Composition of the Board
	Independence of Directors
	Interested Person Transactions
	Whistle Blower Policy

The regime under the Business Trusts Act (BTA) stipulates requirements and obligations in respect of corporate governance. For example, the Business Trusts Regulations (BTR) sets out the requirements for, among other things, board composition of a trustee-manager, audit committee composition of a trustee-manager and independence of directors of a trustee-manager. The following is a summary of the material provisions of the BTA insofar as they relate to the Board.

Composition of the Board

The Board of the Trustee-Manager must comprise¹:

	•	at least a majority of Directors who are independent from management and business relationships with the Trustee-Manager;
	•	at least one-third of Directors who are independent from management and business relationships with the Trustee-Manager and from every substantial shareholder of the Trustee-Manager; and
	•	at least a majority of Directors who are independent from any single substantial shareholder of the Trustee-Manager2.

Independence of Directors³

Independence from management and business relationships
To be considered independent from management and business relationships with the Trustee-Manager (whether or not the Trustee-Manager is acting for or on behalf of a-iTrust), a Director must not have any:

	•	management relationships with the Trustee-Manager or with any of its subsidiaries; or
	•	business relationships with the Trustee-Manager or with any of its related corporations, or with any officer of the Trustee-Manager or any of its related corporations, that could interfere with the exercise of his independent judgment with regard to the interests of all the Unitholders of a-iTrust as a whole.

Independence from management relationships
A Director is not considered to be independent from management relationships with the Trustee- Manager if:

	•	he is employed by the Trustee-Manager or by any of its subsidiaries, or has been so employed, at any time during the current financial year or any of the preceding three financial years of the Trustee-Manager;
	•	any member of his immediate family:
- is being employed by the Trustee-Manager or by any of its subsidiaries as an executive officer whose compensation is determined by the Board or the subsidiary, as the case may be; or
- has been so employed at any time during the current financial year or any of the preceding three financial years of the Trustee-Manager; or
	•	he is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the management of the Trustee-Manager or any of its subsidiaries.

¹ Section 14(2) of the BTA provides that contravention of the provision on board composition is an offence and renders the Trustee-Manager liable on conviction to a fine not exceeding S$100,000.
² Where a single substantial shareholder has an interest in 50% or more of the voting shares in the Trustee-Manager, this requirement shall not apply to the Trustee-Manager in respect of the independence of its directors from that substantial shareholder.
³ Regulations 3 and 4 of the BTR.

Independence from business relationships
A Director is not considered to be independent from business relationships with the Trustee-Manager or with any of its related corporations, or with any officer of the Trustee-Manager or any of its related corporations, if:

	•	he is a substantial shareholder, a director or an executive officer of any corporation, or a sole proprietor or partner of any firm, where such corporation, sole proprietorship or firm carries on business for purposes of profit to which the Trustee-Manager or any of its related corporations has made, or from which the Trustee-Manager or any of its related corporations has received, payments (whether or not the Trustee-Manager is acting for or on behalf of a-iTrust) at any time during the current or immediately preceding financial year of the Trustee-Manager; or
	•	he is receiving or has received compensation from the Trustee-Manager or any of its related corporations, other than remuneration received for his service as a director or as an employee of the Trustee-Manager or any of its related corporations, at any time during the current or immediately preceding financial year of the Trustee-Manager.

Independence from substantial shareholder
A Director is considered to be independent from a substantial shareholder of the Trustee-Manager if he is not a substantial shareholder of the Trustee-Manager or is not connected to that substantial shareholder of the Trustee-Manager.

The Director is connected to the substantial shareholder if:

	•	in the case where the substantial shareholder is an individual, the Director is:
- a member of the immediate family of the substantial shareholder;
- a partner of a firm of which the substantial shareholder is also a partner; or - accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or
	•	in the case where the substantial shareholder is a corporation, the Director is:
- employed by the substantial shareholder; - employed by a subsidiary or an associated company of the substantial shareholder; - a director of the substantial shareholder; - an executive director of a subsidiary or an associated company of the substantial shareholder; - a non-executive director of a subsidiary or an associated company of the substantial shareholder, where the subsidiary or associated company is not the Trustee-Manager; - a partner of a firm of which the substantial shareholder is also a partner; or - accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.

Board of Directors of the Trustee-Manager
The following outlines the main corporate governance practices of the Trustee-Manager.

