pui Leng, Vice President, Marketing
Sharon Cheng, Manager, Lease Management
Seated from left to right:
Jacqueline Hegan Tan, Manager, Marketing Communications
Adelyn Tan, Manager, Marketing
Chang Yeng Cheong, Deputy Head, Marketing Communications
Pauline Loh, Senior Manager, Marketing
Jaylyn Ong, Deputy Head, Retail Marketing

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Right page.
Standing from left to right:
Abdul Kalam bin Muhamed, Senior Manager, Property Management
Lim Woon Yong, Manager, Marketing Communications
Sun Whye Yuen, Manager, Tenancy Design
Joanna Lee, Head, Retail Management
Seated from left to right:
Lau Siew Heh, Director, Development Management
Ricky Soh, Manager, Property Management
Gilbert Tan, Director, Property Management
Ivan Lek, Manager, Property Management
Joseph Goh, Vice President, Development Management

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Sustainability Report

The Manager is committed to the


sustainable development of its
business, the environment as well
as the well being of its stakeholders
and the communities in which it
operates in.
1
ENVIRONMENTAL SUSTAINABILITY
Buildings Towards a Greener Future
The Manager places great emphasis on
improving the operation efficiency and
reducing operating costs at its properties.
To achieve these objectives, one key focus
area is ensuring MCTs properties are
environmentally sustainable.
In recognition of their environmentally
sustained features, MLHF and ARC have
already been certified BCA Green Mark (Gold)
by the Building and Construction Authority
of Singapore. Work has also been in progress
over the past few years for VivoCity to qualify
for a Green Mark certification. A wide variety
of improvements were made to the mall in
both equipment and operations, culminating
in VivoCity being awarded a BCA Green Mark
Award (Gold) in March 2013. Some of the
features include:
Upgrading of chiller plants and cooling
towers to improve the efficiency of the
air-conditioning system;
Improved monitoring and control systems to
monitor performance and better control to
optimise use of water and electricity;
Use of energy efficient lighting fixtures to
reduce electricity consumption; and
Use of water efficient features to reduce
water consumption.
In addition, when evaluating Mapletree
Anson as a potential acquisition by MCT,
a key consideration was its environmentally
sustainable features which had made it one of
the first buildings in Singapore to be certified
BCA Green Mark (Platinum). The certification
fits in well with the increasing focus on
environmentally sustainable premises by a
good portion of MNCs.
Spearheading Green Initiatives
The Manager and the Sponsor have joined
forces to undertake a series of initiatives to

spur a green mindset amongst its various


stakeholders (employees, shoppers, tenants
and business partners). The Manager, together
with the Sponsor, have actively promoted
resource and energy efficiency through its
participation in the Earth Day Networks Earth
Day on 22 April 2012. VivoCity and ARC
together with participating tenants did their
part to increase awareness and appreciation of
the Earths environment. The air-conditioning
in both malls were increased by 0.5C to 1C
and all water features were switched off to
reduce consumption. Participating tenants also
reduced the amount of lighting used within
their stores.
ARC also held a Green Living Festival from
the 1 to 3 June 2012. The event was aimed at
creating awareness and educating the public
as well as school children on how individuals
can contribute to living green at work and in
school. A number of eco-green products and
interactive activities were made available for
shoppers visiting the mall during the three-day
event.
To further demonstrate its commitment
towards env i ronmental s us tai n abilit y,
the Manager has opted to use environmentally
friendly paper for the production of this
Annual Report. In addition, printed copies of
the annual report will be made available only
upon request.
COMMUNITY ENGAGEMENT
Tenant Engagement
The Manager works closely with tenants at the
malls to maintain a high level of service quality.
VivoCity has been conducting monthly Service
Excellence Workshops as an in-house induction
programme for new employees at the mall
from both tenants and centre management.
The programme focuses on VivoCitys
Service Excellence initiatives, service delivery
Dos and Donts and mystery audit criteria.

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2
It also includes a VivoCity tour that highlights
key amenities, facilities and unique features.
Each participant of the workshop is given a
Service Excellence handbook which provides
practical tips and real-life examples of handling
customers. The handbook was created with
input from tenants employees and staff of
VivoCitys Centre Management Office.
Additional training for the tenants is also
conducted where there is a specific need.
With the Lemon Law taking effect in
Singapore from 1 September 2012, the Manager
arranged for a seminar to educate the tenants
at VivoCity. Mr Raymond Fong from the
Singapore Institute of Retail Studies was invited
to conduct a briefing on the Lemon Law,
good business practices and, more importantly,
how to manage customers feedback and
complaints effectively.
As part of tenant engagement, regular
networking sessions are also conducted
with MCTs tenants. This provides a valuable
source of feedback to the Manager on its
performance as a landlord and also enables
more interaction between landlord and tenant.
Some networking events held in the past
year include:
VivoCitys 6th Anniversary Celebration
Regular lunches with key and anchor tenants
Contributing to a Better Society
The Manager believes that philanthropy and
giving should go beyond financial contributions
and includes having the benefits of a
companys core business activities accrue to
local communities. Being retail malls, VivoCity
and ARC enjoy healthy shopper traffic and are
ideal platforms to increase the visibility and
impact of social initiatives. In the past year,
VivoCity and ARC have supported a number of
meaningful causes, including:

3
Singapore-China Chinese Calligraphy
Exhibition/COLOURS of Chinese
Calligraphy Event (July 2012)
Organised by Golden Compass International
School Pte Ltd, the Singapore China Chinese
Calligraphy Exhibition aims to promote the
use of proper Mandarin and to develop
Singaporeans appreciation for Eastern Arts.
The exhibition also provided a platform for
cultural exchange between students from
Singapore and China.

1 Singapore-China Chinese
Calligraphy Exhibition/
COLOURS of Chinese
Calligraphy Event
2 Hair For Hope 2012
3 Cluster West 6 Montage
Youth Blast 2012

Singapore Street Festival 2012 (July 2012)


Singapore Street Festival is an annual event
aimed at providing platforms to the youths
in Singapore to allow them to showcase
their talents, skills, and capabilities through
performing arts, visual arts and forms, fashion,
lifestyle trends, entrepreneurship, technology,
urban sports, health and environment.
A myriad of activities were held as part of the
Festival.
Hair For Hope 2012 (July 2012)
Organised by Childrens Cancer Foundation
Hair for Hope 2012 seeks to increase
awareness of childhood cancer and build a
community of support for children with cancer.
2012 marks a significant milestone as Hair for
Hope celebrated its 10th year at VivoCity.
Cluster West 6 Montage Youth Blast 2012
(September 2012)
The public performance provided an
additional platform to showcase the talents
of pupils in the cluster schools (including
Chestnut Drive Secondary School, Greenridge
Secondary School, Fajar Secondary School,
Assumption English School, Assumption
Pathway School, Zhenghua Secondary
School, Regent Secondary School and Jurong
Secondary School).

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Sustainability Report

1
Celebration of Drums (September 2012)
The Celebration of Drums, organised under
the National Arts Councils Arts For All
Programme, aimed to inspire the community
to participate in the percussive arts.
Back Against The World Brandon Lee
(October 2012)
This performance was presented by SPH Gift of
Music and provided an additional platform to
our local talent to showcase his ability.
Batik Painting Exhibition by Community
Chest (November 2012)
To raise funds for Community Chest, 70 school
principals took up batik paintings. Their end
products were exhibited at the South Avenue
of VivoCity. All proceeds from the sale of the
principals batik paintings were donated to
Community Chest to help the less fortunate in
the community.
World Vision Tree of Life (November to
December 2012)
World Vision is a global community of people
dedicated to improving the lives and futures
of the worlds most vulnerable children.
Every year, World Vision organises the Tree of
Life campaign, so as to motivate the public to
help communities in extreme poverty by giving
life-changing gifts and sponsoring children.
be Movement Roadshow (December 2012)
be Movement is a social enterprise set up to
inspire people to-be, and to help other social
enterprises and non-profit organisations raise
awareness for their social causes and to sell
their products. Roadshows were held at both
VivoCity and ARC.
Shaping and Sharing
The Sponsors corporate programme Shaping
and Sharing continues to align its Corporate
Social Responsibility (CSR) efforts with its
business direction. The programme focuses

on empowering individuals and enriching


communities to deliver positive social and
environmental impacts. In the past year,
the Sponsor continued to make significant
strides in its CSR commitments both locally and
overseas.
Education and Healthcare
Education and healthcare efforts included
the contribution of S$500,000 (each) to the
bursary endowment funds of the Nanyang
Technological University (NTU) and the National
University of Singapore (NUS). Overseas,
the Sponsor pledged RMB 5 million each to the
communities of MinHang and Nanhai Districts
for programmes to assist poor families with
healthcare and education needs.
Arts in the City
The Sponsor launched Arts in the City series
during the course of the year. This initiative
was supported by the National Arts Council
and promotes Singapores arts talent by
bringing meaningful arts experience to the
working community. The Sponsor provided
financial assistance and venue sponsorship
for arts-related causes during the year.
For its contribution to the arts, the Sponsor
once again received the National Arts Councils
Patron of the Arts award.
Beyond Corporate Giving
The Sponsor has actively reached out to
its beneficiaries through active community
engagement. Following a joint contribution
of S$500,000 to Boys Town Home and
Assumption Pathway School in March 2012,
The Sponsors CSR committee and senior
management visited both beneficiaries in
July to follow up on the respective charities
developments. Staff also organised a friendly
Futsal challenge with Assumption Pathway
School students in August 2012, participants
were presented with gifts as a token of
appreciation of their participation.

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2
Through staff involvement and engagement,
The Manger and its Sponsor will continually
strive to achieve an all-encompassing
sustainability programme they make a positive
impact on the communities we operate in.
EMPLOYEE ENGAGEMENT
People Development
The Manager recognises that human capital is
its greatest asset and has leveraged upon the
capabilities of its Sponsor. The Sponsor has put
in place various initiatives to ensure that its
human capital continues to drive its success.
These initiatives emphasise the development
of staff capabilities, the promotion of staff
engagement and a good work life balance to
maintain an effective workplace.
Numerous workshops and seminars were
conducted by in-house experts, business
partners and external consultants. Through the
resources of its Sponsor, the Manager was able
to train and equip staff with relevant knowledge
and skills through a number of training and
development initiatives:
Leadership Programmes
Cornerstone leadership programmes were
launched to improve managerial calibre.
The Leadership Foundation Programme was
introduced as a key element in the early stage
of a managers career at Mapletree, whilst the
Leadership Excellence Programme targeted
staff in middle management.
Mentoring Programme
A pilot programme implemented by the Group
CEO to mentor a group of young managers
on ways to better manage their careers was
introduced in the second half of the financial year.
The programme highlighted the importance
of shaping the right mindset and attitude and
learning to respond decisively in dynamic work
situations.

3
Technical Skills Programmes
The Mapletree Investment Training Programme
(developed with a US-based corporate
consultant) was developed and customised to
the Groups business model and strategies. The
programme consolidates the overall investment
processes of Mapletree, its risk management
framework and the key drivers in the real estate
value chain. Participants had the opportunity
to work on in-house case studies and lively
workgroup discussions, giving the participants
the opportunity to deepen their understanding
and learn from their peers.

1 Celebration of Drums
2 In-house training for employees
3 Mapletree Futsal Challenge

To cultivate a robust learning culture, staff


schemes were also set up to co-pay staffs
course fees for higher education learning
certification.
Engagement and Employee Wellness
In todays competitive economy, a companys
performance is increasingly intertwined with
the well-being of its employees, Work-Life
Balance has become a more prominent subject.
As a health conscious and pro-family employer,
the Sponsor has implemented a number of
employment polices to develop a holistic work
environment.
Work Health Promotion Programmes
Encourage employees to participate in
recreational activities throughout the year.
They include community outreach, volunteering
events, team sports and lunch talks on lifestyle
topics.
Mapletree Futsal Challenge
Staff volunteers played a friendly futsal game with
boys from Mapletrees charitable beneficiaries
Assumption Pathway School and Boys
Town Home.

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Investor Relations
The Manager places top priority on providing
accurate and timely information to Unitholders,
fund managers, analysts, media and the
general public. Various avenues and modes
of communications are maintained to ensure
regular and frequent interactions with
stakeholders.
Announcements, press releases, investor
presentations, and other general information
are regularly updated and easily available on
MCTs website. Investors and the general public
can also sign up to MCT electronic mailing list
to receive email notifications of any updates.
All news releases and legal announcements are
also made available on the SGX-ST website.
The Manager conducts one-on-one meetings
and property tours as well as participates in
investor conferences. To extend the reach
to investors globally, the Manager has also
participated in roadshows to Hong Kong.
Through these avenues, the Manager has met
with over 250 existing and potential investors
in FY 2012/13.

MCT also held its inaugural Annual General


Meeting on 24 July 2012. The AGM was well
attended by retail investors. MCT also held an
Extraordinary General Meeting on 23 January
2013 to seek unitholders approval for the
proposed acquisition of Mapletree Anson as an
Interested Person Transaction. The transaction
was passed by unitholders with over 99%
of the votes cast on a poll (including proxies
received) in support of the transaction.
Lastly, analysts briefings were held to update
on MCTs First Half and Full Year financial
results and operating performance. Investors,
fund managers and the general public based
in Singapore and overseas had the opportunity
to participate through a Live webcast.
The Manager plans to organise analysts
briefings and Live webcasts biannually,
for MCTs full year and half-year results analyst
briefings.

Research Coverage
Citigroup
CIMB
DBS Vickers

Deutsche Bank
Goldman Sachs
The Hong Kong and
Shanghai Banking Corporation

J.P. Morgan
Religare Capital Markets
Standard Chartered Bank

Investor Relations Calendar FY 2012/13


First Quarter (period from 1 April 2012 to 30 June 2012)
Post-Results Investor Luncheon, Singapore coordinated by DBS Vickers
Citigroup Asia Pacific Property Conference, Singapore
dbAccess Asia Conference, Singapore
Second Quarter (period from 1 July 2012 to 30 September 2012)
MCTs Inaugural Annual General Meeting
Post-Results Investor Luncheon, Singapore coordinated by Standard Chartered
Non-Deal Roadshow in Singapore
Non-Deal Roadshow to Hong Kong
Credit Suisse ASEAN + India Conference, Singapore
Macquarie ASEAN Conference, Singapore
Third Quarter (period from 1 October 2012 to 31 December 2012)
Analysts Results Briefing and LIVE Webcast for Half Year FY 2012/13 Results
Post-Results Investor Luncheon, Singapore, coordinated by CIMB
Fourth Quarter (period from 1 January 2013 to 31 March 2013)
Non-Deal Roadshow in Singapore
Non-Deal Roadshow to Hong Kong
JP Morgan Asia Pacific Real Estate Conference 2013, Singapore

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Financial Calendar
1 April 2012 to 31 March 2013 (FY 2012/13)
25 July 2012

Announcement of First Financial Results for the First Quarter


FY 2012/13

29 August 2012

Payment to Unitholders of the Distribution for the First Quarter


FY 2012/13

25 October 2012

Announcement of Financial Results for the Second Quarter


FY 2012/13 and period from 1 April 2012 to 30 September 2012

27 November 2012

Payment of Second Quarter FY 2012/13 Distribution to Unitholders

24 January 2013

Announcement of Financial Results for the Third Quarter FY 2012/13


and period from 1 April 2012 to 31 December 2012
Private Placement of 192,308,000 New Units in MCT

27 February 2013

Payment of Third Quarter and Advanced Distribution to Unitholders

22 April 2013

Announcement of Financial Results for the Fourth Quarter and


Full Year FY 2012/13

27 May 2013

Payment of Fourth Quarter Distribution to Unitholders

1 April 2013 to 31 March 2014 (FY 2013/14) (tentative)


July 2013

Announcement of First Financial Results for First Quarter


FY 2013/14

September 2013

Payment of First Quarter FY 2013/14 Distribution to Unitholders

October 2013

Announcement of Financial Results for the Second Quarter


FY 2013/14 and the period from 1 April 2013 to 30 September 2013

November 2013

Payment of Second Quarter FY 2013/14 Distribution to Unitholders

January 2014

Announcement of Financial Results for the Third Quarter


FY 2013/14 and the period from 1 April 2013 to 31 December 2013

March 2014

Payment of Third Quarter FY 2013/14 Distribution to Unitholders

April 2014

Announcement of Financial Results for the Fourth Quarter and


Full Year FY 2013/14

May 2014

Payment of Fourth Quarter FY 2013/14 Distribution to Unitholders

Unitholder Enquiries
If you have any enquiries or would like to find out more about MCT, please contact:
The Manager
Mr Koh Wee Leong
Investor Relations
Tel: +65 6377 6111
Fax: +65 6376 2168
Email: enquiry_mct@mapletree.com.sg
Website: www.mapletreecommercialtrust.com.sg

Unit Registrar
Boardroom Corporate &
Advisory Services Pte Ltd.
50 Raffles Place #32-01
Singapore Land Tower
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360

Unitholder Depository
For unitholding account-related matters
such as change of details and history
unitholding records, please contact:
The Central Depository (Pte) Limited
4 Shenton Way
#02-01 SGX Centre 2
Singapore 068807
Tel: +65 6535 7511
Fax: +65 6535 0775
Website: www.sgx.com/wps/portal/sgxweb/home/depository

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Mapletree Commercial Trust

Risk Management

Risk Management Approach and Mindset


Risk Management is integral to MCTs business
strategy and culture. The Manager seeks to
ensure that risk management practices are
integrated into the operations and processes
throughout the organisation. The risk
management framework aims to preserve
capital, ensure business resilience in an
economic downturn and provide support to
managements decision making.
Risk Management Framework Supports
Portfolio Management
The Managers risk measurement framework
i s b a s e d o n Va l u e - a t - R i s k ( Va R ) ,
a methodology which measures the volatilities
of individual market and property risk drivers
such as rental rates, occupancy rates, interest
rates and inflation. To further complement
the VaR methodology, other risks such as
refinancing, customer credit standing and
industry concentration risks are also assessed,
monitored and as far as possible, measured as
part of the framework.
Risks are measured consistently across the
portfolio, enabling the Manager to quantify the
benefits that arise from diversification across
the portfolio, as well as to assess risk by asset
class or by risk type.
Risk assessment is a dynamic process in MCT
and takes into consideration changes in market
conditions and asset cash flows as they occur.
The Manager recognises the limitations of
any statistically-based system that relies on
historical market data. To ensure the business
is robust and able to withstand extreme market
shocks, the portfolio is subject to further stress
testing and scenario analyses.
Based on agreed portfolio risk thresholds,
the Manager has developed a set of
risk indicators to monitor portfolio risk.
This serves as an early risk warning system
which highlights to management when risks
have escalated beyond the risk tolerance level
set by management. The Manager is required
to take action to reduce risk exposure should
agreed risk indicator thresholds be breached.

