Frasers Property Limited
Annual Report 2018

Plain-text annual report

Experience matters Annual Report 2018 One Central Park, Sydney | Australia ‘Experience matters’ is the belief that underpins everything we do. Our attention to details reflects this belief. From the big, macro concepts and developments to the small, micro moments and thoughtful, sustainable touches, we embrace details which make an impact. On 1 February 2018, Frasers Centrepoint Limited became Frasers Property Limited, transitioning to a multi-national brand that reflects our strong legacy, global nature and diverse property holdings. We pay great heed to both big and small details, ensuring that thoughtfulness, care and respect for our people and our stakeholders are exemplified throughout our business. This year’s annual report highlights some of the key elements that matter to us, and to the people in our properties. Whether it is a feature of an asset or a nuance of an engagement, we captured details and moments that illustrate our commitment to building meaningful experiences. Our cover features Central Park Sydney, an integrated development that embodies the future of sustainable urban living. One Central Park, one of its residential components, won the ‘Best Tall Building Worldwide’ in 2014 for its visible use of green design. A defining feature of Central Park Sydney is its cantilevered heliostat. More than an iconic design element, the heliostat’s motorised mirrors serve as a light source by reflecting light to the gardens and atrium below. At night, the cantilever is transformed into an LED light display titled ‘Sea Mirror’, creating illuminating encounters through the work of French artist Yann Kersale. As a multi-national business of scale and diversity, we are equipped with the right insights and expertise in our commitment to deliver sustainable value to all our stakeholders. At Frasers Property, we are excited for our bright future and our continued growth potential, rooted in a foundation that embodies experiences that matter. Experience matters. We believe our customers’ experience matters. When we focus on our customers’ needs, we gain valuable insights which guide our products and services. We create memorable and enriching experiences for our customers. We believe our experience matters. Our legacy is valuable and inspires our future successes. As a multi-national business of scale and diversity, we can bring the right expertise to create value for our customers. We celebrate the diversity of our people and the expertise they bring, and we commit ourselves to enabling their professional and personal development. Contents 3 4 6 8 10 11 12 18 23 24 Corporate Narrative FPL Group Strategy Our Businesses Our Global Presence Our Milestones Group Structure Financial Highlights Board of Directors Group Management Corporate Information 28 In Conversation 143 Enterprise-Wide Risk with the Group CEO Management 36 Business Review 145 Corporate Governance Report Singapore Australia Hospitality Europe and rest of Asia 88 90 92 Investor Relations Treasury Highlights Sustainability Report 172 309 342 343 Financial Statements Particulars of Group Properties Interested Person Transactions Shareholding Statistics 345 Notice of Annual General Meeting Proxy Form FPL Fact Sheet Chairman’s Statement 140 Awards and Accolades All figures in this Annual Report are in Singapore currency unless otherwise specified FPL or the Group refer to Frasers Property Limited, together with our subsidiaries REIT refers to Real Estate Investment Trust sq m refers to square metres FY refers to the financial year ended 30 September Corporate Narrative At Frasers Property Limited, the integrated portfolio and services we provide across the property value chain are unified by our commitment to deliver enriching and memorable experiences for our customers and stakeholders. We have businesses in Singapore, Australia, Europe, China and Southeast Asia, and our well-established hospitality footprint spans more than 80 cities across Asia Pacific, Europe, Middle East and Africa. Total assets ($’m) 32,420.9 27,009.4 23,066.7 24,204.4 21,291.1 Our multi-national businesses operate across five asset classes and have a proven legacy of shaping successful residential, hospitality, retail, commercial and business parks, and logistics and industrial properties, with total assets of $32.4 billion as at 30 September 2018. We are a sponsor of four vehicles listed on the Singapore Exchange Securities Trading Limited, comprising three REITs focused on retail, commercial and business parks, and logistics and industrial properties, and one stapled trust focused on hospitality properties. 2014 2015 2016 2017 2018 Driven by our belief that experience matters, we deliver quality property products and services that meet the ever-evolving needs of businesses and communities. Across all our businesses, an unwavering respect for people, partnerships and collaboration has been the foundation for how we conduct ourselves. We strive to ensure that our products and services are guided by insights into the needs of our customers and create environments that our customers can thrive in. Profit before interest and taxation ($’m) 1,089.0 1,278.7 1,104.8 938.2 765.0 Our legacy of strong leadership, expertise and integrity, commitment to progress, and belief that experience matters at every moment, are key to our continued success. FPL Group Strategy Sustainable earnings growth Achieve sustainable earnings growth through investment properties, development project pipeline and fee income Balanced portfolio Grow asset portfolio in a balanced manner across geographies and property segments Optimise capital productivity Optimise capital productivity through REIT platforms and active asset management initiatives 2014 2015 2016 2017 2018 Attributable profit ($’m) 771.2 759.0 689.1 597.2 500.7 Achieve sustainable growth and deliver long- term shareholder value 2014 2015 2016 2017 2018 Annual Report 2018 | 3 Our Businesses Northpoint City | Singapore Coorparoo Square, Queensland | Australia Singapore Australia Frasers Property’s business in Singapore comprises Frasers Property Singapore (FPS), and two REITs listed on the Singapore Exchange Securities Trading Limited (SGX-ST) – Frasers Centrepoint Trust (FCT) and Frasers Commercial Trust (FCOT). FPS builds, owns, develops and/or manages residential, retail, and office and business properties in Singapore.  Over the years, FPS has developed over 21,000 quality homes and currently oversees a portfolio of 121 shopping malls, the majority of which are strategically located in various established residential townships, and 10 office and business properties.  