The Board is responsible for the overall corporate governance of the Trustee-Manager including establishing goals for management and monitoring the achievement of these goals. The Trustee- Manager is also responsible for the strategic business direction and risk management of a-iTrust. All Board members participate in matters relating to corporate governance, business operations and risks, financial performance and the nomination and review of Directors. The Board has established a framework for the management of the Trustee-Manager and a-iTrust, including a system of internal control and a business risk management process. The Board consists of seven members, five of whom are Independent Directors for the purposes of the BTA.

In addition to compliance with requirements under the BTA, the composition of the Board is determined using the following principles:

	•	the Chairman of the Board should be a non-executive Director; and
	•	the Board should comprise Directors with a broad range of commercial experience including expertise in funds management and the property industry. The composition will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience.

Audit Committee
The audit committee of the trustee-manager of a registered business trust is required to be composed of three or more members:

	•	all of whom are independent of management and business relationships with the trustee- manager; and
	•	at least a majority of whom, including the chairman of the audit committee, are independent of management and business relationships with the trustee-manager and independent from every substantial shareholder of the trustee-manager4.

On 27 June 2007, the Board passed a resolution to approve the formation of an audit committee (the "Audit Committee") and the appointment of its members. As at the date of this Prospectus, the members of the Audit Committee are Messrs David Lim Tik En, Sundaresh Menon and Lim Hock San. Mr Lim Hock San has been appointed as the Chairman of the Audit Committee. The role of the Audit Committee is to monitor and evaluate the effectiveness of the Trustee-Manager's internal controls. The Audit Committee also reviews the quality and reliability of information prepared for inclusion in financial reports, and is responsible for the nomination of external auditors and reviewing the adequacy of external audits in respect of cost, scope and performance.

The Audit Committee's responsibilities also include:

	•	reviewing property acquisition opportunities offered to the Trustee-Manager by unlisted funds established in India in which ALI invests as a minority shareholder;
	•	monitoring the procedures established to regulate interested person transactions, including ensuring compliance with the provisions of the Listing Manual relating to "interested person transactions" (as defined therein);
	•	reviewing external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by the management;
	•	reviewing the financial statement and the internal audit reports to ascertain that the guidelines and procedures established to monitor interested person transactions have been complied with;
	•	ensuring that the internal audit function is adequately resourced and has appropriate standing with a-iTrust;
	•	monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manual and the BTA;
	•	monitoring the procedures established to regulate interested person transactions, including ensuring compliance with the provisions of the Listing Manual relating to "interested person transactions" (as defined therein);
	•	nominating external auditors;
	•	reviewing the nature and extent of non-audit services performed by external auditors;
	•	reviewing, on an annual basis, the independence and objectivity of the external auditors;
	•	meeting with external and internal auditors, without the presence of the Executive Officers, at least on an annual basis;
	•	examining the effectiveness of financial, operating and compliance controls;
	•	investigating any matters within the Audit Committee's terms of reference, whenever it deems necessary; and
	•	reporting to the Board on material matters, findings and recommendations.

⁴ Section 14(2) of the BTA provides that contravention of the aforesaid requirements is an offence and renders the trustee-manager liable on conviction to a fine not exceeding S$100,000.

Dealings in Units
The BTA requires each Director to give notice in writing to the Trustee-Manager of his acquisition of Units or of changes in the number of Units which he holds or in which he has an interest, within two Business Days after the date on which the Director became a Director of the Trustee-Manager or the date of such acquisition or the occurrence of the event giving rise to changes in the number of Units which he holds or in which he has an interest.

All dealings in Units by Directors will be announced via SGXNET, with the announcement to be posted on the internet at the SGX-ST website http://www.sgx.com.

The Directors and employees of the Trustee-Manager are encouraged, as a matter of internal policy, to hold Units but are prohibited from dealing in the Units:

	•	in the period commencing one month before the public announcement of a-iTrust's annual and semi-annual results and (where applicable) property valuations and two weeks before the public announcement of a-iTrust's quarterly results, and ending on the date of announcement of the relevant results or, as the case may be, property valuations; and
	•	at any time while in possession of price sensitive information.

