Notes to the Financial Statements For the financial year ended 31 December 2025 1. GENERAL (CONT’D) (B) Management fees Under the Trust Deed, the Manager is entitled to receive a base fee and performance fee as follows: (a) base fee (“Base Fee”) of 0.5% per annum of the value of the deposited property or such higher percentage as may be fixed by an extraordinary resolution passed at a meeting of Unitholders duly convened and held in accordance with the provision of the Trust Deed, subject to there being no double counting of fees where a related party of the Manager has charged an asset management fee to a subsidiary of the Trust; and (b) performance fee (“Performance Fee”), computed at 25% of the growth in DPU for such financial year multiplied by the weighted average number of Units in issue for such financial year, provided that the Highest DPU Threshold is achieved. The DPU growth is measured by the excess of DPU for such financial year to the highest DPU achieved by the Trust in the previous years for which a Performance Fee was payable (“Highest DPU Threshold”). Whenever a Performance Fee is earned, the Highest DPU Threshold will be adjusted to the highest DPU achieved. In order to be eligible for a Performance Fee in future, the Trust would have to outperform the adjusted Highest DPU Threshold. For the purpose of calculating the Performance Fee, the Highest DPU Threshold is initially set at 60.000 cents (adjusted for the 10:1 Unit consolidation completed on 5 May 2025), or if the DPU achieved during the Performance Fee Waiver period is higher, then such higher DPU. Management fees (Base Fee and Performance Fee, including any accrued Performance Fee which have been carried forward from previous financial years but excluding any acquisition fee or disposal fee) to be paid to the Manager in respect of a financial year, whether in cash or in Units or a combination of cash and Units, are capped at an amount equivalent to 0.8% per annum of the value of deposited property as at the end of the financial year (referred to as the “annual fee cap”). (C) Acquisition and disposal fees Under the Trust Deed, the Manager is also entitled to receive the following fees: (a) An acquisition fee of 1.0% of each of the following as is applicable, subject to there being no double-counting: (i) the purchase price, excluding GST, of any real estate acquired, whether directly by ESR-REIT or indirectly through a special purpose vehicle; (ii) the value of any underlying real estate (pro-rata, if applicable, to the proportion of ESR-REIT’s interest in such real estate) where ESR-REIT invests in any class of real estate related assets, including any class of equity, equity-linked securities and/or securities issued in real estate securitisation, of any entity directly or indirectly owning or acquiring such real estate; (iii) the value of any shareholder’s loan extended by ESR-REIT to the entity referred to in paragraph (ii) above; and (iv) the value of any investment by ESR-REIT in any loan extended to, or in debt securities of, any property corporation or other special purpose vehicle owning or acquiring real estate, made with the prior consent of the Unitholders passed by ordinary resolution at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. 156 ESR-REIT ANNUAL REPORT 2025
RkJQdWJsaXNoZXIy NTM2MDQ5