FCT’s property portfolio comprises six suburban malls in Singapore, managed by FPS, with a combined appraised value of $2.7 billion2. FCT also holds a 31.2%2 stake in Hektar Real Estate Investment Trust, a retail-focused REIT listed in Malaysia. FCOT invests primarily in quality income-producing commercial properties and has a portfolio of six quality commercial buildings. Two properties are located in Singapore and managed by FPS, three properties are located in Australia, and one property is located in the United Kingdom (UK). FCOT’s portfolio has a combined appraised value of approximately $2.1 billion2. Frasers Property’s business in Australia comprises Frasers Property Australia (FPA) and Frasers Logistics & Industrial Trust (FLT). FPA is one of Australia’s major diversified property groups, with activities covering the development of residential land, housing and apartments, the development of and investment in income-producing commercial and industrial properties, and property management. FPA has offices in Sydney, Melbourne, Brisbane and Perth. In addition, we maintain residential sales offices in Hong Kong, Shanghai and Singapore. FLT, listed on the SGX-ST, has a portfolio concentrated in major logistics and industrial markets in Australia, Germany and the Netherlands. With a total gross lettable area of approximately 2.0 million sq m across 83 logistics and industrial properties3, FLT’s portfolio is worth approximately A$3.0 billion2 (approximately $2.9 billion). 1 2 Includes Eastpoint Mall, a 19,300-sq-m third party-owned mall managed by FPS As at 30 September 2018 3 Includes Mandeveld 12, Meppel, the Netherlands, which was acquired on 31 October 2018 4 | Frasers Property Limited     Maxis Business Park | UK Europe and rest of Asia Continental Europe Frasers Property’s business in Continental Europe comprises Frasers Property Europe (FPE), which owns, develops and manages a well-diversified and robust logistics and light industrial property portfolio in Germany, the Netherlands and Austria. FPE’s focus is on reputable tenants in major submarkets of the active geographies of the business, and on adding value through actively managing properties that are critical to the core activities of tenants. With offices in Amsterdam, Cologne and Munich, FPE has an ideal reach for the current activities and regional markets of the business. United Kingdom Frasers Property’s business in the UK comprises Frasers Property UK (FPUK). Over the years, FPUK has successfully developed over 1,100 homes. It continues its residential development activities and has a commercial property development in the pipeline. The Group has, in the last year, strengthened FPUK’s platform capabilities and built a substantial and well-diversified investment portfolio of business parks valued at $1.7 billion1. China Frasers Property’s business in China comprises Frasers Property China (FPC) which develops residential, commercial, logistics and business park properties. FPC has built 10,300 homes to date with three projects under development in Suzhou, Shanghai and Chengdu. Thailand In Thailand, Frasers Property’s business comprises an 89.5%2 deemed stake in TICON Industrial Connection Public Company Limited (TICON) and a 39.9% stake in Golden Land Property Development Public Company Limited (Golden Land). Both companies are listed on the Stock Exchange of Thailand. TICON is one of the largest logistics and industrial real estate developers in Thailand. It owns and manages factories and warehouses for lease in 16 industrial estates and 24 logistics locations throughout the country. Golden Land’s portfolio comprises residential and commercial property development, as well as property management and property advisory services. Frasers Property is also the development manager of One Bangkok, and has a 19.8% stake in this upcoming project, the largest integrated precinct in Thailand. Vietnam Frasers Property’s business in Vietnam comprises Frasers Property Vietnam (FPV), which is developing Q2 Thao Dien, a residential-cum-commercial project on a 1-hectare prime site in District 2 of Ho Chi Minh City. FPV also has a 75%-interest in Me Linh Point, a 21-storey retail/office building in District 1, Ho Chi Minh City. 1 2 As at 30 Setember 2018 FPL holds approximately 41.0% through its wholly owned subsidiary, Frasers Property Holdings Thailand Co., Ltd., and 48.5% through Frasers Assets Co., Ltd., a 49:51 joint venture with TCC Assets Co., Ltd. Annual Report 2018 | 5 Fraser Suites Shenzhen | China Hospitality Frasers Property’s hospitality business comprises Frasers Hospitality (FH) and Frasers Hospitality Trust (FHT). FH has interest in and/or manages award-winning serviced residences, hotel residences, and lifestyle boutique hotels in over 80 cities across Asia, Australia, Europe, the Middle East and Africa. The stable of brands were developed to meet the evolving lifestyle needs of today’s discerning travellers; the gold-standard Fraser Suites, Fraser Place and Fraser Residence for extended stays; Modena by Fraser, a mid-scale serviced residence that places simplicity, and holistic wellness at the heart of modern living; and Capri by Fraser, an upscale, design-led hotel residence, with a focus on social living. In addition, Frasers Hospitality manages a portfolio of 34 upper upscale boutique hotels in key cities in the UK, operating under the Malmaison and Hotel du Vin brands. Including those in the pipeline, FH’s global portfolio stands at over 24,000 units in more than 150 properties across more than 80 cities. FHT is the first global hotel and serviced residence trust to be listed on the SGX-ST. FHT has 15 quality properties strategically located across key cities in Asia, Australia, the UK, and Germany. Our Global Presence $34.3 billion assets under management1 across 5 asset classes ~7,300 Residential units completed and settled in FY18 $8.5 billion Logistics & Industrial assets under management1 $8.3 billion Commercial & Business Park assets under management1 United Kingdom Netherlands Germany Austria France Hungary Switzerland Spain Morocco3 Nigeria Turkey Saudi Arabia Bahrain Qatar Kuwait3 UAE Oman Residential Australia China Malaysia Singapore Thailand United Kingdom Vietnam Commercial Australia China Malaysia Singapore Thailand United Kingdom Vietnam Logistics/ Industrial Australia Austria China Germany Thailand Netherlands Business Park United Kingdom Hospitality Australia Bahrain Cambodia3 China France Germany Hungary India Indonesia Japan Kuwait3 Malaysia Morocco3 Myanmar3 Nigeria Oman Philippines Qatar Saudi Arabia Singapore South Korea Spain Switzerland Thailand Turkey UAE United Kingdom Vietnam 1 2 3 Comprises the full asset value of property assets in which the Group has an interest, including assets held by its REITs, stapled trust, joint ventures and associates, and acquisitions pending completion Including both owned and managed properties; and units pending opening Property pending opening 6 | Frasers Property Limited $6.5 billion Retail assets under management1 $4.8 billion Hospitality assets under management1 >24,0002 Hospitality units 4 REITs Frasers Centrepoint Trust, Frasers Commercial Trust, Frasers Hospitality Trust, Frasers Logistics & Industrial Trust 30 COUNTRIES OVER 80 CITIES South Korea China Japan India Myanmar3 Thailand Cambodia3 Vietnam Philippines Malaysia Singapore Indonesia Australia Annual Report 2018 | 7 Our Milestones 1988 1998 2008 • Centrepoint Properties Limited (CPL) was listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST) • CPL’s first two hospitality projects, Fraser Suites and Fraser Place in Singapore, were launched 2000 • FCL acquired a stake in Allco Commercial REIT (Allco) and the entire stake of Allco’s manager, and rebranded the REIT Frasers Commercial Trust (FCOT). FCOT is listed on the Main Board of SGX-ST • Pavilions on the Bay in Australia and Annandale House in the United Kingdom (UK), CPL’s first overseas residential projects, were developed 2013 • FCL became a member of