In addition, the Trustee-Manager will announce to the SGX-ST the particulars of its holdings in the Units and any changes thereto within two Business Days after the date on which it acquires or, as the case may be, disposes of any Units. The Trustee-Manager has also undertaken that it will not deal in the Units in the period commencing one month before the public announcement of a-iTrust's annual and semi-annual results and (where applicable) property valuations and two weeks before the public announcement of a-iTrust's quarterly results, and ending on the date of announcement of the relevant results or, as the case may be, property valuations.

Where a-iTrust acquires or divests real estate assets from/to Interested Persons, and the Trustee- Manager receives acquisition fees or divestment fees or part thereof in the form of Units, the Trustee-Manager shall not transfer such Units within one year from its issuance.

Management of Business Risk
The Board will meet quarterly or more often if necessary and will review the financial performance of the Trustee-Manager and a-iTrust against a previously approved budget. The Board will also review the business risks of a-iTrust, examine liability management and will act upon any comments from the auditors of a-iTrust.

The Trustee-Manager has appointed experienced and well-qualified management personnel to handle the day-to-day operations of the Trustee-Manager and a-iTrust. In assessing business risk, the Board will consider the economic environment and risks relevant to the property industry. It reviews management reports and feasibility studies on individual development projects prior to approving major transactions. The management meets regularly to review the operations of the Trustee-Manager and a-iTrust and discuss any disclosure issues.

Potential Conflicts of Interest
The Trustee-Manager is an indirect wholly-owned subsidiary of Ascendas. There may be potential conflicts of interest between a-iTrust, the Trustee-Manager and Ascendas.

Ascendas will, immediately after the completion of the Offering hold 127,638,388 Units constituting approximately 17% of the total number of Units expected to be in issue, based on the Offering Price and assuming that the Over-Allotment Option is exercised in full.

Although the Trustee-Manager is a related corporation of Ascendas, the Board composition includes five Independent Directors who comprise the majority of the Board.

The Trustee-Manager has also instituted the following procedures to deal with conflicts of interest issues:

	•	Under the BTA, the Trustee-Manager is not allowed to carry on any other business other than the management and operation of a-iTrust as its trustee-manager.
	•	All executive officers will be employed by the Trustee-Manager.
	•	All resolutions in writing of the Directors in relation to matters concerning a-iTrust must be approved by a majority of the Independent Directors.
	•	In respect of matters in which Ascendas and/or its subsidiaries have an interest, direct or indirect, any nominees appointed by Ascendas and/or its subsidiaries to the Board to represent its/their interests will abstain from voting. In such matters, the quorum must comprise a majority of the Independent Directors and must exclude nominee Directors of Ascendas and/or its subsidiaries.
	•	Where matters concerning a-iTrust relate to transactions entered into or to be entered into by the Trustee-Manager for and on behalf of a-iTrust with a related party of the Trustee-Manager (which would include relevant associates thereof) or a-iTrust, the Board is required to consider the terms of such transactions to satisfy itself that such transactions are conducted on normal commercial terms, are not prejudicial to the interests of a-iTrust and the Unitholders, and in accordance with all applicable requirements of the Listing Manual and the BTA relating to the transaction in question. If the Trustee-Manager is to sign any contract with a related party of the Trustee- Manager or a-iTrust, the Trustee-Manager will review the contract to ensure that it complies with the provisions of the Listing Manual and the BTA relating to interested person transactions (as may be amended from time to time) as well as such other guidelines as may from time to time be prescribed by the MAS and SGX-ST to apply to business trusts.