On a quarterly basis, the Sponsors risk


management team submits a comprehensive
risk report, which measures the aforementioned
risk drivers and risk indicators to the Board and
Audit and Risk Committee (AC). The Board
and AC are also kept abreast of any material
changes in MCTs risk profile and activities.
Property Market Risks
MCTs portfolio is subject to real estate
market risks such as rental rate and occupancy
volatilities in Singapore, as well as specific
factors including competition, supply, demand
and regulations. Such risks are quantified,
aggregated and monitored on a quarterly basis
for both existing assets and new acquisitions.
Significant changes to MCTs risk profile or new
emerging trends are highlighted and reported
to the Manager for assessment and action
where required.
Operational Risks
The Manager has established operating,
reporting and monitoring guidelines to manage
day-to-day activities and mitigate operational
risks that may arise. To ensure relevance,
Standard Operating Procedures (SOPs)
are reviewed regularly and benchmarked
against industry practices. Compliance to
SOPs is ensured through the implementation
of the Control Self-Assessment framework,
an initiative undertaken by the Manager
to promote accountability, control and
risk ownership throughout the respective
departments of the Manager. Compliance
is further reinforced through training of
employees and regular checks by the
Sponsors Internal Audit Department (MIIA).
MIIA plans its internal audit work in consultation
with management, but works independently
by submitting its plans to the AC for approval
at the beginning of each year.
For catastrophic events such as acts of
terrorism or natural disasters, the Manager
has put in place and tested a comprehensive
Business Continuity Plan to ensure that the
Manager is able to continue operations should
such an event occur. MCTs properties are
insured in accordance with industry practices
in Singapore.

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Credit Risks
Credit risks are mitigated from the outset by
conducting tenant credit assessment during
the investment stage prior to acquisition.
For new and sizeable leases, credit assessments
of prospective tenants are undertaken prior to
signing of lease agreements. On an ongoing
basis, tenant credit is closely monitored by the
Managers asset management team and arrears
are managed by the Managers Credit Control
Committee which meets weekly to review
debtor balances.
To further mitigate risks, security deposits in
the form of cash or bankers guarantees are
collected from prospective tenants prior to
commencement of leases.
Financial Market Risks
Financial market risks and capital structure are
closely monitored and actively managed by the
Manager and reported quarterly to the Board.
At the portfolio level, the risk impact of
interest rate volatility on value is quantified,
monitored and reported quarterly using the
VaR methodology. Refinancing risk is also
quantified and included in VaR, taking into
account the concentration of the loan maturity
profile and credit spread volatilities.
MCT hedges its portfolio exposure to interest
rate volatility arising from its floating rate
borrowings by way of interest rate swaps and
caps. As at 31 March 2013, about 70% of
MCTs debts were hedged or drawn on fixed
rate basis. Following the end of the financial
year, MCT had entered into additional interest
rate swaps, resulting in 74.5% of MCTs debts
being hedged or drawn on fixed rate basis.

Liquidity Risks
The Manager actively monitors MCTs cash
flow position and requirements so as to ensure
sufficient liquid reserves to fund operations and
meet any short term obligations (see Capital
Management section on page 12). In addition,
the Manager actively tracks and monitors bank
concentration risks to ensure that MCT has
a well-diversified funding base. The limit on
total borrowings is observed and monitored
to ensure compliance with Appendix 6 of the
Code on Collective Investment Schemes
(the Property Funds Appendix) issued by the
Monetary Authority of Singapore.
Investment Risks
All investment proposals are subject to vigorous
scrutiny by the Board (or delegated to the
Management Committee) based on relevant
investment criteria including, but not limited
to yield accretion, property, location, building
specifications, quality of customer base,
lease structure and internal rate of return.
The risks arising from investment activities are
managed through a rigorous and disciplined
investment approach, particularly in the area
of asset evaluation and pricing. All acquisitions
have to be yield accretive and meet MCTs
internal return requirement. Sensitivity analysis
is also performed for each acquisition on all
key project variables to test the robustness of
the assumptions used. Significant acquisitions
are further subject to independent review by
the Sponsors risk management team and
the findings are included in the Investment
Proposal submitted to the Managers Board for
approval.
On receiving the Boards or Management
Committees approval, the investment
proposals are then submitted to the Trustee,
who is the final approving authority for all
investment decisions.
The Trustee also monitors the compliance of the
Managers executed investment transactions
with the restrictions and requirements of the
listing manual of the Singapore Exchange
Securities Trading Limited, MASs Property Funds
Appendix and the provisions in the Trust Deed.

73
Mapletree Commercial Trust

Corporate Governance

The Manager of Mapletree Commercial Trust (MCT) has


responsibility over the strategic direction and management of
the assets and liabilities of MCT and its subsidiary (collectively,
the Group).
The Manager discharges its responsibility for the benefit of MCTs
unitholders (Unitholders), in accordance with the applicable
laws and regulations as well as the trust deed constituting MCT
(Trust Deed). To this end, the Manager sets the strategic
direction of the Group and gives recommendations to DBS
Trustee Limited, in its capacity as trustee of MCT (the Trustee),
on the acquisition, divestment or enhancement of assets of
the Group. As a REIT Manager, the Manager is licensed by the
Monetary Authority of Singapore (the MAS) and granted a
Capital Markets Services Licence (CMS Licence).
The Managers roles and responsibilities include:
using its best endeavours to carry on and conduct the Groups
business in a proper and efficient manner and to conduct all
transactions with or for the Group on an arms length basis
and on normal commercial terms;
preparing annual property plans, proposals and forecast
on gross revenue, capital expenditure, sales and valuation,
explanations of major variances to previous forecasts,
written commentaries on key issues and any other relevant
assumptions. The purpose of such plans is to explain the
performance of MCTs properties; and
ensuring compliance with the applicable laws and regulations,
including the Securities and Futures Act of Singapore
(Chapter 289), the Listing Manual, the Code on Collective
Investment Schemes, the Singapore Code on Takeovers and
Mergers, the Trust Deed, the CMS Licence and any tax rulings
and all relevant contracts.
The Manager is committed to apply the principles and the
spirit of the Code of Corporate Governance (the Code).
The Code was revised by the MAS in May 2012 1 and takes
effect in respect of annual reports relating to financial years
commencing from 1 November 2012. Nonetheless and in
the spirit of our commitment to high standards of corporate
governance, we have, as far as practicable, endeavoured to
comply with the revised Code during FY 2012/13.

The Board of Directors and employees of the Manager are


remunerated by the Manager, and not by MCT.
(A) BOARD MATTERS

Boards Conduct of its Affairs
Principle 1: Effective board

Our Policy and Practices


The Manager applies the principle that an effective Board of
Directors (the Board) for the Manager is one constituted
with the right core competencies and diversity of experience,
so that the collective wisdom of the Board can give
guidance and provide insights as well as strategic thinking
to Management.

The key roles of the Board are to:


guide the corporate strategy and direction of the
Manager;
ensure that Senior Management discharges business
leadership and demonstrates the highest quality of
management skills with integrity and enterprise; and
oversee the proper conduct of the Manager.

The positions of Chairman and Chief Executive Officer


(CEO) are held by two separate persons in order to
maintain effective oversight.

The Board comprises eight Directors, of whom seven are


Non-Executive Directors and four are Independent Directors.

The following sets out the composition of the Board:


Mr Tsang Yam Pui, Chairman and Non-Executive
Director
Ms Seah Bee Eng @ Jennifer Loh, Chairman of the Audit
and Risk Committee and Independent Director
Mr Michael George William Barclay, Member of the
Audit and Risk Committee and Independent Director
Mr Samuel N. Tsien, Member of the Audit and Risk
Committee and Independent Director
Mr Tan Chee Meng, Independent Director
Mr Hiew Yoon Khong, Non-Executive Director
Mr Wong Mun Hoong, Non-Executive Director
Ms Amy Ng Lee Hoon, Executive Director and Chief
Executive Officer

The revised Code will take effect in respect of annual reports relating to financial years commencing from 1 November 2012, except the following changes:
(a) Board composition changes should be made at the annual general meetings (AGMs) following the end of the relevant financial year; and
(b) The requirement for independent directors to make up at least half of the board in specified circumstances (Guideline 2.2 of the revised Code) should
be made at the AGMs following the end of the financial year commencing on or after 1 May 2016.

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Annual Report 2012/13

(A) BOARD MATTERS (Contd)



Boards Conduct of its Affairs (Contd)
Our Policy and Practices (Contd)

The Board consists of business leaders and distinguished
professionals in their respective fields. Each Director is
appointed on the strength of his or her calibre, experience,
stature, and potential to give proper guidance to the
Manager for the business of the Group. Their profiles
are found on pages 54 to 57 of this Annual Report.
They meet regularly, at least once every quarter, to review the
business performance and outlook of the Group, as well as
to deliberate on business strategy, including any significant
acquisitions, disposals, fundraising and development
projects of the Group.
The meeting attendance of the Board and the Audit and
Risk Committee for FY 2012/13 is as follows:

Number of meetings held in FY 2012/13

Board

Audit and Risk


Committee

Board Members

Membership

Mr Tsang Yam Pui


(Appointed on 1 November 2007)

Chairman and Non-Executive Director

N.A.1

Ms Seah Bee Eng @ Jennifer Loh


(Appointed on 29 March 2011)

Chairman of the Audit and Risk Committee


and Independent Director

Mr Michael George William Barclay


(Appointed on 29 March 2011)

Member of the Audit and Risk Committee


and Independent Director

Mr Samuel N. Tsien
(Appointed on 29 March 2011)

Member of the Audit and Risk Committee


and Independent Director

Mr Tan Chee Meng


(Appointed on 1 April 2011)

Independent Director

N.A.1

Mr Hiew Yoon Khong


(Appointed on 18 May 2007)

Non-Executive Director

N.A.1

Mr Wong Mun Hoong


(Appointed on 29 March 2011)

Non-Executive Director

52

Ms Amy Ng Lee Hoon


(Appointed on 1 April 2010)

Executive Director and Chief Executive Officer

52

Note:
1
N.A. means not applicable.
2
Attendance was by invitation.

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Mapletree Commercial Trust

Corporate Governance

(A) BOARD MATTERS (Contd)



Boards Conduct of its Affairs (Contd)
Our Policy and Practices (Contd)
The Board has approved a set of delegations of authority
which sets out approval limits for operational and
capital expenditures, investments and divestments, bank
borrowings and cheque signatory arrangements. Approval
sub-limits are also provided at various management levels to
facilitate operational efficiency as well as provide a system
of checks and balances.

The Board had considered the Independent Director status


of Mr Samuel N. Tsien (who is the Group Chief Executive
Officer of Oversea-Chinese Banking Corporation Limited
(OCBC)). Although the amount paid by MCT to OCBC
for banking services provided exceeds $200,000, the Board
takes the view that his Independent Director status is not
compromised as these fees did not represent a significant
portion of OCBCs revenue and Mr Tsien was not involved
in the selection of OCBC or the work arising from such
appointment.

Boards approval is required for material transactions,


including the following:
equity fundraising;
acquisition, development and disposal of properties
above the Board prescribed limits;
overall project budget variance and ad hoc development
budget above the Board prescribed limits;
credit facilities above the Board prescribed limits; and
derivative contracts above the Board prescribed limits.

The Board had considered the Independent Director status


of Mr Michael George William Barclay (who is the Executive
Director and Chief Executive Officer of Sentosa Development
Corporation (SDC)). Although the amount received by
MCT from SDC exceeds $200,000, the Board takes the view
that his Independent Director status is not compromised as
this amount relates to the license fees paid by the statutory
board in relation to the Sentosa Express Station at VivoCity,
which is on an arms length basis and entered prior to the
appointment of Mr Barclay as a director of the Manager.

The Board is updated on any change to relevant laws,


regulations and accounting standards by way of briefings
by professionals or by updates issued by Management.
In FY 2012/13, seminars were held to update the Board on
the following matters:
the relevant amendments to the Code and the Singapore
Code on Take-Overs and Mergers;
the risk governance guidance of listed boards; and
the implications of a landmark judgement on directors
duties.

The Board had also considered the Independent Director


status of Mr Tan Chee Meng (who is the Deputy Managing
Partner of Wong Partnership LLP (WP)). Although the
amount paid by MCT to WP for legal services provided
exceeds $200,000, the Board takes the view that his
Independent Director status is not compromised as these
fees did not represent a significant portion of WPs revenue
and Mr Tan was not involved in the selection of WP or the
work arising from such appointment.

Board Composition and Balance


Principle 2: Strong and independent element on
the board
Our Policy and Practices
The Manager applies the principle that at least one-third of
its Directors are independent and the majority of its Directors
are non-executive. This allows the Directors to engage in
robust deliberations with Management and provide external,
diverse and objective insights into issues brought before the
Board. Further, such composition and separation of the roles
of the Chairman and the CEO, provides oversight to ensure
that Management discharges its roles with integrity.

Chairman and Chief Executive Officer


Principle 3: Clear division of responsibilities
Our Policy and Practices
The Manager applies the principle of clear separation of
the roles and responsibilities between the Chairman of the
Board and the CEO of the Manager. The Chairman guides
the Board in constructive debates on the strategic direction,
management of assets and governance matters. He is
non-executive, and is free to act independently in the best
interests of the Manager and Unitholders. The Chairman
and the CEO are not related to each other.
The CEO is responsible for the running of the Managers
business operations. She has full executive responsibilities
over the business and operational decisions of the Group.
The CEO is also responsible for ensuring compliance with
the applicable laws and regulations in the daily operations
of the Group.

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(A) BOARD MATTERS (Contd)


Board Membership
Principle 4: Formal and transparent process for
appointments
Our Policy and Practices
As the Manager is not a listed entity, it does not have a
nominating committee. However, the Manager applies
the principle that Board renewal is an ongoing process to
ensure good governance and maintain relevance to the
changing needs of the Manager and the Groups business.
All appointments and resignations of Board members are
approved by the Board.
The composition of the Board is determined using the
following principles:
the Chairman of the Board should be a non-executive
director of the Manager;
the Board should comprise directors with a broad range
of commercial experience including expertise in funds
management, law, finance, audit, accounting and the
property industry; and
at least one-third of the Board should comprise
independent directors.
The Manager does not, as a matter of policy, limit the
maximum number of listed company board representations
its Board members may hold as long as each of the Board
members is able to commit his/her time and attention to the
affairs of the Group, including attending Board and Audit
and Risk Committee (AC) meetings and to contribute
constructively to the management of the Manager and
the Group.
As a principle of good corporate governance, all Board
members are required to submit themselves for
re-nomination and re-election at regular intervals. The CEO,
as a Board member, is subject to retirement and re-election.

Each Board member is given sufficient time to bring to the


Board his or her perspective to enable balanced and well
considered decisions to be made.
Access to Information
Principle 6: Complete, adequate and timely access to
information
Our Policy and Practices
The Manager applies the principle that the Board shall be
provided with timely and complete information prior to
Board meetings and as well as when the need arises.
Management is required to provide adequate and timely
information to the Board, which includes matters requiring
the Boards decision as well as on-going reports relating to
the operational and financial performance of the Group.
Management is also required to provide any additional
information, when so requested by the Board, in a timely
manner in order for the Board to make informed decisions.
The Board has separate and independent access to
Management and the Company Secretary.
The Company Secretary attends to the administration of
corporate secretarial matters and attends all Board and
committee meetings. The Company Secretary also provides
assistance to the Chairman in ensuring adherence to Board
procedures.
The Board takes independent professional advice as and
when necessary to enable it or the Independent Directors to
discharge their responsibilities effectively. The AC meets the
external and internal auditors separately at least once a year,
without the presence of Management.

Board Performance
Principle 5: Formal assessment of the effectiveness of
the board
Our Policy and Practices
The Manager applies the principle that the Boards
performance is ultimately reflected in the performance of
the Manager and the Group. The Manager conducted a
formal assessment of the Boards and the ACs performance
in FY 2011/12 and will conduct another such assessment
in the next financial year. The assessment is conducted by
way of a confidential survey questionnaire and thereafter
the results of the survey are evaluated by the Board.

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Mapletree Commercial Trust

Corporate Governance

(B) Remuneration Matters


Procedures for Developing Remuneration Policies
Principle 7: Formal and transparent procedure for
fixing the remuneration of directors
Level and Mix of Remuneration
Principle 8: Appropriate level of remuneration
Disclosure on Remuneration
Principle 9: Clear disclosure of remuneration matters
Our Policy and Practices
The Manager applies the principle that remuneration matters
are to be sufficiently structured and benchmarked to good
market practices, in order to attract suitably qualified talent,
so as to grow and manage its business.
The Manager applies the principle that remuneration for the
Board and Senior Management should be viewed in totality.
The remuneration structure is linked to the continuous
development of the management bench strength to ensure
that there is robust talent management and succession
cover, as well as to the concerted pursuit of strong and
ethical leadership for the success of the Groups business
and the Manager.
As the Manager is not a listed entity, it is not presently
considered necessary for it to have a remuneration
committee. However, as a subsidiary of the Sponsor,
the Manager takes its reference from the remuneration
policies and practices of the Sponsor in determining the
remuneration of the Board and key executives. The Executive
Resources and Compensation Committee (Mapletrees
ERCC) of the Sponsor at group level serves the crucial role
of helping to ensure that the Manager is able to recruit and
retain the best talents to drive its business forward.
The members of the Mapletrees ERCC are:
Mr Edmund Cheng Wai Wing (Chairman)
Mr Paul Ma Kah Woh (Member)
Ms Chan Wai Ching, Senior Managing Director,
Temasek Holdings (Private) Limited (Co-opted Member)

Specifically, the Mapletrees ERCC:


establishes compensation policies for key executives;
approves salary reviews, bonuses and incentives for key
executives;
approves key appointments and reviews succession
plans for key positions; and
oversees the development of key executives and
younger talented executives.
Mapletrees ERCC conducts, on an annual basis, a succession
planning review of the CEO and selected key positions in
the Manager. In this regard, potential internal and external
candidates for succession are reviewed for immediate,
medium term and longer term needs. A total of three
meetings were held by the Mapletrees ERCC in FY 2012/13.
The remuneration of the Board and the employees of
the Manager is paid by the Manager from the fees it
receives from MCT, and not by MCT. Since MCT does
not bear the remuneration of the Managers Board and
employees, the Manager does not consider it necessary to
include information (other than as set out below) on the
remuneration of its Directors and its key executives.
The Chairman and the Non-Executive Directors have no
service contracts with the Manager. Save for Mr Hiew Yoon
Khong, Mr Wong Mun Hoong and Ms Amy Ng Lee Hoon,
all Directors receive a basic fee and, where applicable,
an additional fee for serving on the AC.
Mr Hiew Yoon Khong and Mr Wong Mun Hoong, respectively
the Group Chief Executive Officer and the Group Chief
Financial Officer of the Sponsor, also do not receive directors
fees for serving as Non-Executive Directors of the Manager.
The CEO, as an Executive Director, does not receive
directors fees. She is a lead member of Management.
Her compensation consists of salary, allowances, bonuses
and share appreciation awards from the Sponsor. The latter
is conditional upon her meeting certain performance targets.
The CEO is not present during the discussions relating to
her own compensation and terms and conditions of service,
and the review of her performance.