the TCC Group 2001 2014 • Jingan Four Seasons in Shanghai was CPL’s first residential project launched in China • FCL was listed by way of introduction on the Main Board of SGX-ST 2002 • CPL launched serviced residences in the UK, South Korea and the Philippines • CPL was delisted from SGX-ST and became a wholly owned subsidiary of F&NL 2006 • CPL was rebranded Frasers Centrepoint Limited (FCL) • FCL launched its first REIT, Frasers Centrepoint Trust, which is listed on the Main Board of SGX-ST • Frasers Hospitality Trust was listed on the Main Board of SGX-ST. It is the first global hotel and serviced residence stapled group to be listed on the SGX-ST • FCL wholly acquired Australand, an Australian property company 2015 • FCL acquired leading boutique lifestyle hotel brands Malmaison and Hotel du Vin in the UK • Australand was rebranded as Frasers Property Australia 1990 • CPL became a subsidiary of Fraser and Neave, Limited (F&NL) 1992 • Northpoint Shopping Centre, Singapore’s pioneer suburban retail mall in Yishun; Bridgepoint, a retail mall in Sydney; and Alexandra Point, CPL’s first office project, were launched 1993 • The Anchorage, CPL’s first residential project, was redeveloped from F&N Singapore’s old brewery and soft drink plants 1996 • CPL’s first overseas office project, Me Linh Point, a commercial and retail centre in Ho Chi Minh City was developed 1997 • Alexandra Technopark, CPL’s first business space project was developed and launched 8 | Frasers Property Limited 2016 2018 • Frasers Logistics & Industrial Trust was listed on the Main Board of SGX-ST • FCL acquired a 35.6% stake in Golden Land Property Development Public Company Limited (Golden Land) which is listed on the Stock Exchange of Thailand • FCL entered into a conditional agreement to acquire a 70% stake in a joint venture with local partners to develop a residential-cum-commercial project in District 2, Ho Chi Minh City, Vietnam. The acquisition was completed in 2017 2017 • FCL acquired a 99.5% stake in Geneba Properties N.V. (Geneba) which was listed in the Netherlands • FCL acquired an additional 4.3% stake in Golden Land and a 41.0% stake in TICON Industrial Connection Public Company Limited (TICON) in Thailand. FCL entered into a joint venture with TCC Assets (Thailand) Co., Ltd to develop One Bangkok, the largest private sector property development initiative undertaken in Thailand FCL was rebranded to Frasers Property Limited Rebranding Launch of FPL, Alexandra Point | Singapore Enhanced logistics and industrial platform • Completed part of Alpha Industrial acquisition comprising its platform and 12 of 22 assets • Completed buy-out of remaining 0.55% minority stake in Geneba Properties and delisted Geneba • Rebranded Geneba and Alpha Industrial to Frasers Property Europe • Increased deemed interest in TICON1 from approximately 41.0% to 89.5% Portfolio expanded to include business parks in the UK • Completed the acquisition of five wholly owned business parks in the UK and one via a 50:50 joint venture with FCOT Investments in the co-working sector • Joint investment of US$176.9 million ($241.6 million) with GIC and JustCo to develop an Asian co-working platform • TICON and JustCo formed a 51:49 joint venture to develop a co-working business in Thailand TPARK Wangnoi, Ayutthaya | Thailand 1 FPL holds approximately 41.0% through its wholly owned subsidiary, Frasers Property Holdings Thailand Co., Ltd., and 48.5% through Frasers Assets Co., Ltd., a 49:51 joint venture with TCC Assets Co., Ltd. JustCo | Singapore Group Structure Singapore Australia Europe & rest of Asia Hospitality Residential Retail Commercial & Business Park Logistics & Industrial Hospitality t n e m g e s - i t l u M s T I E R 10 | Frasers Property Limited Financial Highlights Revenue ($’m) 2,203.0 3,561.6 3,439.6 4,026.6 4,311.6 20141 2015 2016 2017 2018 Profit before interest, fair value change on investment properties, taxation and exceptional items ($’m) 765.0 1,104.8 938.2 1,089.0 1,278.7 Profit before taxation ($’m) Before fair value change on investment properties and exceptional items 721.2 955.4 796.0 968.0 998.6 After fair value change on investment properties and exceptional items 807.3 1,196.5 960.3 1,248.0 1,476.9 Attributable profit ($’m) Before fair value change and exceptional items After fair value change and exceptional items 469.8 500.7 543.8 771.2 479.9 597.2 488.2 689.1 507.2 759.0 Earnings per share (cents)2 Attributable profit before fair value change on investment properties and exceptional items Attributable profit after fair value change on investment 19.1 17.2 14.3 14.6 14.7 properties and exceptional items 20.4 25.0 18.4 21.5 23.4 Dividend per share Ordinary shares (cents) 8.6 8.6 8.6 8.6 8.6 Net asset value (share capital & reserves) ($’m) 6,414.3 6,509.5 6,661.1 7,154.7 7,362.1 Net asset value per share ($) 2.223 2.25 2.30 2.46 2.53 Return on average shareholders’ equity (%) Attributable profit before fair value change on investment properties and exceptional items 7.5 7.7 6.3 6.1 5.9 Notes 1 Certain accounting policies or accounting standards had changed in the financial years ended 30 September 2015 Financial information for 2014 has been restated to take into account the retrospective adjustments relating to FRS 110 and FRS 111 Based on weighted average number of ordinary shares in issue. In 2014, 2015, 2016, 2017 and 2018, weighted average number of shares was 2,457,316,000, 2,893,873,000, 2,898,893,000, 2,904,157,000 and 2,910,558,000, respectively Calculated based on 2,889,813,000 shares in issue as at listing date of 9 January 2014 2 3 Annual Report 2018 | 11 Board of Directors AS AT 30 SEPTEMBER 2018 Charoen Sirivadhanabhakdi, 74 Non-Executive and Non-Independent Chairman Date of appointment as a director: 25 Oct 2013 Length of service as director: 4 years 11 months (as at 30 September 2018) Board committees served on • Board Executive Committee (Chairman) Academic & professional qualifications • Honorary Doctoral Degree in Marketing, Rajamangala University of Technology Isan, Thailand • Honorary Doctoral Degree in Buddhism (Social Work) from Mahachulalongkornrajavidyalaya, Thailand • Honorary Doctorate Degree in Business Administration, Sasin Graduate Institute of Business Administration of Chulalongkorn University, Thailand • Honorary Doctoral Degree in Hospitality Industry and Tourism, Christian University of Thailand, Thailand • Honorary Doctoral Degree in Sciences and Food Technology, Rajamangala University of Technology Lanna, Thailand • Honorary Doctoral Degree in International Business Administration, University of the Thai Chamber of Commerce, Thailand • Honorary Doctoral Degree in Management, Rajamangala University of Technology Suvarnabhumi, Thailand • Honorary Doctor of Philosophy in Business Administration, Mae Fah Luang University, Thailand • Honorary Doctoral Degree in Business Administration, Eastern Asia University, Thailand • Honorary Doctoral Degree in Management, Huachiew Chalermprakiet University, Thailand • Honorary Doctoral Degree in Industrial Technology, Chandrakasem Rajabhat University, Thailand • Honorary Doctoral Degree in Agricultural Business Administration, Maejo Institute of Agricultural Technology, Thailand Present directorships in other companies (as at 30 September 2018) Listed companies • Berli Jucker Public Company Limited (Chairman) • Fraser