Interested Person Transactions

Interested Person Transactions in Connection with the Establishment of a-iTrust

	1.	CPITPPL Share Purchase Agreement On 1 November 2006, L&T Infocity, AIPL and the Singapore SPV entered into a share purchase agreement (the "CPITPPL Share Purchase Agreement"), under which the Singapore SPV acquired from AIPL and L&T Infocity the entire issued and paid-up capital of CPITPPL, comprising 50,000 equity shares of Rs. 10 each and 1,976,000 redeemable cumulative preference shares of Rs. 100 each. The total consideration paid by the Singapore SPV was Rs. 790 million. The Trustee-Manager believes that the terms of the CPITPPL Share Purchase Agreement are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and/or the Unitholders.
	2.	ITPL Share Purchase Agreement On 31 May 2005, the Singapore SPV entered into a share purchase agreement (the "ITPL Share Purchase Agreement") with ALI under which the Singapore SPV agreed to purchase and ALI agreed to sell the entire issued and paid-up capital of ITPI, for a total consideration of S$43,040,940. ITPI in turn owns 46.4% of the entire issued and paid-up capital of ITPL. The Trustee-Manager believes that the terms of the ITPL Share Purchase Agreement are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and/or the Unitholders.
	3.	Acquisition of AITPCL Shares
a. On 30 March 2007, the Singapore SPV entered into a share purchase agreement with AIPL and the Property Manager (the "First AITPCL SPA"), under which the Singapore SPV agreed to purchase, and AIPL and the Property Manager agreed to sell 36,964,999 equity shares and 1,750,001 equity shares, respectively, in AITPCL to the Singapore SPV over two tranches for a total consideration of Rs. 1,009,466,792. The sale and purchase of the first tranche, comprising 21,315,000 equity shares (amounting to 49% of the share capital of AITPCL) was completed on 30 March 2007, for a total purchase consideration of Rs. 555,773,852. The sale and purchase of the second tranche, comprising 17,400,000 equity shares (amounting to a further 40% of the share capital of AITPCL) was completed on 11 May 2007, for a total purchase consideration of Rs. 453,692,940.
b. On 29 June 2007, AITPCL issued 52,109,500 equity shares to ALI for a consideration of Rs. 521,095,000.
c. On 2 July 2007, the Singapore SPV entered into a share purchase agreement with ALI (the "Second AITPCL SPA"), under which the Singapore SPV agreed to purchase and ALI agreed to sell 21,805,000 equity shares in AITPCL for a total consideration of Rs. 578,500,000. The sale and purchase was completed on 12 July 2007.

The Trustee-Manager believes that each of the foregoing acquisition of shares in AITPCL by the Singapore SPV are on normal commercial terms and not prejudicial to the interests of a-iTrust and/or the Unitholders.

The Trustee-Manager has not entered into any other transactions with any related party of the Trustee-Manager in connection with the setting up of a-iTrust.

Present and Ongoing Interested Person Transactions

	1.	Property Management Agreements The Trustee-Manager, on behalf of a-iTrust, has entered into the Master Property Management Agreement with the Property Manager for the operation, maintenance, management and marketing of the properties from time to time and the Initial Properties Management Agreement for the operation, maintenance, management and marketing of the Properties. The Trustee-Manager considers that the Property Manager has the necessary expertise and resources to perform the property management, lease management and marketing services for the Properties and future properties to be acquired directly or indirectly by a-iTrust. Based on its experience, expertise and knowledge of contracts, the Trustee-Manager believes that the terms of the Master Property Management Agreement and the Initial Properties Management Agreement are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and the Unitholders.
	2.	AITPCL Share Purchase Agreement On 2 July 2007, the Singapore SPV entered into a share purchase agreement with ALI (the "AITPCL Share Purchase Agreement"), under which the Singapore SPV agreed to purchase and ALI agreed to sell 30,304,500 equity shares in AITPCL for total consideration of S$63,000,000 determined on an arm's length basis and based on recent market comparables. The sale and purchase is targeted to be completed upon the Listing. Post-completion, the Singapore SPV and TIDCO will hold 89.0% and 11.0% of the share capital of AITPCL respectively. The Trustee-Manager believes that the terms of the AITPCL Share Purchase Agreement are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and/or the Unitholders.
	3.	Licence granted by Ascendas Pte Ltd to ITPL for the use of trademarks In consideration for the payment of a nominal sum of S$1.00, Ascendas Pte Ltd granted a non-exclusive, non-transferable licence to the Trustee-Manager for the use of the "Ascendas" and "Ascendas India" names and related logos (including the infinity logo) for use in connection with the business of a-iTrust. The licence became effective from the date of this Offering and will terminate upon the date that the Trustee-Manager ceases to be the trustee-manager of a-iTrust for whatever reason. Ascendas Pte Ltd may terminate the licence (i) upon giving of at least three months' notice in writing to the Trustee-Manager, or (ii) if the Trustee-Manager commits any material breach the terms of the licence. The Trustee-Manager believes that the terms of the Licence Agreement are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and/or the Unitholders.
	4.	Deed of lease obtained by the Property Manager for premises on ITPC Under a deed of lease (the "Deed of Lease") dated 23 February 2006 between the Property Manager and AITPCL, AITPCL leased 7,350 sq ft of SBA to the Property Manager for a period of 5 years from 16 September 2005 at an aggregate rental income of approximately Rs. 294,000 per month. The lease period is renewable by mutual agreement of both parties. The amount of rental income received by AITPCL from the Property Manager for the financial year ended 31 March 2007 was Rs. 3,528,000. The Trustee-Manager believes that the terms of the Deed of Lease are made on normal commercial terms and are not prejudicial to the interests of a-iTrust and the Unitholders.