All the members of the Mapletrees ERCC are independent


of Management. The Mapletrees ERCC oversees executive
compensation and development of the management
bench strength, so as to build and augment a capable
and dedicated management team, and gives guidance on
progressive policies which can attract, motivate and retain
a pool of talented executives for the present and future
growth of the Manager.

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Annual Report 2012/13

(B) Remuneration Matters (Contd)



Disclosure on Remuneration (Contd)
Our Policy and Practices (Contd)

Directors fees are subject to the approval of the Managers
shareholder and the directors fees paid to the Board for
FY 2012/13 are as follows:
Board Members

Membership

FY2012/13

Mr Tsang Yam Pui

Chairman and Non-Executive Director

S$135,0001

Ms Seah Bee Eng @


Jennifer Loh

Chairman of the Audit and Risk Committee and Independent Director

S$85,000

Mr Michael George
William Barclay

Member of the Audit and Risk Committee and Independent Director

S$72,5002

Mr Samuel N. Tsien

Member of the Audit and Risk Committee and Independent Director

S$72,500
S$50,000

Mr Tan Chee Meng

Independent Director

Mr Hiew Yoon Khong

Non-Executive Director

Nil

Mr Wong Mun Hoong

Non-Executive Director

Nil

Ms Amy Ng Lee Hoon

Executive Director and Chief Executive Officer

Nil

Notes:
1
This includes attendance fees for Mr Tsang being a foreign director.
2
The directors fees payable to Mr Michael George William Barclay is paid to the Directorship & Consultancy Appointments Council.

(C) ACCOUNTABILITY AND AUDIT


Accountability
Principle 10: Balanced and understandable assessment
of the companys performance, position and prospects
Our Policy and Practices
The Manager applies the principle that to build confidence
among stakeholders, there is a need to deliver maximum
sustainable value.

The Manager, working with the Sponsor, has established an


internal control framework which addresses the operational,
financial and compliance risks applicable to the Groups
business and operating environment. These internal controls
provide reasonable but not absolute assurance on the
achievement of their intended control objectives.
The key elements of the Groups system of controls are as
follows:

The Manager complies with statutory and regulatory


requirements as well as adopts best practices in the
Groups business processes. The Board is also apprised
of the performance of the Group and the business and
market outlook on a regular basis to enable the Board to
make a balanced and informed assessment of the Groups
performance, position and prospects.

Operating Structure
The Manager has a defined operating structure with lines of
responsibility and delegated authority, as well as reporting
mechanisms to Senior Management and the Board.
This structure includes certain functions, such as Human
Resources, Information Technology, Internal Audit, Legal and
Risk Management, which are outsourced to the Sponsor.

Internal Controls
Principle 11: Sound system of internal controls

Policies, Procedures and Practices


Controls are detailed in formal procedures and manuals.
For example, the Board has approved a set of delegations
of authority which sets out approval limits for operational
and capital expenditures, investments and divestments,
bank borrowings and cheque signatory arrangements.
Approval sub-limits are also provided at various management
levels to facilitate operational efficiency as well as provide a
system of checks and balances.

Our Policy and Practices


The Manager is committed to the principle of a sound
system of internal controls.

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Corporate Governance

(C) ACCOUNTABILITY AND AUDIT (Contd)


Internal Controls (Contd)
Policies, Procedures and Practices (Contd)
Boards approval is required for material transactions,
including the following:
equity fundraising;
acquisition, development and disposal of properties
above the Board prescribed limits;
overall project budget variance and ad hoc development
budget above the Board prescribed limits;
credit facilities above the Board prescribed limits; and
derivative contracts above the Board prescribed limits.

The risk management system is dynamic and evolves with


the business. The Sponsors Risk Management department
works closely with Management to review and enhance the
risk management system to be in line with market practices
and regulatory requirements. One such initiative is the
implementation of a Control Self Assessment programme,
which promotes accountability, control and risk ownership,
thereby cultivating a stronger sense of risk awareness within
Management.

The Groups procedures and practices are regularly reviewed


and revised where necessary to enhance controls and
efficiency. A Control Self Assessment programme was
implemented to promote accountability, control and risk
ownership, in order to cultivate a stronger sense of risk
awareness within Management.

Information Technology (IT) Controls


As part of the operational risk process, IT general controls
have been put in place and are periodically reviewed to
ensure that IT risks are identified and mitigated. In addition,
as part of the Managers business continuity plan, IT disaster
recovery planning and tests are conducted to ensure that
critical IT systems remain functional in a crisis situation.

The Internal Audit department of the Sponsor verifies


compliance with these control procedures and manuals.
Whistle-blowing Policy
To reinforce a culture of good business ethics and
governance, the Manager has a Whistle-blowing Policy to
encourage the reporting in good faith of any suspected
improper conduct, including possible financial irregularities,
whilst protecting the whistleblowers from reprisals.
Any reporting shall be notified to the AC Chairman for
investigation and to the AC for deliberation on the findings.
Risk Management
Risk management is an integral part of business management
by the Manager. In order to safeguard and create value for
Unitholders, the Manager proactively manages risks and
requires the risk management process to be part of the
Managers planning and decision making process.
In this regard, the Sponsors Risk Management department
oversees the risk management framework, reviews the
adequacy and effectiveness of the risk management
system and monitors the key risks faced by the Group.
It reports to the AC and the Board on material findings and
recommendations in respect of significant risk matters.

The Managers policies and procedures relating to risk


management can be found on pages 72 to 73 of this Annual
Report.

Financial Reporting
The Board is regularly updated on the Groups financial
performance via quarterly reports. These reports provide
explanations for significant variances of financial
performance and updated full year forecast, in comparison
with budgets and financial performance of corresponding
periods in the preceding year. In addition, the Board is
provided with quarterly updates on key operational activities.
A management representation letter is provided in
connection with the preparation of the Groups financial
statements presented to the AC and Board quarterly.
The representation letter is supported by declarations made
individually by the various Heads of Department. Compliance
checklists on announcement of financial statements, which
are required for submission to the SGX-ST, are reviewed and
confirmed by the Chief Financial Officer (CFO).
The Groups financial results are reported to Unitholders
quarterly in accordance with the requirements of the SGX-ST.
These results announcements provide analysis of significant
variances in financial performance and commentary on
the industrys competitive conditions in which the Group
operates and any known factors or events that may affect
the Group in the next reporting period and the next
12 months.
Detailed disclosure and analysis of the full year financial
performance of the Group are in the Annual Report.

80
Mapletree Commercial Trust

Annual Report 2012/13

(C) ACCOUNTABILITY AND AUDIT (Contd)


Internal Controls (Contd)
Financial Management
Management reviews the performance of the MCT
portfolio properties on a monthly basis to instil financial and
operational discipline at all levels of the Manager.
The key financial risks to which the Group is exposed,
comprise interest rate risk, liquidity risk, and credit risk. Where
necessary and appropriate, the Manager hedges the Group
against interest rate fluctuations. In addition, the Manager
proactively manages liquidity risk by ensuring that sufficient
working capital lines and loan facilities are maintained.
The Managers capital management strategy can be found
on pages 12 to 13 of this Annual Report. The Manager also
has in place credit control procedures for managing tenant
credit risk and monitoring of debt collection.
Internal Audit
On an annual basis, the Sponsors Internal Audit department
prepares a risk-based audit plan to review the adequacy and
effectiveness of the Groups system of internal controls.
The Internal Audit department is also involved during the
year in conducting system or process reviews that may be
requested by the AC or Management on specific areas of
concern. In doing so, the Internal Audit department obtains
reasonable assurance that business objectives for the
process under review are being achieved and key control
mechanisms are in place.
Upon completion of each review, a formal report detailing
the audit findings and the appropriate recommendations will
be issued to the AC. The Internal Audit department monitors
and reports on the timely implementation of the action plans
to Management and the AC on a quarterly basis.
The external auditors provide an independent perspective
on certain aspects of the internal financial controls system
arising from their work and annually report their findings
to the AC.
Interested Person Transactions
For all interested person transactions, they are undertaken
only on normal commercial terms and the AC regularly
reviews all related party transactions to ensure compliance
with the internal control system as well as with relevant
provisions of the Listing Manual and Appendix 6 of the Code
on Collective Investment Schemes issued by the MAS (the
Property Funds Appendix). In addition, the Trustee also
has the right to review such transactions to ascertain that
the Property Funds Appendix has been complied with.

Furthermore, the following procedures are also undertaken:


transactions (either individually or as part of a series or if
aggregated with other transactions involving the same
related party during the same financial year) equal to or
exceeding S$100,000 in value but below 3.0% of the
value of the Groups net tangible assets will be subject
to review by the AC at regular intervals;
transactions (either individually or as part of a series
or if aggregated with other transactions involving the
same related party during the same financial year) equal
to or exceeding 3.0% but below 5.0% of the value of
the Groups net tangible assets will be subject to the
review and prior approval of the AC. Such approval
shall only be given if the transactions are on normal
commercial terms and are consistent with similar types
of transactions made by the Trustee with third parties
which are unrelated to the Manager; and
transactions (either individually or as part of a series
or if aggregated with other transactions involving the
same related party during the same financial year) equal
to or exceeding 5.0% of the value of the Groups net
tangible assets will be reviewed and approved prior
to such transactions being entered into, on the basis
described in the preceding paragraph, by the AC which
may, as it deems fit, request advice on the transaction
from independent sources or advisers, including the
obtaining of valuations from independent professional
valuers. Further, under the Listing Manual and the
Property Funds Appendix, such transactions would have
to be approved by the Unitholders at a meeting of the
Unitholders.
The interested person transactions undertaken by the Group
in FY 2012/13 subject to disclosure requirements under the
Listing Manual can be found on page 126 of this Annual
Report.
Dealing in MCT units
The Manager adopts the best practices on dealings in
securities set out in the Listing Manual. All Directors are
required to disclose their interests in MCT and are also
provided with disclosures of interests by other Directors as
well as reminders on trading bans.
On trading in MCT units, the Directors and employees of the
Manager are reminded not to deal in MCT units on short
term considerations and are prohibited from dealing in
MCT units:
in the period commencing one month before the public
announcement of the Groups annual and semi-annual
results;
in the period commencing two weeks before the public
announcement of the Groups quarterly results; and
at any time whilst in possession of price-sensitive
information.
81

Annual Report 2012/13

Mapletree Commercial Trust

Corporate Governance

(C) ACCOUNTABILITY AND AUDIT (Contd)


Internal Controls (Contd)
Dealing in MCT units (Contd)
Each Director is required to give notice to the Manager of his
or her acquisition of MCT units or of changes in the number
of MCT units which he or she holds or in which he or she has
an interest, within two business days of such acquisition or
change of interest. In addition, employees of the Manager
and the Sponsor are to give pre-trading notifications before
any dealing in MCT units.
Role of the Board and AC
The Board recognises the importance of maintaining a
sound internal controls system to safeguard the assets of
the Group and Unitholders interests, through a framework
that enables risk to be assessed and managed.
The AC provides oversight of the financial reporting risks,
accounting policies and the adequacy and effectiveness of
the Groups internal controls and compliance systems.
The Board and the AC also took into account the Control
Self Assessment programme implemented in this financial
year, which requires the respective departments of the
Manager to review and report on control environment of
their processes.
It should be recognised that all internal control systems
contain inherent limitations and, accordingly, the internal
control systems can only provide reasonable but not absolute
assurance.
Based on the internal controls established and maintained
by the Manager and the Sponsor, work performed by the
Sponsors Internal Audit and Risk Management departments
as well as by the external auditors, and reviews performed
by Management, the Board, with the concurrence of the
AC, is of the opinion that, in the absence of evidence to
the contrary, the Groups internal controls, addressing
key financial, operational, compliance risks which the
Group considers relevant and material to its operations,
were adequate as at 31 March 2013.
Audit and Risk Committee
Principle 12: Written terms of reference
Our Policy and Practices
The Board is supported by the AC to allow deeper overview
of financial, risks and audit matters, so as to maximise the
effectiveness of the Board and foster active participation and
contribution.
The Manager applies the principle that the AC shall have at
least three members, all of whom must be non-executive
and the majority of whom must be independent.

The AC consists of three members. They are:


Ms Seah Bee Eng @ Jennifer Loh, Chairman
Mr Michael George William Barclay, Member
Mr Samuel N. Tsien, Member
The AC has a set of Terms of Reference dealing with its
scope and authority, which include:
review of annual internal and external audit plans;
examination of Interested Person Transactions;
review of audit findings of internal and external auditors
as well as management responses to them;
evaluation of the nature and extent of non-audit
services performed by external auditors. In this
regard, for the financial year ended 31 March 2013,
MCT paid S$222,000 to the external auditors
PricewaterhouseCoopers LLP (PwC), of which
S$97,000 was for audit services and S$125,000 was
for non-audit services relating to the establishment of
its Medium Term Notes Programme and the acquisition
of Mapletree Anson. The AC has undertaken a review
of all non-audit services provided by PwC and is of the
opinion that such non-audit services would not affect
the independence of PwC;
review of the quality and reliability of information
prepared for inclusion in financial reports;
r e c o m m e n d a t i o n o f t h e a p p o i n t m e n t a n d
re-appointment of external auditors; and
approval of the remuneration and terms of engagement
of external auditors.
In addition, the AC also:
meets with the external and internal auditors, without
the presence of Management, at least once a year
to review and discuss the financial reporting process,
system of internal controls (including financial,
operational and compliance controls), significant
comments and recommendations; and
reviews and, if required, investigates the matters
reported via the whistle-blowing mechanism, by which
staff may, in confidence, raise concerns about suspected
improprieties including financial irregularities.
The objective is to ensure that arrangements are in place
for independent investigations of any matters arising from
such meetings and reviews, to ensure appropriate follow-up
actions.
A total of five AC meetings were held in FY 2012/13.
The Manager, on behalf of the Group, confirms that the
Group has complied with Rules 712 and 715 of the Listing
Manual in relation to the Groups auditing firm.

82
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Annual Report 2012/13

(C) ACCOUNTABILITY AND AUDIT (Contd)


Internal Audit
Principle 13: Independent internal audit function
Our Policy and Practices
The Manager applies the principle that a robust system of
internal audits is required to safeguard Unitholders interests,
the Groups assets, and to manage risks. Apart from the AC,
other Board committees may be set up from time to time to
address specific issues or risks.
The internal audit function of the Group is outsourced to
the Internal Audit department (IA) of the Sponsor and the
IA reports directly to the Chairman of the AC of both the
Manager and the Sponsor.
The role of IA is to conduct internal audit work in consultation
with, but independently of, Management. Its annual audit
plan and audit findings are submitted to the AC. The AC
also meets with the IA at least once a year without the
presence of Management.
The Internal Auditor is a corporate member of the Singapore
branch of the Institute of Internal Auditors Inc. (IIA),
which has its headquarters in the USA. IA subscribes to, and
is in conformance with, the Standards for the Professional
Practice of Internal Auditing (Standards) developed by
the IIA and has incorporated these standards into its audit
practices.
The Standards set by the IIA cover requirements on:
independence & objectivity;
proficiency & due professional care;
managing the internal audit activity;
engagement planning;
performing engagement; and
communicating results.
IA staff involved in IT audits are Certified Information System
Auditors and members of the Information System Audit
and Control Association (ISACA) in the USA. The ISACA
Information System Auditing Standards provide guidance on
the standards and procedures to be applied in IT audits.
To ensure that the internal audits are performed by
competent professionals, IA recruits and employs qualified
staff. In order that their technical knowledge remains
current and relevant, IA identifies and provides training and
development opportunities to the staff.

(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES


Shareholder Rights
Principle 14: Fair and equitable treatment of all
shareholders
Communication with Shareholders
Principle 15: Regular, effective and fair communication
with shareholders
Conduct of Shareholder Meetings
Principle 16: Greater shareholder participation at
Annual General Meetings
Our Policy and Practices
The Manager is committed to the principle that all
Unitholders should be treated fairly and equitably and their
ownership rights arising from their unitholdings should be
recognised.
To this end, the Manager issues via SGXNET announcements
and press releases on the Groups latest corporate
developments on an immediate basis where required
under the Listing Manual. Where immediate disclosure is
not practicable, the relevant announcement will be made
as soon as possible to ensure that all stakeholders and the
public have equal access to the information.
All Unitholders are entitled to receive the annual report in
digital format packaged in a compact disc with the option
of receiving a printed version. The annual report encloses
a notice of annual general meeting and a proxy form with
instructions on the appointment of proxies. The notice of
annual general meeting for each annual general meeting is
also published via SGXNET. An annual general meeting is held
once a year to provide a platform for Unitholders to interact
with the Board, in particular the Chairman of the Board
and the Chairman of the AC, CEO and CFO. The external
auditors are also present to address Unitholders queries
about the audit and the financial statements of the Group.
Similarly, where a general meeting is convened,
all Unitholders are entitled to receive a circular enclosing a
proxy form with instructions on the appointment of proxies.
Prior to voting at an annual general meeting or any other
general meeting, the voting procedures will be made known
to the Unitholders to facilitate them in exercising their votes.

In compliance with IIA, an external assessment of IA is


conducted at least once every five years by a qualified,
independent reviewer.