and Neave, Limited (Chairman) • Thai Beverage Public Company Limited (Chairman) Listed REITs/Trusts Nil Others • Asset World Corp Public Company Limited (Chairman) • Bangyikhan Distillery Group of Companies (Chairman) • Beer Thai (1991) Public Company Limited (Chairman) • Cristalla Co., Ltd. (Chairman) • International Beverage Holdings Limited (Chairman) • North Park Golf and Sports Club Co., Ltd. (Chairman) • Plantheon Co., Ltd. (Chairman) • Siriwana Co., Ltd. (Chairman) • Southeast Group Co., Ltd. (Chairman) • TCC Assets (Thailand) Company Limited • TCC Asset World Corporation Limited (Chairman) • TCC Corporation Limited (Chairman) • TCC Land Co., Ltd. (Chairman) • Thai Group Holdings Public Company Limited (Chairman) • TCC Group of Companies Major appointments (other than directorships) Nil Past directorships in listed companies held over the preceding 3 years (from 01 October 2015 to 30 September 2018) • Big C Supercenter Public Company Limited (It was delisted from Stock Exchange of Thailand on 28 September 2017) Past major appointments Nil Others • Darjah Kebesaran Panglima Setia Mahkota (P.S.M.) which carries the title ‘Tan Sri’ from Malaysia • Royal Order of Sahametrei, Grand Officer of the Most Noble Order of the Rajamitrabhorn of Cambodia 12 | Frasers Property Limited Khunying Wanna Sirivadhanabhakdi, 75 Non-Executive and Non-Independent Vice Chairman Panote Sirivadhanabhakdi, 40 Group Chief Executive Officer Executive and Non-Independent Director Date of appointment as a director: 07 Jan 2014 Length of service as director: 4 years 8 months (as at 30 September 2018) Board committees served on Nil Academic & professional qualifications • Honorary Doctoral Degree in Buddhism (Social Work), Mahachulalongkornrajavidyalaya, Thailand • Honorary Doctoral Degree (Management), Mahidol University, Thailand • Honorary Doctorate of Philosophy (Business Management), University of Phayao, Thailand • Honorary Doctoral Degree from the Faculty of Business Administration and Information Technology, Rajamangala University of Technology Tawan-ok, Thailand • Honorary Doctor of Philosophy in Social Sciences, Mae Fah Luang University, Thailand • Honorary Doctoral Degree in Business Administration, Chiang Mai University, Thailand • Honorary Doctoral Degree in Agricultural Business Administration, Maejo Institute of Agricultural Technology, Thailand • Honorary Doctoral Degree in Bio-technology, Ramkhamhaeng University, Thailand Present directorships in other companies (as at 30 September 2018) Listed companies • Berli Jucker Public Company Limited (Vice Chairman) • Fraser and Neave, Limited (Vice Chairman) • Thai Beverage Public Company Limited (Vice Chairman) Listed REITs/Trusts Nil Others • Asset World Corp Public Company Limited (Vice Chairman) • Beer Thip Brewery (1991) Co., Ltd. (Chairman) • Cristalla Co., Ltd (Vice Chairman) • International Beverage Holdings Limited (Vice Chairman) • North Park Golf and Sports Club Co., Ltd. (Vice Chairman) • Plantheon Co., Ltd. (Vice Chairman) • Sangsom Co., Ltd (Chairman) • Siriwana Co., Ltd. (Vice Chairman) • Southeast Group Co., Ltd. (Vice Chairman) • TCC Assets (Thailand) Company Limited • TCC Asset World Corporation Limited • TCC Corporation Limited (Vice Chairman) • TCC Land Co., Ltd. (Vice Chairman) • Thai Group Holdings Public Company Limited (Vice Chairman) • TCC Group of Companies Major appointments (other than directorships) Nil Past directorships in listed companies held over the preceding 3 years (from 01 October 2015 to 30 September 2018) • Big C Supercenter Public Company Limited (It was delisted from Stock Exchange of Thailand on 28 September 2017) Past major appointments Nil Others • Royal Order of Cambodia, Grand Cross of the Most Nobel Order of the Rajamitrabhorn (First Class) in Diplomacy Date of appointment as a director: 08 Mar 2013 Length of service as director: 5 years 6 months (as at 30 Sep 2018) Board committees served on • Board Executive Committee • Risk Management Committee Academic & professional qualifications • Master of Science in Analysis, Design and Management of Information Systems, London School of Economics and Political Science, UK • Bachelor of Science in • Frasers Logistics & Industrial Asset Management Pte Ltd, Manager of Frasers Logistics & Industrial Trust Others • Beer Thip Brewery (1991) Co., Ltd. • Blairmhor Distillers Limited • Blairmhor Limited • InterBev (Singapore) Limited • International Beverage Holdings (China) Limited • International Beverage Holdings Limited • International Beverage Holdings (UK) Limited • Sura Bangyikhan Group of Companies Manufacturing Engineering, Boston University, USA • Certificate in Industrial Major appointments (other than directorships) • Singapore Management Engineering and Economics, Massachusetts University, USA Present directorships in other companies (as at 30 Sep 2018) Listed companies • TICON Industrial Connection Public Company Limited • Golden Land Property Development Public Company Limited (Vice Chairman) • Thai Beverage Public Company Limited • Univentures Public Company Limited Listed REITs/Trusts • Frasers Hospitality Asset Management Pte Ltd, Manager of Frasers Hospitality Real Estate Investment Trust • Frasers Hospitality Trust Management Pte Ltd, Manager of Frasers Hospitality Business Trust University (Director/Board of Trustees) • Real Estate Developers’ Association of Singapore (REDAS) (Management Committee) Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) • Berli Jucker Public Company Limited Past major appointments • Chief Executive Officer of Univentures Public Company Limited Others Nil Annual Report 2018 | 13 Board of Directors AS AT 30 SEPTEMBER 2018 Charles Mak Ming Ying, 66 Non-Executive and Lead Independent Director Chan Heng Wing, 71 Non-Executive and Independent Director Date of appointment as a director: 25 Oct 2013 Length of service as director: 4 years 11 months (as at 30 Sep 2018) Board committees served on • Audit Committee (Chairman) • Board Executive Committee (Vice Chairman) • Remuneration Committee • Nominating Committee • Risk Management Committee Academic & professional qualifications • Master of Business Administration, PACE University, USA • Bachelor of Business Administration, PACE University, USA Present directorships in other companies (as at 30 Sep 2018) Listed companies • Fraser and Neave, Limited Listed REITs/Trusts Nil Others Nil Major appointments (other than directorships) • Senior Advisor to Morgan Stanley Asia’s Investment Banking Division • Pace University, USA (Board of Trustees) Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments • Morgan Stanley Asia Pacific (Vice-Chairman) • Morgan Stanley International Wealth Management (President) • Chairman and Director of Bank Morgan Stanley AG • Director in Morgan Stanley Asia Limited and a member of Morgan Stanley’s Asia Pacific Executive Committee, the Morgan Stanley Wealth Management Committee and the International Operating Committee • Managing Director and Head of Morgan Stanley Asia Pacific Private Wealth Management • Executive Director and Senior Investment Adviser of Morgan Stanley’s Private Wealth Management Group Others Nil Date of appointment as a director: 25 Oct 2013 Length of service as director: 4 years 11 months (as at 30 Sep 2018) Board committees served on • Nominating Committee • Risk Management Committee • Remuneration