Exempted Agreements
The fees and charges payable by a-iTrust to the Trustee-Manager under the Trust Deed and to the Property Manager under the Property Management Agreements, the purchase price payable by a-iTrust (through the Singapore SPV) to ALI under the AITPCL Share Purchase Agreement and the Deed of lease entered into between the Property Manager and AITPCL respectively (collectively, the "Exempted Agreements"), each of which constitutes an interested person transaction, are deemed to have been specifically approved by the Unitholders upon subscription for the Units and are therefore not subject to Rules 905 and 906 of the Listing Manual to the extent that there is no subsequent change to the rates and/or bases of the fees charged thereunder or the terms thereof which will adversely affect a-iTrust. However, the renewal of such agreements will be subject to Rules 905 and 906 of the Listing Manual and any amendments thereto.

Future Interested Person Transactions
a-iTrust is regulated by the Listing Manual and the BTA. The Listing Manual and the BTA regulate all interested person transactions. Depending on the materiality of the transaction, a-iTrust may be required to make a public announcement of the transaction (Rule 905 of the Listing Manual), or to make a public announcement of and to obtain Unitholders' prior approval for the transaction (Rule 906 of the Listing Manual). Section 86 of the BTA further requires (a) the Board to make a written statement in accordance with the resolution of the Board and signed by not less than two Directors on behalf of the Board certifying that, inter alia, the interested person transaction is not detrimental to the interests of all the Unitholders of a-iTrust as a whole based on the circumstances at the time of the transaction, and (b) the Chief Executive Officer to, in his personal capacity, make a written statement certifying that he is not aware of any violation of duties of the Trustee-Manager which would have a material adverse effect on the business of a-iTrust and the interests of all the Unitholders as a whole. These statements must be annexed to the profit and loss accounts of a-iTrust in its annual financial statements.

In addition to these written statements, Section 87 of the BTA also requires the Board to attach to a-iTrust's profit and loss accounts, a statement of policies and practices in relation to management and governance of a-iTrust containing such information prescribed by Regulation 20 of the BTR which includes, inter alia, a description of measures put in place by the Trustee-Manager to review interested person transactions in relation to a-iTrust.

The Trust Deed requires the Trustee-Manager to comply with the provisions of the Listing Manual relating to interested person transactions as well as the BTA and such other guidelines relating to interested person transactions as may be prescribed by the MAS or the SGX-ST to apply to business trusts.

The Trustee-Manager may at any time in the future seek a general annual mandate from the Unitholders pursuant to Rule 920(1) of the Listing Manual for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations with interested persons, and all transactions conducted under such a general mandate for the relevant financial year will not be subject to the requirements under Rules 905 and 906 of the Listing Manual. In seeking such a general annual mandate, the Trustee-Manager will appoint an independent financial adviser pursuant to Rule

920(1)(b)(v) of the Listing Manual to render an opinion as to whether the methods or procedures for determining the transaction prices of the transactions contemplated under the annual general mandate are sufficient in an effort to ensure that such transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of a-iTrust and the Unitholders.

Both the BTA and the Listing Manual requirements would have to be complied with in respect of a proposed interested person transaction which is prima facie governed by both sets of rules. Where matters concerning a-iTrust relate to transactions entered or to be entered into by the Trustee-Manager for and on behalf of a-iTrust with an "interested person" under the Listing Manual and/or the BTA, the Trustee-Manager is required to ensure that such transactions are conducted in accordance with applicable requirements of the Listing Manual, the BTA and/or such other applicable guidelines relating to the transaction in question.