83
Annual Report 2012/13

Mapletree Commercial Trust

Corporate Governance

(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES (Contd)


Conduct of Shareholder Meetings (Contd)
Our Policy and Practices (Contd)
The Chairman of the Board will usually demand for a poll to be
taken for resolutions proposed at an annual general meeting
and any other general meeting and thereafter voting will be
conducted by electronic polling. The Manager will announce
the results of the votes cast for and against each resolution
and the respective percentages and prepare minutes of such
meetings.
The Manager has an Investor Relations department which
works with the Legal and Corporate Secretariat department
of the Sponsor to ensure the Groups compliance with
the legal and regulatory requirements applicable to listed
REITs, as well as to incorporate best practices in its investor
relations programme.
The Manager regularly communicates major developments
in the Groups businesses and operations to Unitholders,
analysts, the media and its employees through the
issuance of announcements and press releases. In addition,
all announcements and press releases are first made on
SGXNET and subsequently on MCTs website.
Investors can subscribe to email alerts of all announcements
and press releases issued by MCT through its website.
Live webcast of analyst briefings are conducted,
where practicable.
The Manager also communicates with MCTs investors on
a regular basis through group/individual meetings with
investors, investor conferences and non-deal roadshows.
The Managers CEO, CFO and Senior Management are
present at briefings and communication sessions to answer
questions.
MCTs distribution policy is to distribute at least 90% of its
taxable income, comprising substantially its income from the
letting of its properties and related property service income
after deduction of allowable expenses, and such distributions
are typically paid on a quarterly basis. For FY2012/13,
MCT has made four distributions to Unitholders.

84
Mapletree Commercial Trust

Annual Report 2012/13

Financial Statements

For the financial year ended 31 March 2013

Contents
86
87
88
89
90

Report of the Trustee


Statement by the Manager
Independent Auditors Report
Statements of Total Return
Balance Sheets

91
92
93
94
96

Distribution Statements
Consolidated Statement of Cash Flows
Statements of Changes in Unitholders Funds
Portfolio Statement
Notes to the Financial Statements

85
00
Annual Report2012/13
Report 2012/13

Mapletree Commercial Trust

Report of the Trustee


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

DBS Trustee Limited (the Trustee) is under a duty to take into custody and hold the assets of Mapletree Commercial Trust
(MCT) and its subsidiary (the Group) in trust for the holders of units in MCT (Unitholders). In accordance with the
Securities and Futures Act (Cap. 289), its subsidiary legislation and the Code on Collective Investment Schemes (collectively
referred to as the laws and regulations), the Trustee shall monitor the activities of Mapletree Commercial Trust Management Ltd.
(the Manager) for compliance with the limitations imposed on the investment and borrowing powers as set out in the Trust Deed
dated 25 August 2005 (as amended) (the Trust Deed) between the Trustee and the Manager in each annual accounting period
and report thereon to Unitholders in an annual report which shall contain the matters prescribed by the laws and regulations as well
as the recommendations of the Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued
by the Institute of Certified Public Accountants of Singapore and the provisions of the Trust Deed.
To the best knowledge of the Trustee, the Manager has, in all material respects, managed MCT and the Group during the financial
year covered by these financial statements set out on pages 89 to 123, comprising the Balance Sheets and Portfolio Statement
of MCT and the Group as at 31 March 2013, the Statements of Total Return, Distribution Statements and Statements of Changes
in Unitholders Funds for MCT and the Group, the Consolidated Statement of Cash Flows for the Group and Notes to the Financial
Statements for the year then ended are in accordance with the limitations imposed on the investment and borrowing powers set
out in the Trust Deed, laws and regulations and otherwise in accordance with the provisions of the Trust Deed.

For and on behalf of the Trustee


DBS Trustee Limited

Jane Lim
Director
Singapore, 13 June 2013

86
Mapletree Commercial Trust

Annual Report 2012/13

Statement by the Manager


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

In the opinion of the directors of Mapletree Commercial Trust Management Ltd., the accompanying financial statements of
Mapletree Commercial Trust (MCT) and its subsidiary (the Group) as set out on pages 89 to 123, comprising the Balance Sheets
and Portfolio Statement of MCT and the Group as at 31 March 2013, the Statements of Total Return, Distribution Statements
and Statements of Changes in Unitholders Funds for MCT and the Group, the Consolidated Statement of Cash Flows for the Group
and Notes to the Financial Statements for the year then ended are drawn up so as to present fairly, in all material respects, the financial
position of MCT and of the Group as at 31 March 2013 and the total return, amount distributable, movements of Unitholders
funds of MCT and of the Group and consolidated cash flows of the Group for the financial year then ended in accordance with
the recommendations of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by the
Institute of Certified Public Accountants of Singapore. At the date of this statement, there are reasonable grounds to believe that
MCT will be able to meet its financial obligations as and when they materialise.

For and on behalf of the Manager


Mapletree Commercial Trust Management Ltd.

Amy Ng Lee Hoon


Director
Singapore, 13 June 2013

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Annual Report 2012/13

Mapletree Commercial Trust

Independent Auditors Report


TO THE UNITHOLDERS OF MAPLETREE COMMERCIAL TRUST
(Constituted under a Trust Deed in the Republic of Singapore)

Report on the Financial Statements


We have audited the accompanying financial statements of Mapletree Commercial Trust (MCT) and its subsidiary
(the Group) set out on pages 89 to 123, which comprise the Balance Sheets and Portfolio Statement of MCT and the Group as at
31 March 2013, the Statements of Total Return, Distribution Statements and Statements of Changes in Unitholders Funds for
MCT and the Group and Consolidated Statement of Cash Flows of the Group for the financial year then ended, and a summary of
significant accounting policies and other explanatory information.
Managers Responsibility for the Financial Statements
The Manager of MCT (the Manager) is responsible for the preparation and fair presentation of these financial statements in
accordance with the recommendations of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts
issued by the Institute of Certified Public Accountants of Singapore, and for such internal accounting controls as the Manager
determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the Manager, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of MCT and of the Group as
at 31 March 2013 and the total return, amount distributable and movements in Unitholders funds of MCT and the Group and
consolidated cash flows of the Group for the financial year then ended 31 March 2013 in accordance with the recommendations
of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by the Institute of Certified
Public Accountants of Singapore.

PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore, 13 June 2013

88
Mapletree Commercial Trust

Annual Report 2012/13

Statements of Total Return


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

Group
Note

Gross revenue
Property operating expenses

3
4

2013
$000

219,480
(63,475)

MCT
2013
$000

219,480
(63,475)

2012
$000

186,991
(56,224)

Net property income


156,005
156,005
130,767

Finance income 157 157
143
Finance expenses
5
(26,263)
(26,263)
(21,576)
Managers management fees
(14,180)
(14,180)
(12,582)
Trustees fees
(468)
(468)
(415)
Other trust expenses
6
(1,379)
(1,384)
(1,126)

Net income 113,872 113,867
95,211

Net change in fair value of financial derivatives
432
432
(2,737)
Fair value gains on investment properties
12
196,529 196,529
120,248

Total return for the financial year before income tax

310,833 310,828 212,722

Income tax credit
7(a)
- -
208,920

Total return for the financial year
after income tax before distribution
310,833 310,828 421,642

Earnings per unit (cents)
- Basic 8
16.36 16.36 24.01
- Diluted

16.36 16.36
24.01

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

89
Annual Report 2012/13

Mapletree Commercial Trust

Balance Sheets
AS AT 31 MARCH 2013

Group
Note

2013
$000

MCT
2013
$000

2012
$000

ASSETS
Current assets
Cash and cash equivalents
9
47,153
47,153
49,816
Trade and other receivables
10
7,110
7,110
5,079
Other current assets
11
603
603
347

54,866
54,866
55,242

Non-current assets
Investment properties
12 3,831,200 3,831,200
2,944,900
Investment in subsidiary
13
-
*

3,831,200

3,831,200 2,944,900

Total assets 3,886,066 3,886,066


3,000,142

LIABILITIES

Current liabilities
Derivative financial instruments
14
1,309
1,309
Trade and other payables
15
60,348
60,353
59,360
Current income tax liabilities
7(b)
4,357
4,357
5,035

66,014
66,019
64,395

Non-current liabilities
Derivative financial instruments
14
8,267
8,267
11,406
Trade and other payables
15
30,897
30,897
18,646
Borrowings
16 1,586,044 1,426,577
1,125,658
Loan from a subsidiary
16
-
159,467
Deferred income tax liabilities
17
-
-

1,625,208

1,625,208 1,155,710

Total liabilities 1,691,222 1,691,227


1,220,105
NET ASSETS ATTRIBUTABLE TO UNITHOLDERS 2,194,844 2,194,839
1,780,037

Represented by:
Unitholders funds 2,201,807 2,201,802
1,788,397
Hedging reserve
18
(6,963)
(6,963)
(8,360)

UNITS IN ISSUE (000)

2,194,844

2,194,839 1,780,037

19 2,067,734 2,067,734
1,866,033

NET ASSET VALUE PER UNIT ($) 1.06 1.06


0.95
* Amount is less than $1,000

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

90
Mapletree Commercial Trust

Annual Report 2012/13

Distribution Statements
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

Group
2013
$000

MCT
2013
$000

2012
$000

Amount available for distribution to Unitholders


at the beginning of year
64,000 64,000
926,546

Total return for the year after income tax before distribution
310,833
310,828
421,642

Adjustment for net effect of non-tax deductible/(chargeable)
items and other adjustments (Note A)
(187,291) (187,286) (109,801)
Amount available for distribution
187,542

Distribution to Unitholders:
Distribution of 1.554 cents per unit for the period from
1 January 2012 to 31 March 2012
(28,999)
Distribution of 1.537 cents per unit for the period from
1 April 2012 to 30 June 2012
(28,710)
Distribution of 1.546 cents per unit for the period from
1 July 2012 to 30 September 2012
(28,904)
Distribution of 1.667 cents per unit for the period from
1 October 2012 to 31 December 2012
(31,191)
Distribution of 0.603 cents per unit for the period from
1 January 2013 to 3 February 2013
(11,282)
Distribution for the period from 1 April 2010 to 26 April 2011
-
Distribution of 0.9564 cents per unit for the period from
27 April 2011 to 30 June 2011
-
Distribution of 1.333 cents per unit for the period from
1 July 2011 to 30 September 2011
-
Distribution of 1.428 cents per unit for the period from
1 October 2011 to 31 December 2011
-

187,542

1,238,387

(28,999)

(28,710)

(28,904)

(31,191)

(11,282)
-

(1,105,145)

(17,798)

(24,824)

(26,620)

Total Unitholders distribution

(129,086)

(1,174,387)

(129,086)

Amount available for distribution to Unitholders


at end of the year 58,456 58,456
64,000
Note A:
Adjustment for net effect of non-tax deductible/(chargeable) items
and other adjustments comprise:

Major non-tax deductible/(chargeable) items:
- Management fees paid/payable in units
7,090
- Trustees fees
468
- Financing fees
1,521
- Net fair value (gain)/loss on financial derivatives
(432)
- Fair value gains on investment properties
(196,529)
- Medium Term Note Programme setup and issuance costs
366
Other non-tax deductible items and other adjustments
225

7,090
468
1,521
(432)
(196,529)
366
230

5,909
415
1,294
2,303
(120,248)
526

(187,286)

(109,801)

(187,291)

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

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Annual Report 2012/13

Mapletree Commercial Trust

Consolidated Statement of Cash Flows


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

Note

2013
$000

Cash flows from operating activities


Total return for the financial year after income tax before distribution
310,833
Adjustments for:
- Depreciation
-
- Impairment/(Write-back) of trade receivable
26
- Income tax credit
-
- Fair value gains on investment properties
(196,529)
- Fair value change in financial derivatives
(432)
- Finance income
(157)
- Finance expenses
26,263
- Managers management fees paid/payable in units
7,090

2012
$000

421,642
1
(6)
(208,920)
(120,248)
2,737
(143)
21,576
5,909


Change in working capital:
- Trade and other receivables
- Other current assets
- Trade and other payables

147,094

122,548

(2,056)
(15)
12,200

263
335
(29,294)

Cash generated from operations


Income tax paid

157,223
(678)

93,852
(12,831)

Net cash generated from operating activities 156,545 81,021



Cash flows from investing activities
Additions to investment properties
(9,234)
(5,933)
Additions to investment property under development
-
(43,725)
Payments for acquisition of investment properties1
(680,718) (778,776)
Disposal of plant and equipment
-
51
Withdrawal of deposits placed with related company
-
78,750
Finance income received
156
212
Net cash used in investing activities

(689,796) (749,421)

Cash flows from financing activities


Proceeds from borrowings
584,000
Repayments of borrowings
(282,200)
Proceeds from issuance of notes
160,000
Issue and financing expenses
(3,164)
Proceeds from issuance of new units
225,000
Payment of distribution to private trust Unitholder
-
Payment of distribution to public trust Unitholders
(129,086)
Finance expenses paid
(23,962)

2,241,500
(1,841,406)
(34,926)
1,540,977
(1,105,145)
(69,242)
(18,330)

Net cash generated from financing activities 530,588 713,428



Net (decrease)/increase in cash and cash equivalents
(2,663) 45,028

Cash and cash equivalents
Beginning of financial year
9
49,816
4,788
End of financial year
1

47,153

49,816

The acquisition of investment properties include payments for assets and liabilities relating to the properties acquired in 2012.

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

92
Mapletree Commercial Trust

Annual Report 2012/13

Statements of Changes in Unitholders Funds


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

Group

MCT

2013
$000

2013
$000

2012
$000

OPERATIONS
Balance at beginning of year 173,801 173,801
926,546
Total return for the year
310,833
310,828
421,642
Distributions to private trust Unitholder
-
-
(1,105,145)
Distributions to public trust Unitholders
(129,086)
(129,086)
(69,242)
Balance at end of year 355,548 355,543
173,801

UNITHOLDERS CONTRIBUTION
Balance at beginning of year 1,614,596 1,614,596 100,000
Movement during the year
- Equity fund raising
225,000
225,000
- Issue of units on listing
-
-
1,540,977
- Managers management fees paid in units
6,736
6,736
4,256
- Acquisition fees paid in units
3,400
3,400
Issue expenses
(3,473)
(3,473)
(30,637)
Balance at end of year 1,846,259 1,846,259
1,614,596

HEDGING RESERVE
Balance at beginning of year (8,360) (8,360) 596
Changes in fair value
1,397
1,397
(8,956)
Balance at end of year

(6,963)

(6,963) (8,360)

Total Unitholders funds at the end of the year 2,194,844 2,194,839


1,780,037

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

93
Annual Report 2012/13

Mapletree Commercial Trust

Portfolio Statement
AS AT 31 MARCH 2013

Acquisition
date

Property name

VivoCity

Purchase
price at
acquisition
$000

(2)
(2)
N.A
1,982,000

Term of
lease(1)

Remaining
term
of lease

99 years

83 years

1 Harbourfront Walk
VivoCity
Singapore

Location

Bank of America Merrill Lynch


HarbourFront

27 April 2011 (3) 311,000

99 years

83 years

2 Harbourfront Place
Bank of America
Merrill Lynch HarbourFront
Singapore

PSA Building

27 April 2011 (3)

477,188 (4)

99 years

83 years

460 Alexandra Road


PSA Building
Singapore

Mapletree Anson

4 February 2013 (5)

680,000 (6)

99 years

93 years

60 Anson Road
Mapletree Anson
Singapore

Gross revenue / Investment properties - Group


Other assets and liabilities (net) - Group
Net assets attributable to Unitholders - Group

Notes:
(1)
(2)
(3)
(4)

(5)
(6)

(7)

Refers to the leasehold tenure of the land.


VivoCity was owned and developed by MCT prior to Listing Date. The purchase price disclosed is a deemed purchase price based on the higher of the
appraised values at Initial Public Offering (IPO).
Bank of America Merrill Lynch HarbourFront and PSA Building (PSAB) were acquired from HarbourFront Place Pte. Ltd. and Heliconia Realty Pte. Ltd.
respectively, which are direct and indirect wholly-owned subsidiaries of Mapletree Investments Pte Ltd.
The purchase price of PSAB was based on the higher of the appraised values at IPO adjusted for the IPO offering price adjustment which was deducted
from the PSAB purchase price. The appraised values of PSAB is based on the valuation of PSAB office as at 30 November 2010 as well as the PSAB asset
enhancement valuation as at 30 November 2010, which is on an as is where is basis (land plus cost of works completed as at that date) with an
estimated cost to complete at the time of valuation of $55,700,000.
Mapletree Anson was acquired from Mapletree Anson Pte. Ltd, an indirect wholly-owned subsidiary of Mapletree Investments Pte Ltd.
The purchase price of Mapletree Anson was arrived at on a willing-buyer-willing-seller basis after taking into account the independent valuations of
Mapletree Anson. The purchase price is at a discount of 0.7% and 1.3% to the valuations of Mapletree Anson as at 30 November 2012 by independent
property valuers, DTZ Debenham Tie Leung (SEA) Pte Ltd (DTZ) of $685,000,000 and Knight Frank Pte Ltd (Knight Frank) of $689,000,000
respectively. The valuation by DTZ was based on income capitalisation method, the discounted cash flow method and the direct comparison method and
by Knight Frank based on income capitalisation approach, the discounted cash flow method and the comparable sales method.
Not applicable as this property was acquired in the current financial year.

Investment properties comprise a portfolio of commercial buildings that are leased to related and non-related parties under operating leases.
The carrying amounts of the Singapore investment properties were based on independent valuations as at 31 March 2013 undertaken by DTZ. DTZ has
appropriate professional qualifications and experience in the location and category of the properties being valued. The valuations of the investment properties
were based on the income capitalisation method, discounted cash flow method and direct comparison method. The net movement in valuation has been taken
to the Statements of Total Return. It is the intention of Group and MCT to hold the investment properties for the long term.