Committee Academic & professional qualifications • Master of Science, Columbia Graduate School of Journalism, USA • Master of Arts, University of Singapore • Bachelor of Arts (Honours), University of Singapore Present directorships in other companies (as at 30 Sep 2018) Listed companies • Banyan Tree Holdings Ltd. • Fraser and Neave, Limited Listed REITs/Trusts • EC World Asset Management Pte Ltd Major appointments (other than directorships) • Ministry of Foreign Affairs: Non-resident Ambassador to Austria • Milken Institute Asia Center (Senior Advisor) Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments • Managing Director, International Relations, Temasek Holdings • Singapore’s Consul General to Hong Kong and Shanghai • Singapore’s Ambassador to Thailand • Press Secretary to Prime Minister Goh Chok Tong • Director of the Media Division, Ministry of Communications and Information • Chief Representative of Temasek International in China Others • Fusang Family Office Ltd Others Nil (HK) • Fusang Investment Office Ltd (HK) • One Bangkok Holdings Co., Ltd. • Precious Quay Pte. Ltd. • Precious Treasures Pte. Ltd. 14 | Frasers Property Limited Philip Eng Heng Nee, 72 Non-Executive and Independent Director Tan Pheng Hock, 61 Non-Executive and Independent Director Major appointments (other than directorships) • Ministry of Foreign Affairs: Singapore’s Non-Resident High Commissioner to Canada Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) • MDR Limited (Chairman) • The Hour Glass Limited Past major appointments • Group Managing Director, Jardine Cycle and Carriage Group Others Nil Date of appointment as a director: 25 Oct 2013 Length of service as director: 4 years 11 months (as at 30 Sep 2018) Board committees served on • Remuneration Committee (Chairman) • Audit Committee Academic & professional qualifications: • Bachelor of Commerce in Accountancy, University of New South Wales, Australia • Associate Member, Institute of Chartered Accountants in Australia • Chartered Accountant (Singapore) Present directorships in other companies (as at 30 Sep 2018) Listed companies • Ezra Holdings Limited • PT Adira Dinamika Multi Finance Tbk (Commissioner) Listed REITs/Trusts • Frasers Centrepoint Asset Management Ltd, Manager of Frasers Centrepoint Trust • Hektar Asset Management Sdn Bhd, Manager of Hektar Real Estate Investment Trust Others • ALPS Pte. Ltd. (fka Agency for Healthcare Supply Chain Pte. Ltd.) • Frasers Hospitality International Pte. Ltd. • Frasers Property Australia Pty Limited • Heliconia Capital Management Pte. Ltd. • Transmex Systems International Pte. Ltd. • Vanda 1 Investments Pte. Ltd. Date of appointment as a director: 20 Mar 2017 Length of service as director: 1 year 6 months (as at 30 Sep 2018) Board committees served on Nil Academic & professional qualifications • Master of Science (Management), Stanford University, USA • Bachelor of Science, Marine Engineering (First Class Honours), University of Surrey, UK Present directorships in other companies (as at 30 Sep 2018) Listed companies Nil Listed REITs/Trusts Nil Others • Design Education Review Committee (Chairman) • Learning Gateway Ltd (Chairman)1 • Lifelong Learning Endowment Fund Advisory Council (Chairman)1 • National Neuroscience Institute (NNI) Fund Committee, SingHealth Fund (member) • SkillsFuture Singapore Agency (Chairman)1 • The Civil Aviation Authority of Singapore (Board member) Major appointments (other than directorships) • Advisor of Temasek International1 • Advisor of Accuracy Singapore2 Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments • President & CEO of ST Engineering • Group President of ST Engineering • Group’s President of Corporate Affairs, ST Engineering • President of Singapore Technologies Automotive Ltd, now known as ST Kinetics Others • Outstanding CEO of the Year at the Singapore Business Awards 2014 • Asia Business Leader of the Year at the 12th CNBC Asia Business Leaders Award 2013 • Esteemed Honorary Fellowship by the Asean Federation of Engineering Organisations (AFEO) • The Best CEO (market cap of $1 billion and above), Singapore Corporate Awards 2012 • CNBC Asia Talent Management Award, 2009 • The first Asian Chief Executive to receive the Walter L. Hurd Foundation World Executive Medal by Asia Pacific Quality Organisation 1 2 Stepped down with effect from 30 September 2018 Appointed Advisor of Accuracy Singapore with effect from 1 October 2018 Annual Report 2018 | 15 Board of Directors AS AT 30 SEPTEMBER 2018 Wee Joo Yeow, 71 Non-Executive and Independent Director Weerawong Chittmittrapap, 60 Non-Executive and Independent Director Date of appointment as a director: 10 Mar 2014 Length of service as director: 4 years 6 months (as at 30 Sep 2018) Board committees served on • Board Executive Committee • Audit Committee Academic & professional qualifications • Master of Business Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments • Managing Director and Head of Corporate Banking Singapore, United Overseas Bank Limited Administration, New York University, USA Others Nil • Bachelor of Business Administration (BBA Honours), University of Singapore Present directorships in other companies (as at 30 Sep 2018) Listed companies • PACC Offshore Services Holdings Ltd • Oversea-Chinese Banking Corporation Limited • Great Eastern Holdings Limited Listed REITs/Trusts • Mapletree Industrial Trust Management Ltd, Manager of Mapletree Industrial Trust Others Nil Major appointments (other than directorships) Nil 16 | Frasers Property Limited Major appointments (other than directorships) • King Prajadhipok’s Institute (Special Lecturer) • Chulalongkorn University (Special Lecturer) • Thammasat University (Special Lecturer) Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) • Thai Airways International Public Company Limited Past major appointments • Weerawong, Chinnavat & Peangpanor Limited (Chairman) Others Nil Date of appointment as a director: 25 Oct 2013 Length of service as director: 4 years 11 months (as at 30 Sep 2018) Board committees served on • Nominating Committee (Chairman) • Risk Management Committee Academic & professional qualifications • Thai Barrister-at-Law and the first Thai lawyer admitted to the New York State Bar • Master of Law, University of Pennsylvania, USA • Bachelor of Law, Chulalongkorn University, Thailand Present directorships in other companies (as at 30 Sep 2018) Listed companies • Berli Jucker Public Company Limited • SCB Life Assurance Public Company Limited • Siam Commercial Bank Public Company Limited • Bangkok Dusit Medical Services Public Company Limited • Asset World Corporation Public Company Limited Listed REITs/Trusts Nil Others • Big C Supercenter Public Company Limited Chotiphat Bijananda, 54 Non-Executive and Non-Independent Director Sithichai Chaikriangkrai, 64 Non-Executive and Non-Independent Director Others • Frasers Property Australia Pty Limited • Southeast Group Co., Ltd. (President) • Southeast Insurance Public Co., Ltd. (Chairman) • Southeast Life Insurance Public Co., Ltd. (Chairman) • Southeast Capital Co., Ltd. (Chairman) • TCC Assets Limited • Big C Services Co., Ltd. Major appointments (other than directorships) Nil Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments Nil Others Nil Date of appointment as a director: 08 Mar 2013 Length of service as director: 5 years 6 months (as