In particular, when a-iTrust acquires other assets from Ascendas or parties related to Ascendas in the future, the Trustee-Manager will obtain appraisals from independent parties and comply with all other requirements applicable to such transactions under the Listing Manual and the BTA. In any event, interested person transactions entered into by a-iTrust in the future (including acquisitions of properties from Ascendas or parties related to Ascendas), depending on the materiality of such transactions, may need to be publicly announced or, as the case may be, publicly announced and approved by Unitholders, and will, in addition to such other requirements under the Listing Manual and/or the BTA, be:

	•	decided by a majority vote of the Directors, including the vote of at least one Independent Director (provided that any resolutions in writing of the Directors passed for this purpose must be approved by a majority of the Independent Directors); and
	•	reviewed and approved by the Trustee-Manager's Audit Committee.

The Trustee-Manager's Internal Control System
The Trustee-Manager will establish an internal control system to ensure that all future interested party transactions will be undertaken on normal commercial terms and will not be prejudicial to the interests of a-iTrust and the Unitholders. As a general rule, the Trustee-Manager must demonstrate to its Audit Committee that such transactions satisfy the foregoing criteria, which may entail obtaining (where practicable) quotations from parties unrelated to the Trustee-Manager, or obtaining one or more valuations from independent professional valuers.

The Trustee-Manager will maintain a register to record all interested person transactions which are entered into by a-iTrust and the bases, including any quotations from unrelated parties and independent valuations obtained to support such bases, on which they are entered into. The Trustee-Manager will also incorporate into its internal audit plan a review of all interested party transactions entered into by a-iTrust. The Audit Committee shall review the internal audit reports at least twice a year to ascertain that the guidelines and procedures established to monitor interested party transactions have been complied with.

The review will include the examination of the nature of the transaction and its supporting documents or such other data deemed necessary to the Audit Committee. If a member of the Audit Committee has an interest in a transaction, he or she is to abstain from participating in the review and approval process in relation to that transaction.

Furthermore, the following procedures will be undertaken:

	•	transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested person during the same financial year) equal to or exceeding S$100,000 in value but below 3.0% of the value of a-iTrust's net tangible assets based on the latest audited accounts will be subject to review by the Audit Committee at regular intervals;
	•	transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested person during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value of a-iTrust's net tangible assets based on the latest audited accounts will be subject to the review and prior approval of the Audit Committee. 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-Manager with third parties which are unrelated to the Trustee-Manager; and
	•	transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested person during the same financial year) equal to or exceeding 5.0% of the value of a-iTrust's net tangible assets based on the latest audited accounts will be reviewed and approved prior to such transactions being entered into, on the basis described in the preceding paragraph, by the Audit Committee 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. Furthermore, under the Listing Manual, such transactions would have to be approved by the Unitholders at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed.

Where matters concerning a-iTrust relate to transactions entered into or to be entered into by the Trustee-Manager for and on behalf of a-iTrust with a related party of the Trustee-Manager (which would include relevant associates thereof) or a-iTrust, the Trustee-Manager is required to consider the terms of such transactions to satisfy itself that such transactions are conducted on normal commercial terms, are not prejudicial to the interests of a-iTrust and the Unitholders, and in accordance with all applicable requirements of the Listing Manual and the BTA relating to the transaction in question. If the Trustee is to sign any contract with a related party of the Trustee-Manager or a-iTrust, the Trustee will review the contract to ensure that it complies with the provisions of the Listing Manual and the BTA relating to interested person transactions (as may be amended from time to time) as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to apply to business trusts.

Save for the transactions described under "Interested Person Transactions in Connection with the Establishment of a-iTrust", "Present and Ongoing Interested Person Transactions" and "Exempted Agreements", a-iTrust will comply with Rule 905 of the Listing Manual by announcing any interested person transaction in accordance with the Listing Manual if such transaction, by itself or when aggregated with other interested person transactions entered into with the same interested person during the same financial year, is 3.0% or more of a-iTrust's latest audited net tangible assets.

The aggregate value of all interested person transactions which are subject to Rules 905 and 906 of the Listing Manual in a particular financial year will be disclosed in a-iTrust's annual report for the relevant financial year.

Role of the Audit Committee for Interested Person Transactions
The Audit Committee will periodically review all Interested Person Transactions to ensure compliance with the Trustee-Manager's internal control system and with the relevant provisions of the Listing Manual. The review will include the examination of the nature of the transaction and its supporting documents or such other data deemed necessary to the Audit Committee.