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

94
Mapletree Commercial Trust

Annual Report 2012/13

Gross
revenue for
the financial
year ended
31/03/2013
$000

Gross
revenue for
the financial
year ended
31/03/2012
$000

Occupancy
rate as at
31/03/2013
%

Occupancy
rate as at
31/03/2012
%

At
valuation
as at
31/03/2013
$000

At
valuation
as at
31/03/2012
$000

Percentage of
total
net assets
attributable to
Unitholders
as at
31/03/2013
%

158,267

144,701

99.0

98.1

2,183,000

2,029,000

99.5

114.0

16,753

14,493

100.0

100.0

313,600

313,500

14.3

17.6

39,709

27,797

93.1

85.3

647,600

602,400

29.5

33.8

4,751

219,480

- (7)

186,991

99.4

- (7)

687,000

- (7)

Percentage of
total
net assets
attributable to
Unitholders
as at
31/03/2012
%

31.3

- (7)

3,831,200

2,944,900

174.6

165.4

(1,636,356)

(1,164,863)

(74.6)

(65.4)

2,194,844

1,780,037

100.0

100.0

95
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. GENERAL
Mapletree Commercial Trust (MCT) is a Singapore-domiciled private trust constituted pursuant to a Trust Deed dated
25 August 2005 (as amended) between Mapletree Investments Pte Ltd (as manager of the private trust) and VivoCity
Pte. Ltd. (as trustee of the private trust). The private trust was established to hold VivoCity, with the intention that it would
eventually be converted into a listed Real Estate Investment Trust.
An amending and restating deed dated 4 April 2011 was entered into and Mapletree Commercial Trust Management Ltd.
(the Manager) replaced Mapletree Investments Pte Ltd as manager of MCT and DBS Trustee Limited (the Trustee)
replaced VivoCity Pte. Ltd. as trustee of MCT. The Trust Deed (as amended) is governed by the laws of the Republic of Singapore.
MCT was formally admitted to the Official List of the Singapore Exchange Securities Trading Limited (SGX-ST) on 27 April
2011 (Listing Date) and was approved for inclusion under the Central Provident Fund (CPF) Investment Scheme on
18 March 2011. On Listing Date, MCT completed the acquisition of Bank of America Merrill Lynch HarbourFront (MLHF)
and PSA Building (PSAB).
On 4 February 2013, MCT acquired Mapletree Anson, a 19-storey premium office building located in the Singapores Central
Business District from MCTs Sponsor, Mapletree Investments Pte Ltd through its subsidiary, Mapletree Anson Pte. Ltd..
The principal activity of MCT is to invest in a diverse portfolio of properties with the primary objective of achieving an attractive
level of return from rental income and for long-term capital growth.
On 8 August 2012, MCT established a wholly-owned subsidiary incorporated in Singapore, Mapletree Commercial Trust Treasury
Company Pte. Ltd. (MCTTC) with an initial share capital of $2, in connection with the establishment of a $1,000,000,000
Multicurrency Medium Term Note Programme (the MTN Programme).
With the establishment of MCTTC, consolidated financial statements comprising MCT and its subsidiary (the Group)
which includes the Balance Sheets and Portfolio Statement as at 31 March 2013, the Statements of Total Return, Distribution
Statements, Statements of Changes in Unitholders Funds and Statement of Cash Flows for the financial year ended
31 March 2013 have been presented in addition to the financial statements of MCT with the exception of Statement of Cash
Flows where only consolidated numbers are presented. The comparative financial statements as at 31 March 2012 and for
the financial year ended 31 March 2012 comprise only MCT.
MCT has entered into several service agreements in relation to the management of MCT and its property operations. The fee
structures of these services are as follows:
(a)

Trustees fees
The Trustees fee shall not exceed 0.1% per annum of the value of all the assets of the Group (Deposited Property)
(subject to a minimum of $12,000 per month) or such higher percentage as may be fixed by an Extraordinary Resolution
of a meeting of Unitholders. The Trustees fees are payable monthly in arrears out of the Deposited Property of the Group.
The Trustee is also entitled to reimbursement of expenses (including a one-time inception fee of $50,000) incurred
in the performance of its duties under the Trust Deed.
Based on the current arrangement between the Manager and the Trustee, the Trustees fees are charged on a scaled
basis of up to 0.02% per annum of the value of the Deposited Property (subject to a minimum of $12,000 per month).

(b) Managers Management fees


The Manager is entitled under the Trust Deed to receive the following remuneration:
(i)

a base fee not exceeding 0.25% per annum of the value of the Groups Deposited Property or such higher
percentage as may be approved by an Extraordinary Resolution of a meeting of Unitholders; and

(ii)

a performance fee of 4.0% per annum of the Groups net property income (NPI) or such higher percentage as
may be approved by an Extraordinary Resolution of a meeting of Unitholders.
The management fees payable to the Manager will be paid in the form of cash and/or units. The management fees
paid in cash and/or units are paid quarterly, in arrears. The Manager has elected to receive 50% of its management
fees in units and the balance in cash.

96
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

1. GENERAL (contd)
(c)

Acquisition and Divestment fees

The Manager is entitled to receive the following fees:


(i)

an acquisition fee not exceeding 1.0% of the acquisition price of the real estate or real estate-related assets
acquired directly or indirectly, through one or more special purpose vehicles (SPVs) of MCT, pro-rated if applicable
to the proportion of MCTs interest. For the purpose of this acquisition fee, real estate-related assets include all
classes and types of securities relating to real estate; and

(ii)

a divestment fee not exceeding 0.5% of the sale price of the real estate or real estate-related assets disposed,
pro-rated if applicable to the proportion of MCTs interest. For the purpose of this divestment fee, real estaterelated assets include all classes and types of securities relating to real estate.
The acquisition and divestment fees will be paid in the form of cash and/or units and are payable as soon as
practicable after completion of the respective acquisition or disposal.

(d) Fees under the Property Management Agreement


(i)

Property management fees


The Trustee will pay Mapletree Commercial Property Management Pte. Ltd. (the Property Manager), for each
fiscal year (as defined in the Property Management Agreement), the following fees:

2.0% per annum of Gross Revenue for the relevant property;

2.0% per annum of the NPI for the relevant property (calculated before accounting for the property
management fee in that financial period); and

0.5% per annum of the NPI for the relevant property (calculated before accounting for the property
management fee in that financial period) in lieu of leasing commissions otherwise payable to the Property
Manager and/or third party agents.

The property management fees are payable to the Property Manager in the form of cash.

(ii)

Project management fees


The Trustee will pay the Property Manager, for each development or redevelopment of a property located in
Singapore, a project management fee subject to:

a limit of up to 3.0% of the total construction costs; and

an opinion issued by an independent quantity surveyor, to be appointed by the Trustee upon recommendation
by the Manager, that the agreed project management fee is within market norms and reasonable range.

The project management fee is payable to the Property Manager in the form of cash.
2.

SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation


The financial statements have been prepared in accordance with the Statement of Recommended Accounting Practice 7
(RAP 7) Reporting Framework for Unit Trusts issued by the Institute of Certified Public Accountants of Singapore, the
applicable requirements of the Code on Collective Investment Schemes (CIS) issued by Monetary Authority of Singapore
(MAS) and the provisions of the Trust Deed.
These financial statements, which are expressed in Singapore Dollars and rounded to the nearest thousand, have been prepared
under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with RAP 7 requires management to exercise its judgement in the process
of applying Groups accounting policies. It also requires the use of certain critical accounting estimates and assumptions.
The area involving a higher degree of judgement or complexity, where estimates and assumptions are significant to the financial
statements, is disclosed in Note 12 Investment Properties. The assumptions and estimates were used by independent valuers
in arriving at their valuations.

97
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.1 Basis of preparation (contd)


Interpretations and amendments to published standards effective in 2012
On 1 April 2012, the Group adopted the new or amended Singapore Financial Reporting Standards (FRS) and Interpretations
to FRS (INT FRS) that are mandatory for application from that date. Changes to the Groups accounting policies have been
made as required, in accordance with the relevant transitional provisions in the respective FRS and INT FRS.
The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the Groups and MCTs
accounting policies and had no material effect on the amounts reported for the current or prior financial years. Accordingly,
there was no impact on the Groups earnings per unit.
2.2 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the rendering of services and is presented net
of goods and services tax, rebates and discounts.
The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that the
collectability of the related receivables is reasonably assured and when the specific criteria for each of the Groups activities
are met as follows:
(a)

Rental income and service charges from operating leases


Rental income and service charges from operating leases on the investment properties are recognised on a straight-line
basis over the lease term.

(b) Car parking income


Car parking income from the operation of car parks is recognised when the services are rendered.
(c) Finance income
Finance income is recognised on a time proportion basis using the effective interest method.
2.3 Expenses
(a)

Property operating expenses


Property operating expenses are recognised on an accrual basis. Included in property operating expenses are property
management fees which are based on the applicable formula stipulated in Note 1(d).

(b) Managers management fees


Managers management fees are recognised on an accrual basis using the applicable formula stipulated in Note 1(b).
(c)

Trustees fees
Trustees fees are recognised on an accrual basis using the applicable formula stipulated in Note 1(a).

2.4 Borrowing costs


Borrowing costs are recognised in the Statements of Total Return using the effective interest method, except for those costs
that are directly attributable to the construction or development of properties. This includes those costs on borrowings acquired
specifically for the construction or development of properties, as well as those in relation to general borrowings used to finance
the construction or development of properties.
The actual borrowing costs incurred during the period up to the issuance of the temporary occupation permit less any investment
income on temporary investment of these borrowings, are capitalised in the cost of the property under development. Borrowing
costs on general borrowings are capitalised by applying a capitalisation rate to construction or development expenditures
that are financed by general borrowings.

98
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.5 Income taxes


Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the
tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither
accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary, except where the
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.

Deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences can be utilised.
Deferred income tax assets and liabilities are measured:
(i)

at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance
sheet date; and

(ii)

based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date,
to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expenses in the Statements of Total Return, except to the
extent that the tax arises from a transaction which is recognised directly in equity.
The Inland Revenue Authority of Singapore (IRAS) has issued a tax ruling on the taxation of MCT for the income earned
and expenditure incurred after its listing on the SGX-ST. Subject to meeting the terms and conditions of the tax rulings which
include a distribution of at least 90% of the taxable income of MCT, the Trustee will not be taxed on the portion of taxable
income of MCT that is distributed to Unitholders. Any portion of the taxable income that is not distributed to Unitholders will
be taxed on the Trustee. In the event that there are subsequent adjustments to the taxable income when the actual taxable
income of MCT is finally agreed with the IRAS, such adjustments are taken up as an adjustment to the taxable income for the
next distribution following the agreement with the IRAS.
Although MCT is not taxed on its taxable income distributed, the Trustee and the Manager are required to deduct income
tax at the applicable corporate tax rate from the distributions of such taxable income of MCT (i.e. which has not been taxed
in the hands of the Trustee) to certain Unitholders. The Trustee and the Manager will not deduct tax from the distributions
made out of MCTs taxable income to the extent that the beneficial Unitholder is:



An individual (excluding partnerships);


A tax resident Singapore-incorporated company;
A body of persons registered or constituted in Singapore (e.g. town council, statutory board, registered charity, registered
co-operative society, registered trade union, management corporation, club and trade and industry association); and
A Singapore branch of a foreign company which has presented a letter of approval from the IRAS granting waiver from
tax deduction at source in respect of distributions from MCT.

The above tax transparency ruling does not apply to gains from sale of real properties. Such gains, if they are considered as
trading gains, are assessable to tax on the Trustee. Where the gains are capital gains, the Trustee will not be assessed to tax
and may distribute the gains without tax being deducted at source.

99
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.6 Group accounting


(a) Subsidiary
(i)

Consolidation
A subsidiary is an entity (including a special purpose entity) over which the Group has power to govern the
financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding
giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another entity. A subsidiary
is consolidated from the date on which control is transferred to the Group. They are de-consolidated from the
date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions
between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment
indicator of the asset transferred. Accounting policies of a subsidiary has been changed where necessary to ensure
consistency with the policies adopted by the Group.

(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets
transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also
includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity
interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the
date of acquisition either at fair value or at the non-controlling interests proportionate share of the acquirees
identifiable net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable
net assets acquired is recorded as goodwill.
(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of control over the subsidiary,
the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised
in reserves in respect of that entity are also reclassified to the Statements of Total Return or transferred directly to
Unitholders funds if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount
of the retained interest at the date when control is lost and its fair value is recognised in the Statements of Total
Return.
Please refer to Note 2.10 Investments in subsidiary for the accounting policy on investments in subsidiary in the
separate financial statements of MCT.
(b) Transactions with non-controlling interests
Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are
accounted for as transactions with equity owners of MCT. Any difference between the change in the carrying amounts
of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity
attributable to the Unitholders of MCT.

100
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.7 Cash and cash equivalents


For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand
and deposits with financial institutions which are subject to an insignificant risk of change in value.
2.8 Financial assets
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are presented as current assets, except for those expected to be realised later than 12 months after the balance
sheet date which are presented as non-current assets. Loans and receivables include cash and cash equivalents, trade and
other receivables and other current assets, except for prepayments in the balance sheet.
These financial assets are initially recognised at fair value plus transaction cost and subsequently carried at amortised cost
using the effective interest method, less accumulated impairment losses.
Financial assets are assessed at each balance sheet date whether there is objective evidence that these financial assets are
impaired and recognises an allowance for impairment when such evidence exists.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay
in payments are objective evidence that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as
the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original
effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are recognised against the same line item in the Statements of Total Return.
The allowance for impairment loss account is reduced through the Statements of Total Return in a subsequent period when
the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the
asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no
impairment been recognised in prior periods.
2.9 Investment properties
Investment properties for the Group are held for long-term rental yields and/or for capital appreciation.
Investment properties are accounted for as non-current assets and are initially recognised at cost and are subsequently carried
at fair value. Fair values are determined in accordance with the Trust Deed, which requires the investment properties to be
valued by independent registered valuers at least once a year, in accordance with the CIS. Changes in fair value are recognised
in the Statements of Total Return.
Investment properties are subject to renovations or improvements from time to time. The costs of major renovations and
improvements are capitalised and the carrying amounts of the replaced components are recognised in the Statements of
Total Return. The costs of maintenance, repairs and minor improvements are recognised in the Statements of Total Return
when incurred.
On disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is taken
to the Statements of Total Return.
If an investment property becomes substantially owner-occupied, it is reclassified as property, plant and equipment, and its
fair value at the date of reclassification becomes its cost for accounting purposes.
For taxation purposes, MCT may claim capital allowances on assets that qualify as plant and machinery under the Income Tax Act.
2.10 Investment in subsidiary
Investment in subsidiary is carried at cost less accumulated impairment losses in MCTs balance sheet. On disposal of the
investment in subsidiary, the difference between net disposal proceeds and the carrying amounts of the investments are
recognised in Statements of Total Return.

101
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.11 Impairment of non-financial assets


Investment in subsidiary is reviewed for impairment whenever there is any objective evidence or indication that this asset may
be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the
value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely
independent of those from other assets. If this is the case, the recoverable amount is determined for the cash generating unit
(CGU) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is
recognised as an impairment loss in the Statements of Total Return.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the assets
recoverable amount or if there is a change in the events that had given rise to the impairment since the last impairment loss
was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount
does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset
in prior years. A reversal of impairment loss for an asset is recognised in the Statements of Total Return.
2.12 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least
12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statements of
Total Return over the period of the borrowings using the effective interest method.
2.13 Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year
which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised
cost, using the effective interest method.
2.14 Derivative financial instruments and hedging activities
A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is
subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates each hedge as
a cash flow hedge.
Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in the
Statements of Total Return when the changes arise.
The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged
items, as well as its risk management objective and strategies for undertaking various hedge transactions. The Group also
documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as hedging
instruments are highly effective in offsetting changes in cash flows of the hedged items.
The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining
expected life of the hedged item is more than 12 months and as a current asset or liability if the remaining expected life of
the hedged item is less than 12 months. The fair value of a trading derivative is presented as a current asset or liability.

102
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.14 Derivative financial instruments and hedging activities (contd)


(a)

Cash flow hedge Interest rate swaps


The Group has entered into interest rate swaps that are cash flow hedges for the Groups exposure to interest rate risk
on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts
and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to
raise borrowings at floating rates and swap them into fixed rates.
The fair value changes on the effective portion of interest rate swaps designated as cash flow hedges are recognised
in the hedging reserve and reclassified to the Statements of Total Return when the hedged interest expense on the
borrowings is recognised in the Statements of Total Return. The fair value changes on the ineffective portion of interest
rate swaps are recognised immediately in the Statements of Total Return.

(b) Derivatives that are not designated or do not qualify for hedge accounting
Fair value changes on these derivatives, including the interest rate cap, are recognised in the Statements of Total Return
when the changes arise.
2.15 Fair value estimation of financial assets and liabilities
The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques.
The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance
sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques,
such as discounted cash flow analysis, are also used to determine the fair values of the financial instruments.
The fair values of derivative financial instruments are calculated as the present value of the estimated future cash flows
discounted at actively quoted interest rates.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.
2.16 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more
likely than not that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount
can be made.
2.17 Leases
When the Group is a lessor:
Leases of investment properties where the Group retains substantially all risks and rewards incidental to ownership are
classified as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised
in the Statements of Total Return on a straight-line basis over the lease term.
Contingent rents are recognised as income in the Statements of Total Return when earned.
2.18 Currency translation
(a)

Functional and presentation currency


Items included in the financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (functional currency). The financial statements are presented in
Singapore Dollars, which is the functional currency of MCT.

(b) Transactions and balances


Transactions in a currency other than functional currency (foreign currency) are translated into functional currency
using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement
of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the
closing rates at the balance sheet date are recognised in the Statements of Total Return.

103
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2.

SIGNIFICANT ACCOUNTING POLICIES (contd)

2.19 Units and unit issuance expenses


Proceeds from the issuance of units in MCT are recognised as Unitholders funds. Incremental costs directly attributable to
the issuance of new units are deducted directly from the net assets attributable to the Unitholders.
2.20 Segment reporting
Operating segments are reported in a manner consistent with the internal reports provided to management who is responsible
for allocating resources and assessing performance of the operating segments.
2.21 Distribution policy
MCTs distribution policy is to distribute 100.0% of its adjusted taxable income, comprising substantially its income from
the letting of its properties and related property services income after deduction of allowable expenses and allowances, as
well as interest income from the placement of periodic cash surpluses in bank deposits, for the period from Listing Date to
31 March 2013. Thereafter, MCT will distribute at least 90.0% of its adjusted taxable income. The actual level of distribution
will be determined at the Managers discretion, having regard to MCTs funding requirements, other capital management
considerations and the overall stability of distributions. Distributions, when made, will be in Singapore Dollars.
3.

GROSS REVENUE
Group and MCT

4.

2013
$000

2012
$000

Rental income
Service charges
Car parking income
Other operating income

163,008
39,277
9,547
7,648

142,409
28,524
9,349
6,709

219,480

186,991

PROPERTY OPERATING EXPENSES


Group and MCT
2013
$000

2012
$000

Operation and maintenance


Utilities
Property tax
Property management fees
Staff costs
Marketing and legal expenses
Other operating expenses

10,512
15,124
17,945
8,502
5,899
4,822
671

9,802
14,383
15,228
7,012
5,009
4,097
693

63,475

56,224

The Group does not have any employees on its payroll because its daily operations and administrative functions are provided
by the Manager and Property Manager. Staff costs relate to reimbursements paid/payable to the Property Manager in respect
of agreed employee expenditure incurred by the Property Manager for providing its services as provided for in the Property
Management Agreement.
All of the Groups investment properties generate rental income and the above expenses are direct operating expenses arising
from its investment properties.