at 30 Sep 2018) Board committees served on • Risk Management Committee (Chairman) • Board Executive Committee (Vice Chairman) • Nominating Committee Academic & professional qualifications: • Master of Business Administration, Finance, University of Missouri, USA • Bachelor of Laws, Thammasat University, Thailand Present directorships in other companies (as at 30 Sep 2018) Listed companies • Fraser and Neave, Limited • Golden Land Property Development Public Company Limited • Sermsuk Public Company Limited • TICON Industrial Connection Public Company Limited Listed REITs/Trusts Nil Listed REITs/Trusts Nil Others • Asset World Corp PCL • Big C Retail Holding Company Limited • Eastern Seaboard Industrial Estate (Rayong) Company Limited • Petform (Thailand) Co., Ltd. • TCC Assets (Thailand) Company Limited • Thai Beverage Can Co., Ltd. • Univentures REIT Management Co., Ltd. Major appointments (other than directorships) • Thai Beverage Public Company Limited (Chief Financial Officer) Past directorships in listed companies held over the preceding 3 years (from 01 Oct 2015 to 30 Sep 2018) Nil Past major appointments Nil Others Nil Date of appointment as a director: 07 Aug 2013 Length of service as director: 5 years 1 month (as at 30 Sep 2018) Board committees served on • Board Executive Committee • Audit Committee • Risk Management Committee Academic & professional qualifications • Bachelor of Accountancy (First Class Honours), Thammasat University, Thailand • Diploma in Computer Management, Chulalongkorn University, Thailand • Certificate of the Mini MBA Leadership Management, Kasetsart University, Thailand Present directorships in other companies (as at 30 Sep 2018) Listed companies • Berli Jucker Public Company Limited • Fraser and Neave, Limited • Golden Land Property Development Public Company Limited • Oishi Group Public Company Limited • Siam Food Products Public Company Limited • Sermsuk Public Company Limited • Thai Beverage Public Company Limited • Univentures Public Company Limited Annual Report 2018 | 17 Group Management AS AT 30 SEPTEMBER 2018 18 | Frasers Property Limited Panote Sirivadhanabhakdi, 40 Group Chief Executive Officer Frasers Property Limited Panote is responsible for developing and driving the Group’s growth strategies and delivering sustainable returns for the business. He provides leadership to all of Frasers Property’s business units and helms the development and management of the Group’s businesses. As a member of FPL’s Board of Directors since 8 March 2013, he also serves on the Board Executive Committee and Risk Management Committee. Prior to his current appointment on 1 October 2016, Panote had assumed various senior leadership positions within the TCC Group. He is a member of the Board of Trustees of the Singapore Management University and the Management Committee of the Real Estate Developers’ Association of Singapore (REDAS). Panote holds a Master of Science from the School of Management at the London School of Economics and Political Science in the United Kingdom, and a Bachelor of Science in Manufacturing Engineering from Boston University in the USA. Chia Khong Shoong, 47 Group Chief Corporate Officer Frasers Property Limited Loo Choo Leong, 50 Group Chief Financial Officer Frasers Property Limited As Group Chief Corporate Officer, Khong Shoong looks after Group Corporate Secretariat and Legal, Group Business Process Design and Technology Solutions, Sustainability and Corporate Administration. He oversees the development and formulation of Group strategies to streamline business processes, drive synergies and improve profitability. He also assists Frasers Property’s Group Chief Executive Officer in overseeing the evaluation, execution and implementation of group- wide projects and strategy initiatives as well as the development of the Group’s international businesses. Khong Shoong was previously the Group Chief Financial Officer of FPL and its Chief Executive Officer for Australia, New Zealand and the United Kingdom. Prior to joining the Group on 2 March 2009, he held positions as Director, Investment Banking and Global Banking at The Hongkong & Shanghai Banking Corporation Ltd and Vice President, Global Investment Banking, Citigroup / Salomon Smith Barney / Schroders. Khong Shoong holds a Master of Philosophy (Management Studies) from Cambridge University, United Kingdom and a Bachelor of Commerce (Accounting and Finance) from the University of Western Australia, Australia. Choo Leong is responsible for all aspects of the Group’s Finance functions. He has direct oversight of the Finance, Accounting, Treasury, Taxation, Risk Management and Investor Relations functions. He joined Frasers Property on 1 March 2017 and was appointed Group Chief Financial Officer on 1 December 2017. Before he joined FPL, Choo Leong held various positions including Chief Financial Officer of Pacific Radiance Limited and Group Head of Global Shared Services and Head of Regional Finance Office of the Sime Darby Group. Choo Leong graduated with a Master of Business Administration (Distinction) from University of Strathclyde, United Kingdom. He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom, a member of the Institute of Singapore Chartered Accountants, a member of the Singapore Institute of Directors and a member of the Malaysian Institute of Accountants. Annual Report 2018 | 19 Group Management AS AT 30 SEPTEMBER 2018 Uten Lohachitpitaks, 45 Group Chief Investment Officer Frasers Property Limited Sebastian Tan, 55 Group Chief Human Resources Officer Frasers Property Limited Uten is responsible for the Group’s investment, capital markets transactions, managing and monitoring the Group’s portfolio of assets, devising strategies for acquisitions/divestments and liaising with investment partners. He also provides leadership for the Indochina markets, namely Thailand and Vietnam. Prior to joining the Group on 1 October 2013, positions Uten held included Managing Director, Strategic Advisory at DBS Bank Ltd, Director, Investment Banking Division, United Overseas Bank (Thai) Public Company Limited and Vice President, Corporate & Investment Banking Group, DBS Bank Ltd. Uten graduated with a Master of Business Administration and Bachelor of Business Administration from Assumption University, Thailand. Sebastian has global responsibilities for all aspects of the Group’s Human Resources. He has direct oversight of the Group’s Strategic Talent Management, Rewards and Leadership Development. Before joining FPL on 17 August 2015, Sebastian held several appointments including Group Chief Human Resources Officer at Surbana Corporation, Advisory Director and Managing Director, Human Resources at Temasek Holdings and Director, Human Resources at American Express International. Sebastian is currently Programme Director, Graduate Human Resources Certification Programme and a member of the Adjunct Faculty, Lee Kong Chian School of Business at Singapore Management University. Sebastian holds a Master of Business Administration (Human Resources) and Bachelor of Science (Human Resources) from Northern Illinois University, USA 20 | Frasers Property Limited Zheng Wanshi, 37 Chief Strategy and Planning Officer Frasers Property Limited Christopher Tang Kok Kai, 57 Chief Executive Officer Frasers Property Singapore Wanshi is responsible for the development and integration