If a member of the Audit Committee has an interest in a transaction, he or she is to abstain from participating in the review and approval process in relation to that transaction.

Whistle Blower Policy

Scope
This policy applies to all officers and employees of Ascendas Property Fund Trustee Pte. Ltd. ("APFT"), the Trustee-Manager of Ascendas India Trust ("a-iTrust"), Ascendas Property Management Services (India) Private Limited and such other Ascendas owned entities which provide services to a-iTrust (collectively referred to as "Ascendas"), including part time, temporary and contract employees and covers its activities in all relevant countries.

Purpose
Ascendas is committed to the highest possible standards of integrity, business ethics and morals and legal business conduct. In line with this commitment, this policy aims to provide an independent and safe avenue for all officers and employees of Ascendas to raise any concerns regarding any conduct or activity which compromises with Ascendas' commitment as stated above. This avenue shall also provide assurance to any person who raises such concerns in good faith that he or she will be protected from reprisals or victimization for whistle-blowing.

Policy
The whistle-blowing policy is intended to cover any serious concerns that could have a significant impact on Ascendas including but not limited to actions which:

1. May lead to incorrect financial reporting;
2. Are illegal;
3. In breach of any company policy;
4. Are unethical; or
5. Otherwise amount to serious improper conduct.

Employment-related concerns should continue to be reported through normal channels such as the immediate superior or relevant Human Resource Officer.

Procedure
Complaints in relation to the serious concerns identified above may be reported to the following officers of APFT:

1. Chairman, Audit Committee;
2. Chief Executive Officer (CEO);
3. Compliance Officer; and/or
4. Immediate superior.

Complainants may choose to submit their complaints to any one or more of the above persons, depending on the perceived nature and seriousness of the subject matter.

These complaints may raised personally to any of the above persons or in writing to the same marked "Confidential" and "To be opened by addressee only" and sent to the following address:

Ascendas Property Fund Trustee Pte. Ltd.
61 Science Park Road
#04-01 The Galen
Singapore Science Park III
Singapore 117525

Every effort will be made to protect the complainant's identity. In particular, wherever possible, the complainant's identity must not be disclosed to the person or persons being complained of.

Complaints expressed anonymously will be investigated, but consideration will be given to:

1. The seriousness of the issue raised;
2. The credibility of the concern; and
3. The likelihood of confirming the allegation from identifiable sources.

Upon receipt of the complaint, the person or persons receiving the complaint, shall as soon as possible convene a meeting to form an Investigation Committee comprising at least 2 persons from Ascendas for complaints relating to individuals holding positions junior than CEO, APFT or not a Board member and at least 1 APFT Board member for complaints relating to CEO, APFT or a Board memeber, and shall not include any person who is or may be the subject matter of the complaint.

The Investigation Committee shall, if practically possible, interview the complainant to ascertain the veracity of the complaint and recommend any follow up actions to the Audit Committee of, or if circumstances require, to hand over the complaint directly to the Board of Directors or the relevant authorities for further action.

The action taken will depend on the nature of the concern. Unless circumstances of the complaint do not permit, the Audit Committee of the APFT will receive as soon as possible, a report on each and every complaint and a follow-up report on recommended actions to be taken.

This Policy encourages any complaint to be raised at the earliest time practically possible. The earlier a concern is expressed, the easier it is to take action.

Although the complainant is not expected to prove the truth of a complaint, the complainant needs to demonstrate to Investigation Committee that there are sufficient grounds for concern.

The aim is to provide the complainant a follow-up on their concern within two weeks unless the complaint is anonymous.

Safeguards
The policy encourages officers and employees to put their names to allegations so as to facilitate appropriate follow-up questions and investigations. All steps will be taken to ensure the confidentiality of the complaint and the identity of the complainant. In particular shall not be disclosed to anyone other than the Investigation Committee and Board of Directors of APFT, unless circumstances requires otherwise.

Harassment or victimization of the complainant will not be tolerated. Any incident of such harassment or victimization shall be itself a serious concern suitable for investigation and action.

If a complaint is found to be false, the complainant and, if necessary, the party complained against shall be informed of such finding and determination, and disciplinary action may also be taken against the complainant if the complaint is found to be made in bad faith.

If a complaint is found to be unsubstantiated or no further action is required on the complaint, the complainant and, if necessary, the party complained against shall be informed of such finding and determination.