Notes to the Financial Statements For the financial year ended 31 December 2025 1. GENERAL (CONT’D) (C) Acquisition and disposal fees (cont’d) (b) A disposal fee of 0.5% of each of the following as is applicable, subject to there being no double-counting: (i) the sale price, excluding GST, of any investment of the type referred to in paragraph (C)(a)(i) above for the acquisition fee; (ii) in relation to an investment of the type referred to in paragraph (C)(a)(ii) above for the acquisition fee, the value of any underlying real estate (pro-rata, if applicable, to the proportion of ESR-REIT’s interest in such real estate); (iii) the proceeds of sale, repayment or (as the case may be) redemption of an investment in a loan referred to in paragraph (C)(a)(iii) above for the acquisition fee; and (iv) the value of an investment referred to in paragraph (C)(a)(iv) above for the acquisition fee. The Manager may opt to receive acquisition and disposal fees in the form of cash or Units or a combination of cash and Units as it may determine. (D) Development management fee Pursuant to the amended and restated Trust Deed as approved and adopted by the Unitholders at the extraordinary general meeting held on 12 September 2019, the Manager is entitled to receive a development management fee equivalent to 3.0% of the total project costs incurred in a development project undertaken by the Manager on behalf of ESR-REIT, subject to the following: (a) when the estimated total project costs are greater than $100.0 million, the Trustee and the Manager’s independent directors will first review and approve the quantum of the development management fee payable to the Manager, and the Manager may be directed by its independent directors to reduce the development management fee; (b) in cases where the Manager is of the view that the market pricing for comparable services is materially lower than the development management fee, the Manager’s independent directors shall have the discretion to direct the Manager to reduce the development management fee to such amount which is less than 3.0% of the total project costs incurred in a development project undertaken by the Manager on behalf of ESR-REIT; and (c) any increase in the percentage of the development management fee or any change in the structure of the development management fee shall be approved by an extraordinary resolution passed at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. Where real estate or real estate related assets are purchased, invested in or acquired for development, no acquisition fee in relation to such purchase, investment or acquisition shall be paid to the Manager. Instead, the Manager will receive the development management fee for the development project. The development management fee shall be payable in equal monthly instalments over the construction period of each development project based on the Manager’s best estimate of the total project costs and construction period and, if necessary, a final payment of the balance amount when the total project costs have been finalised. The Manager may opt to receive the development management fee in the form of cash or a combination of cash and Units as it may determine. 157 ESR-REIT ANNUAL REPORT 2025
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