of FPL’s strategy at the Group and business unit levels, and its execution across the global business, working in collaboration with the senior leadership team. In her role, Wanshi also oversees the Capital Allocation, Planning, Research, and Strategic Communications and Branding functions. Prior to joining the Group on 8 February 2018, Wanshi held positions including Head of Investment Management at CapitaLand Limited, Director (Multi-asset Class Research) at Mount Kellett Capital (Hong Kong) Limited, and Vice President (Distressed Products Group/ Strategic Investment Group) at Deutsche Bank AG. Wanshi holds a double degree from the University of Pennsylvania, USA where she graduated summa cum laude from the Wharton School with a Bachelor of Science in Economics and a Concentration in Finance, and from the College of Arts and Sciences with a Bachelor of Arts in Economics. Chris is responsible for Frasers Property Singapore. He oversees the Group’s residential, retail and commercial business in Singapore as well as Frasers Centrepoint Trust and Frasers Commercial Trust. Since Chris joined Frasers Property in 1 April 2001, he has held several appointments including Chief Executive Officer, Commercial and Greater China, Chief Executive Officer, Frasers Centrepoint Asset Management Ltd and General Manager, Strategic Planning and Asset Management. Chris serves on the Board of Governors of Republic Polytechnic. Chris graduated with a Master of Business Administration and a Bachelor of Science from National University of Singapore. Annual Report 2018 | 21 Group Management AS AT 30 SEPTEMBER 2018 Rodney Vaughan Fehring, 59 Chief Executive Officer Frasers Property Australia Choe Peng Sum, 58 Chief Executive Officer Frasers Hospitality Rod is responsible for Frasers Property Australia. He oversees the Group’s residential, commercial, industrial and retail business in Australia as well as Frasers Logistics & Industrial Trust. He has 35 years of experience in the property development industry, primarily involved in large-scale urban development and urban renewal schemes. Rod joined the Group on 22 March 2010. He was Executive General Manager, Residential at Australand before it was acquired by Frasers Property in 2014. He was subsequently appointed CEO of the Australian business. Prior to joining Frasers Property Australia, Rod held a number of positions including Managing Director and CEO of Lend Lease Primelife Ltd, CEO of Delfin Lend Lease Ltd, Executive General Manager (Vic) of Delfin Group Ltd, Chief Operating Officer of Urban Land Corporation, Victoria and General Manager (Property) of Australian Defence Industries Ltd. He is Chairman of the Green Building Council of Australia and a member of Property Male Champions of Change which was established by the Property Council of Australia. Rod holds a Bachelor of Applied Science and a Graduate Diploma in Sports Administration from La Trobe University, Australia, a Graduate Diploma in Urban & Regional Planning from RMIT University, Australia. He also graduated from the Advanced Management Program by The Wharton School, University of Pennsylvania, USA. Peng Sum is responsible for Frasers Hospitality. He oversees the Group’s business from investment and business development, to global expansion of its chain of gold-standard serviced residences and hotels worldwide, as well as Fraser Hospitality Trust. Since his first appointment on 1 April 1996, Peng Sum has held several positions within the Group’s hospitality business including Chief Operating Officer and General Manager of Hospitality. His hospitality experience includes positions as Resident Manager, Portman Shangri-La Hotel, Shanghai and Executive Assistant Manager, Shangri-La Hotel, Singapore. Peng Sum was appointed by the Ministry of Education as Chairman of the Board of Directors of Crest Secondary. In addition, he serves as a Governing Council member of the Singapore Quality Awards, Spring Singapore. He is a member of the Boards of Governors of Anglo- Chinese School and SAFRA, and also a member of the SPC Complaints Panel (Laypersons), Singapore Pharmacy Council. Peng Sum graduated with a Bachelor of Science with Distinction and was a member of Phi Kappa Phi at Cornell University, New York, USA. He was on the President’s Honor Roll at Washington State University, USA and graduated from the Executive Development Programme at the International College of Hospitality Administration, BRIG, Switzerland. 22 | Frasers Property Limited Corporate Information Board of Directors Mr Charoen Sirivadhanabhakdi Non-Executive and Non-Independent Chairman Khunying Wanna Sirivadhanabhakdi Non-Executive and Non-Independent Vice Chairman Risk Management Committee Mr Chotiphat Bijananda (Chairman) Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Weerawong Chittmittrapap Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai Mr Panote Sirivadhanabhakdi Group Chief Executive Officer Executive and Non-Independent Director Mr Charles Mak Ming Ying Non-Executive and Lead Independent Director Mr Chan Heng Wing Non-Executive and Independent Director Mr Philip Eng Heng Nee Non-Executive and Independent Director Mr Tan Pheng Hock Non-Executive and Independent Director Mr Wee Joo Yeow Non-Executive and Independent Director Mr Weerawong Chittmittrapap Non-Executive and Independent Director Mr Chotiphat Bijananda Non-Executive and Non-Independent Director Mr Sithichai Chaikriangkrai Non-Executive and Non-Independent Director Board Executive Committee Mr Charoen Sirivadhanabhakdi (Chairman) Mr Charles Mak Ming Ying (Vice Chairman) Mr Chotiphat Bijananda (Vice Chairman) Mr Wee Joo Yeow Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai Audit Committee Mr Charles Mak Ming Ying (Chairman) Mr Philip Eng Heng Nee Mr Wee Joo Yeow Mr Sithichai Chaikriangkrai Nominating Committee Mr Weerawong Chittmittrapap (Chairman) Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Chotiphat Bijananda Remuneration Committee Mr Philip Eng Heng Nee (Chairman) Mr Charles Mak Ming Ying Mr Chan Heng Wing Group Management Mr Panote Sirivadhanabhakdi Group Chief Executive Officer Mr Chia Khong Shoong Group Chief Corporate Officer Mr Loo Choo Leong Group Chief Financial Officer Mr Uten Lohachitpitaks Group Chief Investment Officer Mr Sebastian Tan Group Chief Human Resources Officer Ms Zheng Wanshi Chief Strategy and Planning Officer Mr Christopher Tang Kok Kai Chief Executive Officer, Frasers Property Singapore Mr Rodney Vaughan Fehring Chief Executive Officer, Frasers Property Australia Mr Choe Peng Sum Chief Executive Officer, Frasers Hospitality Company Secretary Ms Catherine Yeo Registered Office 438 Alexandra Road #21-00 Alexandra Point Singapore 119958 Tel: (65) 6276 4882 Fax: (65) 6276 6328 frasersproperty.com Share Registrar Tricor Barbinder Share Registration Services 80 Robinson Road #02-00 Singapore 068898 Tel: (65) 6236 3333 Fax: (65) 6236 3405 Auditors KPMG LLP Partner-in-charge: Mr Ronald Tay Ser Teck (Appointed on 29 January 2016) Principal Bankers Australia and New Zealand Banking Group Limited Bangkok Bank Public Company Limited Bank of China Limited DBS Bank Ltd. Malayan Banking Berhad Mizuho Bank, Limited Oversea-Chinese Banking Corporation Limited Standard Chartered Bank Sumitomo Mitsui Banking Corporation United Overseas Bank Limited Annual Report 2018 | 23 Chairman’s Statement Revenue