104
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

5.

FINANCE EXPENSES
Group
2013
$000

MCT
2013
$000

2012
$000

Interest expense
- Bank and other borrowings
17,243
13,771
- Loan from related company
-
-
- Loan from subsidiary
-
3,472

12,024
572
-


Cash flow hedges, reclassified from hedging reserve (Note 18)

12,596
6,272

17,243
5,992

17,243
5,992

Financing fees
- Non-hedging derivatives
1,410
1,410
- Amortised borrowing costs
1,362
1,362
- Commitment and related bank fees
256
256

6.

1,414
1,247
140


Less: Amount capitalised in investment property (Note 12)

26,263
-

26,263
-

21,669
(93)

26,263

26,263

21,576

OTHER TRUST EXPENSES


Group

Audit fee*
MTN Programme setup and issuance costs
Consultancy and professional fees
Other trust expenses

MCT

2013
$000

2013
$000

2012
$000

97
366
388
528

95
366
388
535

95
347
684

1,379

1,384

1,126

* In addition to the above, fees paid to the auditor of MCT of $120,000 (2012: $333,000) relating to its role as reporting auditor are capitalised in
the acquisition costs of Mapletree Anson (2012: included in issue expenses) and $5,000 (2012: Nil) was paid to the auditor in relation to the MTN
Programme Information Memorandum.

7.

INCOME TAXES

(a)

Income tax credit


Group
2013
$000

MCT
2013
$000

2012
$000

Income tax credit attributable to profit is made up of:


Profit from current financial year
- Current income tax
-
-
- Deferred income tax (Note 17)
-
-

875
(210,089)


-
-
Under provision in prior financial years
- Current income tax
-
-

(209,214)

(208,920)

294

105
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

7.

INCOME TAXES (contd)

(a)

Income tax credit (contd)


The tax on the results for the financial year differs from the theoretical amount that would arise using the Singapore
standard rate of income tax as follows:
Group
2013
$000

MCT
2013
$000

Total return before tax


310,833
310,828

Tax calculated at a tax rate of 17%
52,842
52,841
Effects of:
- Expenses not deductible for tax purposes
1,570
1,571
- Reversal of deferred tax no longer required due to
tax transparency ruling (Note 2.5)
-
-
- Income not subjected to tax due to tax transparency ruling
(Note 2.5)
(21,002)
(21,002)
- Gain on revaluation of investment properties
(33,410)
(33,410)

2012
$000

212,722
36,163
1,855
(210,089)
(16,701)
(20,442)
(209,214)

(b) Movement in current income tax liabilities


Group

MCT

2013
$000

2013
$000


Beginning of financial year
Income tax paid
Tax expense
Under provision in prior financial years

5,035
(678)
-
-

5,035
(678)
-
-

End of financial year

4,357

4,357

2012
$000

16,697
(12,831)
875
294
5,035

The income tax liabilities refer to income tax provision based on taxable income made when MCT was a taxable
private trust. Any excess provision will be refunded back to the private trust Unitholder once each respective tax year
of assessment is closed.
8.

EARNINGS PER UNIT


Group

Total return attributable to Unitholders of MCT ($000)


Weighted average number of units outstanding during the year (000)
Basic and diluted earnings per unit (cents)

MCT

2013

2013

2012

310,833

310,828

421,642

1,899,549

1,899,549

1,756,350

16.36

16.36

24.01

Diluted earnings per unit is the same as the basic earnings per unit as there are no dilutive instruments in issue during the
financial year.

106
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

9.

CASH AND CASH EQUIVALENTS


Group and MCT
2013
$000

2012
$000

Cash at bank and on hand


Short-term bank deposits

19,153
28,000

24,816
25,000

47,153

49,816

Short-term bank deposits at the balance sheet date have a weighted average maturity of 1.4 months (2012: 2 months) from
the end of the financial year. The effective interest rates at balance sheet date ranged from 0.09% to 0.30% (2012: 0.23%
to 0.30%) per annum.
10. TRADE AND OTHER RECEIVABLES
Group and MCT
2013
$000

Trade receivables:
- related parties
11
- non-related parties
4,801
Less: Allowance for impairment of receivables
(31)

2012
$000

4,886
(22)

Trade receivables net


4,781

Non-trade receivables due from related parties
2,291
Interest receivable:
- non-related parties
2
Sundry debtors
36

4,864

5,079

7,110

120
1
94

The non-trade receivables due from related parties are unsecured, interest free and repayable on demand.
11. OTHER CURRENT ASSETS
Group and MCT
2013
$000

2012
$000

Deposits
Prepayments

135
134
468 213

603

347

107
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

12. INVESTMENT PROPERTIES


Group and MCT
2013
$000

2012
$000

Completed investment properties


Beginning of financial year
2,944,900
1,982,000
Acquisition of investment properties
684,118
776,164
Additions
5,653 34
Transfer from investment property under development
-
66,454
Fair value gains on investment properties taken to Statements of Total Return
196,529
120,248

3,831,200

2,944,900

Investment property under development


Beginning of financial year
-
Acquisition of investment property
-
12,024
Costs incurred during the financial year
-
54,430
Transfer to completed investment properties
-
(66,454)

Total investment properties

-
3,831,200

2,944,900

Investment properties are stated at fair value based on valuations performed by independent professional valuers. In determining
fair value, the valuers have used valuation methods which involve certain estimates.
The fair values are determined using the capitalisation method, direct comparison method and discounted cash flow method.
The capitalisation and discounted cash flow methods involve the estimation of income and expenses, taking into account
expected future changes in economic and social conditions, which may affect the value of the properties. The direct comparison
method involves the comparison of recent sales transactions of similar properties and making necessary adjustments.
The Manager is of the view that the valuation methods and estimates are reflective of the current market conditions.
Details of the investment properties are shown in the portfolio statement.
On 4 February 2013, MCT completed the acquisition of Mapletree Anson for a total acquisition cost of $684,118,000 (including
transactions costs of $718,000 directly attributable to the acquisition and acquisition fees payable to the Manager in units of
$3,400,000, representing 0.5% of the purchase consideration paid of $680,000,000).
Acquisition of investment properties in the previous financial year includes the consideration for MLHF and PSAB as disclosed
in the portfolio statement. The acquisition price for PSAB is based on the valuation of PSAB office as at 30 November 2010
as well as the PSAB asset enhancement valuation as at 30 November 2010, which is on an as is where is basis (land plus
cost of works completed as at that date). The cost of works completed as at that date was $12,024,000.
Investment properties are leased to both related and non-related parties under operating leases (Note 20).
In 2012, borrowing costs of $93,000 arising on financing specifically entered into for investment property under development
were capitalised during the financial year.
In 2012, project management fees of $1,649,000 were capitalised in investment property under development, which represents
3% of the total construction costs, out of which $557,000 (1% of the total construction costs) was paid by MCT to the
Property Manager after Listing Date. The quantum of project management fee in relation to the development is within market
norms and reasonable range as assessed by Northcroft Lim Consultants Pte Ltd in its opinion issued on 17 February 2011.

108
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

13. INVESTMENT IN SUBSIDIARY


MCT

Equity investment at cost

2013
$000

2012
$000

Subsidiary held by MCT is as follows:

Name of company

Principal activities

Country of business/
Incorporation

Mapletree Commercial Trust


Provision of
Singapore/ Singapore
Treasury Company Pte. Ltd. (a)
treasury services

Equity holding
2013
%

2012
%

100

Contract
notional
amount
$000

Fair value
liabilities
$000

(a)
Audited

by PricewaterhouseCoopers LLP, Singapore


* Amount is less than $1,000

14. DERIVATIVE FINANCIAL INSTRUMENTS

Maturity

Group and MCT


2013

Cash-flow hedges:
Interest rate swaps
April 2013 - April 2015
815,500
6,962

Non-hedging instruments:
Interest rate cap
March 2015
143,900
2,614
Total
959,400
9,576

Less: Current portion 1,309
Non-current portion 8,267
2012

Cash-flow hedges:
Interest rate swaps
April 2013 - April 2015
815,500
8,360

Non-hedging instruments:
Interest rate cap
March 2015
143,900
3,046
Total
959,400
11,406

Less: Current portion Non-current portion 11,406

Interest rate swaps


Interest rate swaps are transacted to hedge variable quarterly interest payments on borrowings. Fair value gains and losses on
the interest rate swaps recognised in the hedging reserve are reclassified to the Statements of Total Return as part of finance
expense over the period of the borrowings.

Interest rate cap


Fair value changes on interest rate cap are recognised in the Statements of Total Return when the changes arise.
109

Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

15. TRADE AND OTHER PAYABLES


Group
2013
$000

MCT
2013
$000

2012
$000

Current
Trade payables
8
8
Amounts due to related parties:
- trade
3,829
3,829
- non-trade
269
269
Amounts due to subsidiary
- non-trade
-
8
Accrued capital expenditure
8,553
8,553
Accrued operating expenses
22,340
22,337
Accrued retention sums
2,895
2,895
Interest payable
3,494
3,494
Tenancy related deposits
12,085
12,085
Other deposits
151
151
Rental received in advance
2,888
2,888
Net Goods and Services Tax payable
2,365
2,365
Other payables
1,471
1,471

53
5,951
992
8,699
16,501
4,330
2,226
16,042
107
2,385
1,840
234


60,348
60,353
59,360

Non-Current
Tenancy related deposits
30,897
30,897
18,646

Total trade and other payables

91,245

91,250

78,006

The trade and non-trade payables due to related parties are unsecured, interest-free and repayable on demand.
The non-trade payable due to subsidiary is unsecured, interest free and repayable on demand.
The fair value of the non-current tenancy related deposits approximates its carrying value as at balance sheet date.
16. BORROWINGS
Group
2013
$000

MCT
2013
$000

2012
$000

Non-current
Bank loans
1,430,500
1,430,500
1,128,700
Transaction cost to be amortised
(3,923)
(3,923)
(3,042)


Medium-term notes
Transaction cost to be amortised

1,426,577
160,000
(533)

-
-



Loan from a subsidiary
Transaction cost to be amortised

159,467



Total borrowings

1,426,577

1,125,658

-
-

160,000
(533)

159,467

1,586,044

1,586,044

1,125,658

The above bank loans and borrowings are unsecured. In accordance with the facility agreement, VivoCity, MLHF and Mapletree
Anson will be subject to a negative pledge.

110
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

16. BORROWINGS (contd)


(a)

Maturity of borrowings
The non-current bank loans mature between 2014 and 2018 (2012: between 2013 and 2016). The Medium-term notes
and loan from subsidiary will mature in 2020 (2012: Nil).

(b) Medium-term notes


During the year, the Group established a $1,000,000,000 MTN Programme via its subsidiary, MCTTC. Under the MTN
Programme, MCTTC may, subject to compliance with all relevant laws, regulations and directives, from time to time issue
notes and senior or subordinated perpetual securities in series or tranches in Singapore Dollars or any other currency.
Each series or tranche of notes may be issued in various amounts and tenors, and may bear fixed, floating, variable or
hybrid rates of interest or may not bear interest.
The notes shall constitute at all times direct, unconditional, unsecured and unsubordinated obligations of MCTTC ranking
pari passu, without any preference or priority among themselves, and pari passu with all other present and future
unsecured obligations of MCTTC. All sums payable in respect of the notes issued by MCTTC will be unconditionally and
irrevocably guaranteed by DBS Trustee Limited, in its capacity as Trustee of MCT.
Total notes outstanding as at 31 March 2013 under the MTN Programme is $160,000,000, consisting of Fixed Rate
Notes due on 2020. These notes will mature on 24 August 2020 and bear an interest of 3.60% per annum payable
semi-annually in arrears.
(c)

Loan from a subsidiary


MCTTC has on-lent the proceeds from the issuance of the notes to MCT, who has in turn used these proceeds to
re-finance its floating-rate borrowings.
The loan is unsecured and repayable in full on 24 August 2020. Interest is fixed at 3.60% per annum.

(d) Effective interest rates


The weighted average all-in cost of borrowings, including margins and amortised cost charged on the loan were
as follows:
Group

Bank loans (non-current)


Medium-term notes (non-current)
Loan from a subsidiary (non-current)
(e)

MCT

2013

2013

2012

2.05%
3.65%
-

2.05%
-
3.65%

1.96%
-

Carrying amount and fair value


The carrying amount of the non-current borrowings, which are at variable market rates, approximate their fair values
at balance sheet date.
The carrying amount and fair value of the fixed-rate non-current borrowings are as follows:
Carrying amounts
31 March
2013
$000

31 March
2012
$000

Fair values
31 March
2013
$000

31 March
2012
$000

Group
Medium-term notes (non-current)
160,000
-
164,104

MCT
Loan from a subsidiary (non-current)
160,000
-
164,104
The fair value above is determined from the cash flow analysis, discounted at market borrowing rates of an equivalent
instrument at the balance sheet date at which the Manager expects to be available to the Group.

111
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

16. BORROWINGS (contd)


(f)

Undrawn borrowing facilities

Expiring beyond one year

2013
$000

2012
$000

2,800

75,000

17. DEFERRED INCOME TAXES


Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current income tax assets
against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The movement in the deferred income tax liability is as follows:
Group and MCT
2013
$000

2012
$000

Beginning of financial year


Tax credited to Statements of Total Return

-
-

210,089
(210,089)

End of financial year

Others
$000

Total
$000

The movement in the deferred income tax liabilities during the financial year is as follows:
Deferred income tax liabilities
Group and MCT
Accelerated
tax
depreciation
$000

At 1 April 2012 and 31 March 2013



At 1 April 2011
(Credited)/Charged to Statements of Total Return
At 31 March 2012

Revaluation
gain
$000

12,497
(12,497)

200,262
(200,262)

(2,670)
2,670

210,089
(210,089)

18. HEDGING RESERVE


Group and MCT
2013
$000

2012
$000

Beginning of financial year


(8,360)
Fair value gains/(losses)
7,389
Reclassification to Statements of Total Return
- Finance expenses (Note 5)
(5,992)

596
(2,684)

End of financial year

(8,360)

(6,963)

(6,272)

Hedging reserve is non-distributable.

112
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

19. UNITS IN ISSUE


MCT
2013
000

2012
000

Units at beginning of financial year


Consolidation of units prior to IPO
Issue of units on listing
Units issued as settlement of Managers management fees
Units issued as settlement of acquisition fees
Units issued due to private placement

1,866,033
-
-
6,487
2,906
192,308

364,800
(254,910)
1,751,110
5,033
-

Units at end of financial year

2,067,734

1,866,033

During the financial year, MCT issued the following units:


(a)

192,308,000 new units at $1.17 per unit under a private placement exercise (2012: Nil).

(b)

2,905,982 units at $1.17 per unit, in respect of the payment of acquisition fees to the Manager for the acquisition of
Mapletree Anson (2012: Nil).

(c)

6,487,158 new units (2012: 5,033,050) at the issue price range of $0.8835 to $1.2031 (2012: $0.8398 to $0.8611) per
unit, in respect of the payment of management fees to the Manager in units. The issue prices were determined based
on the volume weighted average traded price for all trades done on SGX-ST in the ordinary course of trading for the
last 10 business days of the relevant quarter on which the fees accrued.

Each unit in MCT represents an undivided interest in MCT. The rights and interests of Unitholders are contained in the Trust
Deed and include the right to:

Receive income and other distributions attributable to the units held;

Participate in the termination of MCT by receiving a share of all net cash proceeds derived from the realisation of the
assets of MCT less any liabilities, in accordance with their proportionate interests in MCT. However, a Unitholder does
not have the right to require that any assets (or part thereof) of MCT be transferred to him; and

Attend all Unitholders meetings. The Trustee or the Manager may (and the Manager shall at the request in writing
of not less than 50 Unitholders or one-tenth in the number of Unitholders, whichever is lesser) at any time convene a
meeting of Unitholders in accordance with the provisions of the Trust Deed.

The restrictions of a Unitholder include the following:


A Unitholders right is limited to the right to require due administration of MCT in accordance with the provisions of
the Trust Deed; and

A Unitholder has no right to request to redeem his units while the units are listed on SGX-ST.

A Unitholders liability is limited to the amount paid or payable for any units in MCT. The provisions of the Trust Deed provide
that no Unitholder will be personally liable to indemnify the Trustee or any creditor of the Trustee in the event that the liabilities
of MCT exceed its assets.

113
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

20. COMMITMENTS

Operating lease commitments where the Group is a lessor


The Group and MCT leases out offices and retail spaces under non-cancellable operating leases. The leases have varying
terms, escalation clauses and renewal rights. Some lessees are required to pay contingent rents computed based on their
sales achieved during the lease period.
The future minimum lease receivables under non-cancellable operating leases contracted for at the balance sheet date but
not recognised as receivables, are as follows:
Group and MCT
2013
$000

2012
$000

Not later than 1 year


Between 1 and 5 years
Later than 5 years

203,853
358,808
110,247

153,951
310,538
124,796

672,908

589,285

Some of the operating leases are subject to revision of lease rentals at periodic intervals. For the purposes of the above
disclosure, the prevailing lease rentals are used.
The contingent lease payments recognised as revenue during the financial year were $21,117,000 (2012: $23,996,000).
21. FINANCIAL RISK MANAGEMENT
The Groups activities expose it to a variety of financial risks, including the effects of changes in interest rates. The Group is
not exposed to any foreign currency risk as it has no transactions denominated in foreign currencies.
Risk management is carried out under policies approved by the Manager. The Manager provides written principles for overall
risk management as well as written policies covering specific areas, such as interest rate risk, credit risk and liquidity risk. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities.

