EC World REIT - Annual Report 2016

EC World Real Estate Investment Trust ANNUAL REPORT 2016

Dealing with Conflicts of Interest

The following principles and procedures have been established to deal with potential conflicts of interest which the

Manager (including its Directors, executive officers and employees) may encounter in managing ECW:

(a) the Manager is a dedicated manager to ECW and will not manage any other REIT or be involved in any other real

property business;

(b) all resolutions at meetings of the Board in relation to matters concerning ECWmust be decided by a majority vote

of the Directors, including at least one ID;

nominees appointed by Sponsor and/or its subsidiaries to the Board will abstain from voting. In such matters,

the quorum must comprise a majority of IDs and shall exclude such nominee Directors of Sponsor and/or its

subsidiaries;

(d) in respect of matters in which a Director or his associates have an interest, whether direct or indirect, such

interested Director will abstain from voting. In such matters, the quorummust comprise a majority of the Directors

and shall exclude such interested Director(s);

(e) if the Manager is required to decide whether or not to take any action against any person in relation to any

breach of any agreement entered into by the Trustee for and on behalf of ECW with an affiliate of the Manager,

the Manager is obliged to consult with a reputable law firm (acceptable to the Trustee) which shall provide legal

advice on the matter. If the said law firm is of the opinion that the Trustee, on behalf of ECW, has a prima facie case

against the party allegedly in breach under such agreement, the Manager is obliged to pursue the appropriate

remedies under such agreement;

(f)

Any decision by the Manager not to take action against a related party of the Manager shall not constitute a waiver

of the Trustee’s right to take such action as it deems fit against such related party; and

(g) at least one-third of the Board shall comprise IDs.

Additionally, the Trustee has been granted a right of first refusal by the Sponsor to purchase any income-producing

real estate worldwide with certain specified characteristics which may in the future be identified and targeted for

acquisition by the Sponsor or any of its subsidiaries.

Under the Trust Deed, in respect of voting rights where the Manager would face a conflict between its own interests

and that of Unitholders, the Manager shall cause such voting rights to be exercised according to the discretion of the

Trustee.

Dealings in Securities

Each Director and the CEO of the Manager is to give notice to the Manager of his acquisition of ECW Units or of

changes in the number of Units or, as the case may be, ECW Units which he holds or in which he has an interest, within

two business days after such acquisition or the occurrence of the event giving rise to changes in the number of the

units or, as the case may be, ECW Units which he holds or in which he has an interest.

All dealings in the ECREIT Units by the Manager Directors will be announced via SGXNET, with the announcement to

be posted on the internet at the SGX-ST website

Corporate

Governance