(a)

Market risk cash flow and fair value interest rate risks
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will
fluctuate due to changes in market interest rates. As the Group has no significant interest bearing assets, the Groups
income and operating cash flows are substantially independent of changes in market interest rates. The Group monitors
the interest rate on borrowings closely to ensure that the borrowings are maintained at favourable rates.
The Groups exposure to cash flow interest rate risks arises mainly from variable-rate bank borrowings. The Group
manages these cash flow interest rate risks using floating-to-fixed interest rate swaps and an interest rate cap.
The exposure of the unhedged borrowings of the Group to interest rate changes and the contractual repricing dates at
the balance sheet dates are as follows:
Group and MCT
2013
$000

2012
$000

6 months or less:
Revolving Credit Facility
194,000
Term Loans
277,100

169,300

169,300

471,100

114
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

21. FINANCIAL RISK MANAGEMENT (contd)


(a)

Market risk cash flow and fair value interest rate risks (contd)
During the financial year, the Group has hedged its exposure to changes in interest rates on its variable rate borrowings
by entering into the following contracts:
(i)

Interest rate swaps, with notional contract amounts of $815,500,000 (2012: $815,500,000) whereby it receives
variable rates equal to the Singapore swap offer rate on the notional amounts and pays fixed interest rates ranging
from 0.717% to 1.530% (2012: 0.717% to 1.530%) per annum.

(ii)

Interest rate cap, with a notional contract amount of $143,900,000 (2012: $143,900,000) whereby the benchmark
interest rate is capped at 0.74% (2012: 0.74%) per annum.

Sensitivity analysis
The Groups borrowings at variable rates on which effective hedges have not been entered into are denominated in
Singapore Dollars. If the Singapore Dollars interest rates increase/(decrease) by 0.20% (2012: 0.20%) with all other
variables including tax rate being held constant, the total return and hedging reserve attributable to Unitholders will
increase/(decrease) by the amounts shown below, as a result of higher/lower interest expenses and higher/lower fair
value of interest rate swaps and cap respectively:
Increase / (Decrease)
Statements of Total Return
Increase by
0.20%
$000

Decrease by
0.20%
$000

Hedging Reserve
Increase by
0.20%
$000

Decrease by
0.20%
$000

Group and MCT


2013
Interest bearing borrowings
(578)
578
-
Interest rate swaps
-
-
1,846
(1,855)
Interest rate cap
220
(119)
-

(358)
459
1,846
(1,855)

2012
Interest bearing borrowings
(542)
542
-
Interest rate swaps
-
-
3,786
(3,810)
Interest rate cap
543
(381)
-

161

3,786

(3,810)

115
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

21. FINANCIAL RISK MANAGEMENT (contd)


(b) Credit risk


Credit risk refers to the risk that tenants or counterparties of the Group will default on its contractual obligations resulting
in a financial loss to the Group. The major classes of financial assets of the Group and MCT are cash and bank deposits
and trade receivables. For trade receivables, the Groups credit risk policy is to deal only with customers of appropriate
credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For other financial assets,
the Group adopts the policy of dealing with high credit quality counterparties.
(i)

Financial assets that are neither past due nor impaired


Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings
assigned by international credit-rating agencies. Trade receivables that are neither past due nor impaired are
substantially companies with a good collection track record with the Group.

(ii)

Financial assets that are past due and/or impaired


There is no other class of financial assets that is past due and/or impaired except for trade receivables.
The age analysis of trade receivables past due but not impaired is as follows:
Group and MCT
2013
$000

2012
$000

Past due < 3 months


Past due over 3 months

1,196
306

1,186
52

1,502

1,238

The carrying amount of trade receivables individually determined to be impaired and the movement in the related
allowance for impairment are as follows:
Group and MCT
2013
$000

Gross amount
Less: Allowance for impairment

31
(31)

2012
$000

22
(22)


-

Allowance for impairment
Beginning of financial year
22
35
Allowance utilised
(17)
(7)
Allowance made/(reversed)
26
(6)
End of financial year

31

22

The Manager believes that no additional allowance is necessary in respect of the remaining trade and other
receivables as these receivables are mainly arising from tenants with good records with sufficient security in the
form of bankers guarantees or cash security deposits as collaterals.

116
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

21. FINANCIAL RISK MANAGEMENT (contd)


(c)

Liquidity risk
The Group and MCT adopt prudent liquidity risk management by maintaining sufficient cash to fund its working capital
and financial obligations.
The table below analyses non-derivative financial liabilities of the Group and MCT into relevant maturity groupings based
on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows of non-derivative financial liabilities. Balances due within 12 months
equal their carrying amounts as the impact of discounting is not significant.
Less than
1 year
$000

Between
1 and 5 years
$000

More than
5 years
$000

Group

As at 31 March 2013
Trade and other payables
60,348
30,817
80
Borrowings
24,662 1,492,274 173,824

85,010
1,523,091
173,904

Less than
1 year
$000

Between
1 and 5 years
$000

More than
5 years
$000

MCT
As at 31 March 2013
Trade and other payables
60,353
30,817
80
Borrowings
18,902 1,469,218
Loan from subsidiary
5,760
23,056
173,824

85,015
1,523,091
173,904
As at 31 March 2012
Trade and other payables
59,360
13,979
4,667
Borrowings
14,172 1,149,386

73,532
1,163,365
4,667
The table below analyses the Group and MCTs derivative financial instruments for which contractual maturities are
essential for an understanding of the timing of the cash flows into relevant maturity groupings based on the remaining
period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows associated with financial derivatives which are expected to impact the Statements of Total Return.
Less than
1 year
$000

Between
1 and 5 years
$000

Group and MCT

As at 31 March 2013
Net-settled interest rate swaps - cash flow hedges
- Net cash outflows
5,363
2,528
Net-settled interest rate cap
- Net cash outflows
1,410
1,356

6,773
3,884

As at 31 March 2012
Net-settled interest rate swaps - cash flow hedges
- Net cash outflows
5,576
6,929
Net-settled interest rate cap
- Net cash outflows
1,410
2,766

6,986
9,695
117
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

21. FINANCIAL RISK MANAGEMENT (contd)


(d) Capital risk


The Managers objective when managing capital is to optimise the Groups capital structure within the borrowing limits
set out in the CIS to fund future acquisitions and asset enhancement works at the Groups properties. To maintain
or achieve an optimal capital structure, the Manager may issue new units or source additional borrowings from both
financial institutions and capital markets.
MCT is subject to the aggregate leverage limit as defined in the Appendix 6 of the CIS (Property Funds Appendix).
The Property Funds Appendix stipulates that the total borrowings and deferred payments (together the
Aggregate Leverage) of a property fund should not exceed 35.0% of its Deposited Property. The Aggregate Leverage
of a property fund may exceed 35.0% of the Deposited Property (up to a maximum of 60.0%) only if a credit rating
of the property fund from Fitch Inc, Moodys Investors Service or Standard and Poors is obtained and disclosed to the
public. The property fund should continue to maintain and disclose a credit rating so long as its Aggregate Leverage
exceeds 35.0% of the Deposited Property. The Group and MCT currently has a corporate family rating of Baa2
(2012: Baa2) by Moodys Investors Service. The Group and MCT has complied with the Aggregate Leverage limit of
60.0% during the financial year.
The aggregate leverage ratio is calculated as total gross borrowings divided by total assets.
Group and MCT
2013
$000

Total gross borrowings


1,590,500
Total assets
3,886,066

Aggregate leverage ratio

40.9%

2012
$000

1,128,700
3,000,142
37.6%

There were no changes in the Groups approach to capital management during the financial year.
The Group is in compliance with externally imposed capital requirements for the financial year ended 31 March 2013
and 31 March 2012.
(e)

Fair value measurements


The following table presents assets and liabilities measured at fair value and classified by level of the following fair value
measurement hierarchy:
(a)

quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(b)

inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

(c)

inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
Level 1
$000

Level 2
$000

Level 3
$000

Total
$000

Group and MCT


As at 31 March 2013
Derivative financial instruments
- Interest rate swaps
-
(6,962)
-
(6,962)
- Interest rate cap
-
(2,614)
-
(2,614)

-
(9,576)
-
(9,576)

As at 31 March 2012
Derivative financial instruments
- Interest rate swaps
-
(8,360)
-
(8,360)
- Interest rate cap
-
(3,046)
-
(3,046)

(11,406)

(11,406)

118
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

21. FINANCIAL RISK MANAGEMENT (contd)


(e)

Fair value measurements (contd)


The fair value of the derivative financial instruments not traded in an active market is determined by using valuation
techniques based on market conditions existing at each balance sheet date. The fair values of interest rate swaps and
interest rate cap are calculated as the present value of the estimated future cash flows.
The carrying value less impairment provision of trade receivables, payables and borrowings approximates their fair values.

(f)

Financial instruments by category


The carrying amount of the different categories of financial instruments is as disclosed on the face of the balance sheet
and in Note 14 to the financial statements, except for the following:
Group

Loans and receivables


Financial liabilities at amortised cost

MCT

2013
$000

2013
$000

2012
$000

54,398
1,677,289

54,398
1,677,294

55,029
1,203,664

22. SIGNIFICANT RELATED PARTY TRANSACTIONS


For the purpose of these financial statements, parties are considered to be related to the Group when the Group has the
ability, directly or indirectly to control the party or exercise significant influence over the party in making financial and operating
decisions, or vice versa, or where the Group and the party are companies that are under common control with a Unitholder
that has significant influence. The Manager and the Property Manager are indirect wholly-owned subsidiaries of a significant
Unitholder of MCT.
During the financial year, in addition to those disclosed elsewhere in the financial statements, the following significant related
party transactions took place at terms agreed between the parties:

Property management fees paid/payable to related companies of the Manager


Trustees fees paid/payable to the Trustee
Managers management fees paid/payable to the Manager
Acquisition fees in units paid to the Manager in relation to the acquisition of property
Staff costs paid/payable to related company of the Manager
Rental and other related income received/receivable from related parties
Other products and service fees paid/payable to related parties
Finance income received from a related company of the Manager
Finance expenses paid to related company of the Manager
Acquisition of investment properties from related companies of the Manager
Project management fees payable to Property Manager

2013
$000

2012
$000

8,502
468
14,180
3,400
5,899
10,285
4,864
-
-
680,000
-

7,012
415
12,582
4,993
8,880
4,407
20
572
788,188
557

119
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

23. FINANCIAL RATIOS


2013

2012

Ratio of expenses to weighted average net assets1


- including performance component of asset management fees
0.86%
0.82%
- excluding performance component of asset management fees
0.52%
0.53%
Portfolio Turnover Ratio2
- 1

The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore dated 25 May 2005.
The expenses used in the computation relate to expenses of the Group, excluding property expenses, borrowing costs and income tax expense.
The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the Group expressed as a
percentage of daily average net asset value in accordance with the formulae stated in the CIS. The portfolio turnover ratio was nil for the financial
years ended 31 March 2013 and 31 March 2012 as there were no sales of investment properties.

24. SEGMENT REPORTING


For the purpose of making resource allocation decisions and the assessment of segment performance, MCTs management
reviews internal/management reports of its investment properties. This forms the basis of identifying the operating segments
of the Group.
The management considers the business from a business segment perspective and manages the business based on property
types.
Segment revenue comprises mainly of income generated from its tenants. Segment net property income represents the income
earned by each segment after allocating property operating expenses. This is the measure reported to the management for
the purpose of assessment of segment performance. In addition, the management monitors the non-financial assets as well
as financial assets attributable to each segment when assessing segment performance.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise mainly management fees, trust expenses, finance income and finance expenses.
Information regarding the Groups reportable segments is presented in the tables below.

120
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

24. SEGMENT REPORTING (contd)


The segment information provided to management for the reportable segments for the year ended 31 March 2013 is
as follows:

Gross revenue
Property operating expenses

Retail
$000

Office
$000

164,862
(50,529)

54,618
(12,946)

Total
$000

219,480
(63,475)

Segment net property income


114,333 41,672 156,005

Finance income
157
Finance expenses
(26,263)
Managers management fees
(14,180)
Trustees fees
(468)
Other trust expenses
(1,379)
Net income 113,872

Net change in fair value of financial derivatives
432
Fair value gains on investment properties
148,500
48,029
196,529
Total return for the financial year before income tax 310,833
Income tax credit
Total return for the financial year after income tax
before distribution
310,833

Segment assets
- Investment properties
2,310,100
1,521,100
3,831,200
- Trade receivables
4,054
727
4,781
- Non-trade receivables due from related parties
-
2,291
2,291

2,314,154 1,524,118

Unallocated assets
- Cash and cash equivalents
- Other receivables
- Other current assets

3,838,272

47,153
38
603

Total assets 3,886,066



Segment liabilities
43,865 13,452 57,317
Unallocated liabilities
- Trade and other payables
- Borrowings
- Current income tax liabilities
- Derivative financial instruments

33,928
1,586,044
4,357
9,576

Total liabilities 1,691,222



Other segmental information
Additions to and acquisitions of:
- Investment properties
5,400
684,371
689,771

121
Annual Report 2012/13

Mapletree Commercial Trust

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

24. SEGMENT REPORTING (contd)


The segment information provided to management for the reportable segments for the year ended 31 March 2012 is
as follows:
Retail
$000

Gross revenue
Property operating expenses

145,807
(46,146)

Office
$000

41,184
(10,078)

Total
$000

186,991
(56,224)

Segment net property income


99,661 31,106 130,767

Finance income
143
Finance expenses
(21,576)
Managers management fees
(12,582)
Trustees fees
(415)
Other trust expenses
(1,126)
Net income 95,211

Net change in fair value of financial derivatives
(2,737)
Fair value gains on investment properties
62,540
57,708
120,248
Total return for the financial year before income tax 212,722
Income tax credit
208,920
Total return for the financial year after income tax
before distribution 421,642

Segment assets
- Investment properties
2,156,200
788,700
2,944,900
- Trade receivables
4,296
568
4,864

2,160,496
789,268

Unallocated assets
- Cash and cash equivalents
- Other receivables
- Other current assets

2,949,764

49,816
215
347

Total assets 3,000,142



Segment liabilities
40,600
9,502
50,102
Unallocated liabilities
- Trade and other payables
- Borrowings
- Current income tax liabilities
- Derivative financial instruments

27,904
1,125,658
5,035
11,406

Total liabilities 1,220,105



Other segmental information
Additions to and acquisitions of:
- Investment properties
45,206
730,992
776,198
- Investment property under development
66,454
-
66,454

122
Mapletree Commercial Trust

Annual Report 2012/13

Notes to the Financial Statements


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

25. NEW OR REVISED RECOMMENDED ACCOUNTING PRACTICE, ACCOUNTING STANDARDS AND INTERPRETATIONS
On 29 June 2012, ICPAS issued a revised version of RAP 7. RAP 7 (2012) will become effective for the financial statements of
the Group and of MCT for the year ending 31 March 2014, and has not been applied in preparing these financial statements.
The Manager does not expect the application of RAP 7 (2012) to have significant impact on the financial statements of the
Group and of MCT.
Below is the mandatory standard that has been published, and is relevant for the Groups accounting periods beginning on
or after 1 April 2013 or later periods and which the Group has not early adopted:

FRS 113 Fair value measurement (effective for annual periods beginning on or after 1 January 2013)
FRS 113 provides consistent guidance across IFRSs on how fair value should be determined and which disclosures should
be made in the financial statements. The Group has yet to assess the full impact of FRS 113 and intends to adopt the
standard from 1 April 2013.

26. EVENTS OCCURRING AFTER BALANCE SHEET DATE


Subsequent to the balance sheet date:
a)

The Manager announced a distribution of 1.134 cents per unit, for the period from 4 February 2013 to 31 March 2013.

b)

The Group entered into interest rate swaps arrangement on 15 March 2013 with effective date on 4 April 2013.
The notional contract amounts to $277,100,000 whereby it will receive variable rates equal to the Singapore swap offer
rate on the notional amounts and pays fixed interest rates of 0.51% per annum.

c)

On 12 April 2013, the Group issued $70,000,000 in principal amount of 3.20% Notes due 2021 under the MTN
Programme. These notes will mature on 12 April 2021 and bear an interest of 3.20% per annum payable semi-annually
in arrears. The proceeds arising from the issue of the Notes will be used to refinance existing borrowings of the Group.

27. AUTHORISATION OF FINANCIAL STATEMENTS


The financial statements were authorised for issue by the Manager and the Trustee on 13 June 2013.

123
Annual Report 2012/13

Mapletree Commercial Trust

Statistics of Unitholdings
AS AT 29 MAY 2013

ISSUED AND FULLY PAID UNITS


2,069,243,332 units (voting rights: one vote per unit)
Market Capitalisation: S$2,855,555,798.16 (based on closing price of S$1.38 per unit on 29 May 2013)
DISTRIBUTION OF UNITHOLDINGS
Size of Unitholdings

No. of
Unitholders

0.08
78.35
21.36
0.21

No. of
Units

2,273
41,063,868
138,054,962
1,890,122,229

1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 and above

13
12,175
3,320
32

0.00
1.99
6.67
91.34

Total

15,540 100.00 2,069,243,332 100.00

LOCATION OF UNITHOLDERS
Country

No. of
Unitholders

No. of
Units

Singapore
Malaysia
Others

15,279 98.32 2,063,865,332 99.74


144 0.93 2,341,000 0.11
117 0.75 3,037,000 0.15

Total

15,540 100.00 2,069,243,332 100.00

TWENTY LARGEST UNITHOLDERS

No. Name

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

HarbourFront Place Pte. Ltd.


Citibank Nominees Singapore Pte Ltd
HarbourFront Eight Pte Ltd
DBS Nominees (Private) Limited
HSBC (Singapore) Nominees Pte Ltd
DBSN Services Pte. Ltd.
The HarbourFront Pte Ltd
NTUC Fairprice Co-Operative Limited
Raffles Nominees (Pte.) Limited
Sienna Pte. Ltd.
DB Nominees (Singapore) Pte Ltd
United Overseas Bank Nominees (Private) Limited
IRC1 Pte. Ltd.
BNP Paribas Securities Services
Mapletree Commercial Trust Management Ltd.
Morgan Stanley Asia (Singapore) Securities Pte Ltd
Bank of Singapore Nominees Pte. Ltd.
Meren Pte Ltd
Toh Lam Tiong
UOB Kay Hian Private Limited

Total

No. of
Units

353,409,091
350,690,614
281,100,799
183,309,857
163,697,622
142,378,367
109,890,110
61,466,000
49,148,345
37,669,000
27,284,602
26,114,232
18,945,000
16,936,243
15,935,332
8,439,716
7,164,200
5,000,000
4,836,000
3,445,000
1,866,860,130

17.08
16.95
13.58
8.86
7.91
6.88
5.31
2.97
2.38
1.82
1.32
1.26
0.92
0.82
0.77
0.41
0.35
0.24
0.23
0.17
90.23

124
Mapletree Commercial Trust

Annual Report 2012/13

Statistics of Unitholdings
AS AT 29 MAY 2013

SUBSTANTIAL UNITHOLDERS AS AT 29 MAY 2013

No. Name of Company

1
Temasek Holdings (Private) Limited (1)
2
Fullerton Management Pte Ltd (2)
3
Mapletree Investments Pte Ltd (3)
4
The HarbourFront Pte Ltd (4)
5
HarbourFront Place Pte. Ltd.
6
HarbourFront Eight Pte Ltd
7
AIA Group Limited (5)
8
AIA Company, Limited (5)
9
AIA Singapore Private Limited

Direct
Interest

Deemed
Interest

% of Total
Issued Capital

- 802,405,704
- 798,004,332
- 798,004,332
109,890,110 634,509,890
353,409,091
-
281,100,799
-
- 155,572,000
3,482,000 152,090,000
123,044,000
-

38.77
38.56
38.56
35.97
17.07
13.58
7.51
7.51
5.94

Notes
(1) Temasek

Holdings (Private) Limited (Temasek) is deemed to be interested in the 109,890,110 units held by The HarbourFront Pte Ltd, 353,409,091
units held by HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000 units held by Sienna Pte. Ltd. and
15,935,332 units held by Mapletree Commercial Trust Management Ltd.. The HarbourFront Pte Ltd, HarbourFront Place Pte. Ltd., HarbourFront Eight Pte
Ltd, Sienna Pte. Ltd. and Mapletree Commercial Trust Management Ltd. are subsidiaries of Mapletree Investments Pte Ltd which is in turn a subsidiary of
Fullerton Management Pte Ltd. Fullerton Management Pte Ltd is a subsidiary of Temasek. DBS Group Holdings Ltd is an associated company of Temasek.
As such, Temasek is also deemed to be interested in the 4,401,372 units held by DBS Group Holdings Ltd.
(2) Fullerton Management Pte Ltd, through its shareholding in Mapletree Investments Pte Ltd, is deemed to be interested in the 109,890,110 units held by
The HarbourFront Pte Ltd, 353,409,091 units held by HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000
units held by Sienna Pte. Ltd. and 15,935,332 units held by Mapletree Commercial Trust Management Ltd..
(3) Mapletree Investments Pte Ltd is deemed to be interested in the 109,890,110 units held by The HarbourFront Pte Ltd, 353,409,091 units held by
HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000 units held by Sienna Pte. Ltd. and 15,935,332 units held
by Mapletree Commercial Trust Management Ltd..
(4) The HarbourFront Pte Ltd as holding company of HarbourFront Place Pte. Ltd. and HarbourFront Eight Pte Ltd, is deemed to be interested in the
634,509,890 units held by HarbourFront Place Pte. Ltd. and HarbourFront Eight Pte Ltd.
(5) AIA Group Limited, as holding company of AIA Company, Limited, is deemed to be interested in the units held by its subsidiaries. AIA Company, Limited,
as holding company of AIA Singapore Private Limited, is deemed to be interested in the 123,044,000 units held by AIA Singapore Private Limited.

UNITHOLDINGS OF THE DIRECTORS OF THE MANAGER AS AT 21 APRIL 2013

No. Name

Direct
Interest

Deemed
Interest

1
2
3
4
5
6
7
8

340,000
55,000
-
40,000
-
489,000
-
489,000

-
-
-
300,000
200,000
1,200,000
-
-

Tsang Yam Pui


Michael George William Barclay
Samuel N. Tsien
Seah Bee Eng @ Jennifer Loh
Tan Chee Meng
Hiew Yoon Khong
Wong Mun Hoong
Amy Ng Lee Hoon

% of Total
Issued Capital

0.01
0.002
0.01
0.009
0.08
0.02

FREE FLOAT
Based on the information made available to the Manager as at 29 May 2013, approximately 53.55% of the units in MCT were held
in the hands of the public. Accordingly, Rule 723 of the Listing Manual of the SGX-ST has been complied with.

125
Annual Report 2012/13

Mapletree Commercial Trust

Interested Person Transactions


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

Aggregate value of all interested


person transactions during
the financial year under review
(excluding transactions
less than $100,000)
Transactions not conducted
under shareholders mandate
pursuant to Rule 920
2013
$000

2012
$000

Mapletree Investments Pte Ltd and its subsidiaries or associates


- Managers management fees
14,180
12,582
- Property management fees
8,502
7,012
- Staff costs
5,899
4,993
- Finance income
-
20
- Finance expenses
-
572
- Acquisition of investment properties
680,000
788,188
- Acquisition fees related to acquisition of property
3,400
- Project management fees
-
557
- Lease related income
1,320
932

DBS Trustee Limited
- Trustees fees
468
415

PSA Corporation Limited
- Lease related income
6,296
5,590

Vopak Terminals Singapore Pte Ltd
- Lease related income
1,114
966

StarHub Ltd and its subsidiaries
- Lease related income
1,089
898

Singapore Power Limited and its subsidiaries
- Lease related income
444
201
- Utilities expenses
3,535
3,000

Certis CISCO Security Pte. Ltd.
- Operation and maintenance expenses
871
1,061

MediaCorp Pte. Ltd.
- Marketing expenses
341
266

Please also see Significant Related Party Transactions in Note 22 to the Financial Statements.
There are no transactions conducted under shareholders mandate pursuant to Rule 920.
Save as disclosed above, there were no additional interested party transactions (excluding transactions of less than S$100,000 each)
entered into during the financial year under review.
As set out in MCTs Prospectus dated 18 April 2011, fees and charges payable by MCT to the Manager under the Trust Deed
(as amended) and to the Property Manager under the Property Management Agreement are not subject to Rule 905 and 906 of
the Listing Manual.

126
Mapletree Commercial Trust

Annual Report 2012/13

Use of Proceeds

The Manager raised gross proceeds of S$225.0 million on 4 February 2013 from the private placement.

The total cash proceeds raised from the private placement of 192,308,000 new units in MCT has been used towards the following:

-
S$218.2 million to part fund the purchase consideration for the acquisition of Mapletree Anson; and
-
remaining gross proceeds of S$6.8 million for the payment of issue and debt related transaction costs.

127
Annual Report 2012/13

Mapletree Commercial Trust

MAPLETREE COMMERCIAL TRUST


(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 25 August 2005 (as amended))

Notice of Annual General Meeting


NOTICE IS HEREBY GIVEN that the 2nd Annual General Meeting of the holders of units of Mapletree Commercial Trust
(MCT, and the holders of units of MCT, Unitholders) will be held at 10.00 a.m. on 23 July 2013 (Tuesday), at 10 Pasir Panjang
Road, Mapletree Business City, Multi Purpose Hall - Auditorium, Singapore 117438 to transact the following businesses:
(A) AS ORDINARY BUSINESS
1.

To receive and adopt the Report of DBS Trustee Limited, as trustee of MCT (the Trustee), the Statement by Mapletree
Commercial Trust Management Ltd., as manager of MCT (the Manager), and the Audited Financial Statements of
MCT for the financial year ended 31 March 2013 and the Auditors Report thereon.

2.

To re-appoint PricewaterhouseCoopers LLP as Auditors of MCT to hold office until the conclusion of the next Annual
General Meeting of MCT, and to authorise the Manager to fix their remuneration.

(B) AS SPECIAL BUSINESS


To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications:
3.

That approval be and is hereby given to the Manager, to

(a)

(i)

issue units in MCT (Units) whether by way of rights, bonus or otherwise; and/or

(ii)

make or grant offers, agreements or options (collectively, Instruments) that might or would require Units
to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities,
warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may
in its absolute discretion deem fit; and

(b)

issue Units in pursuance of any Instruments made or granted by the Manager while this Resolution was in force
(notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such
Units are issued),

provided that:
(1)

the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total
number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below),
of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty
per cent. (20%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance
with sub-paragraph (2) below);

(2)

subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the
aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units
(excluding treasury Units, if any) shall be based on the number of issued Units (excluding treasury Units, if any)
at the time this Resolution is passed, after adjusting for:
(a)

any new Units arising from the conversion or exercise of any Instruments which are outstanding or subsisting
at the time this Resolution is passed; and

(b)

any subsequent bonus issue, consolidation or subdivision of Units;

128
Mapletree Commercial Trust

Annual Report 2012/13

MAPLETREE COMMERCIAL TRUST


(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 25 August 2005 (as amended))

Notice of Annual General Meeting


(3) in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the
Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the
SGX-ST) and the trust deed constituting MCT (as amended) (the Trust Deed) for the time being in force
(unless otherwise exempted or waived by the Monetary Authority of Singapore);
(4) unless revoked or varied by Unitholders in a general meeting, the authority conferred by this Resolution shall
continue in force until (i) the conclusion of the next Annual General Meeting of MCT or (ii) the date by which the
next Annual General Meeting of MCT is required by applicable regulations to be held, whichever is earlier;
(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or
Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues
or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such
adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force
at the time the Instruments or Units are issued; and
(6)

the Manager and the Trustee, be and are hereby severally authorised to complete and do all such acts and things
(including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee
may consider expedient or necessary or in the interest of MCT to give effect to the authority conferred by this
Resolution.
(Please see Explanatory Notes)

BY ORDER OF THE BOARD


Mapletree Commercial Trust Management Ltd.
(Company Registration No. 200708826C)
As Manager of Mapletree Commercial Trust

Wan Kwong Weng


Joint Company Secretary
Singapore
28 June 2013

Notes:
1. A Unitholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote in
his/her stead. A proxy need not be a Unitholder.
2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her holding
(expressed as a percentage of the whole) to be represented by each proxy.
3. The proxy form must be lodged at the Managers registered office at 10 Pasir Panjang Road, #13-01 Mapletree Business City, Singapore 117438
not later than 10.00 a.m. on 21 July 2013 being 48 hours before the time fixed for the Annual General Meeting.

129
Annual Report 2012/13

Mapletree Commercial Trust

MAPLETREE COMMERCIAL TRUST


(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 25 August 2005 (as amended))

Notice of Annual General Meeting


Explanatory Notes:
Resolution 3
The Ordinary Resolution 3 above, if passed, will empower the Manager from the date of this Annual General Meeting until
(i) the conclusion of the next Annual General Meeting of MCT or (ii) the date by which the next Annual General Meeting of
MCT is required by the applicable regulations to be held, whichever is earlier, to issue Units and to make or grant instruments
(such as securities, warrants or debentures) convertible into Units and issue Units pursuant to such instruments, up to a number
not exceeding fifty per cent. (50%) of the total number of issued Units (excluding treasury Units, if any) with a sub-limit of twenty
per cent. (20%) for issues other than on a pro rata basis to Unitholders.
For determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based
on the issued Units at the time the Ordinary Resolution 3 above is passed, after adjusting for new Units arising from the conversion
or exercise of any Instruments which are outstanding at the time this Resolution is passed and any subsequent bonus issue,
consolidation or subdivision of Units.
Fund raising by issuance of new Units may be required in instances of property acquisitions or debt repayments. In any event,
if the approval of Unitholders is required under the Listing Manual of the SGX-ST and the Trust Deed or any applicable laws and
regulations in such instances, the Manager will then obtain the approval of Unitholders accordingly.

130
Mapletree Commercial Trust

Annual Report 2012/13

MAPLETREE COMMERCIAL TRUST

IMPORTANT:
1. For investors who have used their CPF monies to buy units in Mapletree
Commercial Trust, this Annual Report is forwarded to them at the request of
their CPF Approved Nominees and is sent solely FOR THEIR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for
all intents and purposes if used or is purported to be used by them.
3. CPF Investors who wish to attend the Annual General Meeting as observers
have to submit their requests through their CPF Approved Nominees within the
time frame specified. If they also wish to vote, they must submit their voting
instructions to the CPF Approved Nominees within the time frame specified to
enable them to vote on their behalf.
4. PLEASE READ THE NOTES TO THE PROXY FORM.

(Constituted in the Republic of Singapore pursuant to


a Trust Deed dated 25 August 2005 (as amended))

PROXY FORM
2nd Annual General Meeting

I/We


(Name(s) and NRIC/Passport/Company Registration Number(s))

of

(Address)

being a unitholder/unitholders of Mapletree Commercial Trust (MCT), hereby appoint:


Name

Address

NRIC/Passport Number

Proportion of Units (%)

Address

NRIC/Passport Number

Proportion of Units (%)

and/or (delete as appropriate)


Name

or, both of whom failing, the Chairman of the 2nd Annual General Meeting as my/our proxy/proxies to attend and to vote for
me/us on my/our behalf and if necessary, to demand a poll, at the 2nd Annual General Meeting of MCT to be held at 10.00 a.m.
on 23 July 2013 (Tuesday), at 10 Pasir Panjang Road, Mapletree Business City, Multi Purpose Hall - Auditorium, Singapore 117438
and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the
2nd Annual General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or
abstain from voting at his/her/their discretion, as he/she/they may on any other matter arising at the 2nd Annual General Meeting.
No.

Ordinary Resolutions

For*

ORDINARY BUSINESS

1.

To receive and adopt the Trustees Report, the Managers Statement, the Audited
Financial Statements of MCT for the financial year ended 31 March 2013 and the
Auditors Report thereon.

2.

To re-appoint PricewaterhouseCoopers LLP as Auditors and to authorise the Manager


to fix the Auditors remuneration.

SPECIAL BUSINESS

3.

To authorise the Manager to issue Units and to make or grant convertible instruments.

Against*

* If you wish to exercise all your votes For or Against, please tick () within the box provided. Alternatively, please indicate
the number of votes as appropriate.

Dated this

day of

2013

Total number of Units held

Signature(s) of Unitholder(s) or
Common Seal of Corporate Unitholder
131
Annual Report 2012/13

Mapletree Commercial Trust

1st fold here

Postage will be
paid by
addressee.

commercial

For posting in
Singapore only.

BUSINESS REPLY SERVICE


PERMIT NO. 08986

The Company Secretary


Mapletree Commercial Trust Management Ltd.
(as Manager of Mapletree Commercial Trust)
10 Pasir Panjang Road
#13-01 Mapletree Business City
Singapore 117438

2nd fold here

IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW


Notes to Proxy Form
1.
A unitholder of MCT (Unitholder) entitled to attend and vote at the Annual General Meeting is entitled to appoint one or two proxies
to attend and vote in his/her stead.
2.
Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her holding
(expressed as a percentage of the whole) to be represented by each proxy.
3.
A proxy need not be a Unitholder.
4.
A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his/her name in the Depository Register
maintained by The Central Depository (Pte) Limited (CDP), he/she should insert that number of Units. If the Unitholder has Units registered
in his/her name in the Register of Unitholders of MCT, he/she should insert that number of Units. If the Unitholder has Units entered against
his/her name in the said Depository Register and registered in his/her name in the Register of Unitholders, he/she should insert the aggregate
number of Units. If no number is inserted, this proxy form will be deemed to relate to all the Units held by the Unitholder.
5.
The instrument appointing a proxy or proxies (the Proxy Form) must be deposited at the Managers registered office at 10 Pasir Panjang
Road, #13-01 Mapletree Business City, Singapore 117438 not later than 10.00 a.m. on 21 July 2013, being 48 hours before the time set
for the Annual General Meeting.
6.
Completion and return of the Proxy Form shall not preclude a Unitholder from attending and voting at the Annual General Meeting.
Any appointment of a proxy or proxies shall be deemed to be revoked if a Unitholder attends the Annual General Meeting in person, and
in such event, the Manager reserves the right to refuse to admit any person or persons appointed under the Proxy Form, to the Annual
General Meeting.
7.
The Proxy Form must be executed under the hand of the appointor or of his/her attorney duly authorised in writing. Where the Proxy Form
is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
8.
Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy of such power or authority must (failing previous registration with
the Manager) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.
9.
The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions
of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units
entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units
entered against his/her name in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting,
as certified by CDP to the Manager.
10. All Unitholders will be bound by the outcome of the Annual General Meeting regardless of whether they have attended or voted at the
Annual General Meeting.
11. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded by the Chairman or by five or more Unitholders present in person or by proxy, or holding or
representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded, a declaration by the Chairman that
such a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against such resolution.
12. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one
of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every
Unit of which he/she is the Unitholder. A person entitled to more than one vote need not use all his/her votes or cast them the same way.

132
3rd fold here
Mapletree
Commercial Trust

Annual Report 2012/13

Corporate Directory

Manager
Mapletree Commercial Trust
Management Ltd.

Management
Ms Amy Ng Lee Hoon
Chief Executive Officer

Registered Office
10 Pasir Panjang Road #13-01
Mapletree Business City
Singapore 117438
T : +65 6377 6111
F : +65 6376 2168
W : www.mapletreecommercialtrust.com.sg
E : enquiry_mct@mapletree.com.sg

Mr Chan Tuck Kay


Co-Head, Asset Management/
Investments

Board of Directors
Mr Tsang Yam Pui
Chairman and Non-Executive Director
Ms Seah Bee Eng @ Jennifer Loh
Chairman of the Audit and Risk Committee
and Independent Director
Mr Michael George William Barclay
Member of the Audit and Risk Committee
and Independent Director
Mr Samuel N. Tsien
Member of the Audit and Risk Committee
and Independent Director
Mr Tan Chee Meng
Independent Director
Mr Hiew Yoon Khong
Non-Executive Director
Mr Wong Mun Hoong
Non-Executive Director
Ms Amy Ng Lee Hoon
Executive Director and
Chief Executive Officer

Mr Chapman Seah Yen Kwei


Co-Head, Asset Management/
Investments
Mr Koh Wee Leong
Director, Investor Relations
Corporate Services
Mr Wan Kwong Weng
Joint Company Secretary
Ms See Hui Hui
Joint Company Secretary
Unit Registrar
Boardroom Corporate & Advisory
Services Pte. Ltd.
50 Raffles Place #32-01
Singapore Land Tower
Singapore 048623
T : +65 6536 5355
F : +65 6536 1360

Trustee
DBS Trustee Limited
12 Marina Boulevard
#44-01/04
DBS Asia Central @
Marina Bay Financial Centre Tower 3
Singapore 018982
T : +65 6878 8888
F : +65 6878 3977
Auditor
PricewaterhouseCoopers LLP
8 Cross Street #17-00
PWC Building
Singapore 048424
T : +65 6236 3388
F : +65 6236 3300
Partner-in-charge
Mr Yee Chen Fah
(since financial year ended 31 March 2013)

Mapletree Commercial Trust Management Ltd.


(as Manager of Mapletree Commercial Trust)
Co. Reg. No. 200708826C
10 Pasir Panjang Road
#13-01 Mapletree Business City
Singapore 117438

This report is printed on


environmentally friendly paper.

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