and attributable profit before fair value change and exceptional items were $4,312 million and $507 million respectively. On the back of FPL’s sound financial performance, the Board has proposed a final dividend of 6.2 cents per share. Including FPL’s interim dividend of 2.4 cents per share, total dividend for FY18 is 8.6 cents per share. FY18 Total Dividend 8.6 cents 24 | Frasers Property Limited With the support of our shareholders, the Group adopted a new name, Frasers Property Limited (FPL), in February 2018. This marked a significant milestone for the Group, as we consolidated the Group’s multi-national businesses under a single powerful brand, Frasers Property, and employees came together as one, with one shared belief and one common set of values. Much has been said about the uncertainties we face today, but I firmly believe that with a collaborative and progressive mindset, the Group can continue to deliver long-term and sustainable value to shareholders. Reinforcing the Group’s resilience FPL is well placed to manage real estate risks as a result of the steps taken to diversify geographically and across asset classes. To ensure that FPL remains in a position to optimise the benefits of a balanced portfolio, it is critical for the Group to maintain solid platforms in the selected geographies and asset classes. Having sound platforms in place will allow the Group to scale up quickly at the appropriate time to capture opportunities, while remaining steady when faced with headwinds. Harnessing the collective strength of the Group Over the course of the year, the Group has leveraged our strong network of platforms to good effect. Following the completion of acquisitions in Europe and further investments in Thailand, we now have an enhanced logistics and industrial platform, complemented by a capital recycling platform in the form of Frasers Logistics & Industrial Trust (FLT). The Group also scaled up our platform in the United Kingdom including investing in a business park together with Frasers Commercial Trust (FCOT). The integrated value chain that we have in place enables both FPL and the Group’s REITs to grow together. It is imperative that FPL continues to pursue opportunities to create, enhance and unlock asset value, with the ultimate aim of strengthening the Group’s entire network of platforms and optimising shareholder value over the long term. Balancing risks to deliver attractive risk-adjusted total returns FPL’s leadership team has made great strides in enhancing the resilience of the Group’s portfolio. The larger base of recurring income will help to provide stability to the Group’s earnings, but it will not fully insulate the Group against the effects of lumpy development earnings recognition and property cycles. Having said that, it is important to recognise that development capabilities is a prized value creation skill-set in real estate, especially mixed-use development expertise, and this is not a skill-set that is easily replicated. FPL’s leadership must continue to carefully calibrate the Group’s exposure to development properties versus investment properties, and dynamically allocate capital to achieve attractive risk-adjusted total returns for shareholders. Delivering commendable results I am pleased that the Group delivered a commendable set of full-year results in FY18. Revenue and attributable profit before fair value change and exceptional items were $4,312 million and $507 million respectively. On the back of FPL’s sound financial performance, the Board has proposed a final dividend of 6.2 cents per share. Including FPL’s interim dividend of 2.4 cents per share, total dividend for FY18 is 8.6 cents per share. Charoen Sirivadhanabhakdi, Chairman Over the course of the year, the Group received accolades for our commitment towards building a sustainable business. FPL was recognised for our outstanding efforts in adhering to exemplary corporate governance practices and disclosure standards, as well as best practices in investor relations in the 2018 Singapore Corporate Awards. The Group’s business in Australia and FLT also did very well in several significant global rankings in the 2018 Global Real Estate Sustainability Benchmark (GRESB) assessment. Acknowledgements FPL will not be where it is today without the support of our many stakeholders. To my esteemed colleagues on the Board, thank you for the wise counsel and valuable guidance. I extend my sincere appreciation too, to our customers, business partners, bankers, financial advisers and shareholders, for their unwavering support of FPL. On behalf of the Board, I would also like to thank the Boards of FCT, FCOT, FHT, and FLT, for their stewardship of our listed REITs. Last but not least, I would like to express my deep appreciation to our employees for their dedication and hard work. Charoen Sirivadhanabhakdi Chairman Chairman’s Statement Sharpening the Group’s focus on people The Group’s business is all about people. We are in the business of providing spaces for people to make their homes in and work in, and where businesses and communities can thrive. The Group needs talented people to provide real estate solutions that meet customers’ needs. Hence, I am glad that employees across the Group share the same belief that experience matters, both the customer’s experience, and our experience. Collaboration is vital to the Group The Group was able to successfully execute on our strategies because we leveraged our experience, and that was made possible by a high degree of collaboration across the Group. Adopting a collaborative approach towards the Group’s business partners and the broader real estate ecosystem is equally important. Over the years, the Group has been involved in numerous joint ventures for development projects. In FY18, the Group embarked on our first investment in the co-working sector. As FPL leadership considers the possibilities and challenges thrown up by today’s fast-changing, digital and uncertain world, collaboration will no doubt continue to play a big part in our path ahead. Delivering real estate solutions that matter to customers FPL has the privilege of being able to make a difference to our customers’ everyday life through our real estate solutions. Many of the Group’s developments have been contributing positively to communities and this is an area we remain focused on. The Group will draw upon our significant experience in place-making to push limits and set new standards for sustainable living and community building, even as we actively explore new ways to deliver real estate solutions to meet our customers’ needs. Sustainability is a natural approach to business Sustainability has always been a key focus area for FPL because that is how we approach business. We are building a business that can endure and sustain over the long term. The Group has been making consistent progress in maintaining a high standard of corporate governance and raising the bar in sustainable practices in our business operations, and FPL’s progress is reported in this year’s Sustainability Report. This year’s Sustainability Report, as with every year prior, was prepared in accordance to international standards and is an important part of the Group’s efforts to share our sustainability approach with stakeholders. 26 | Frasers Property Limited China Square Central | Singapore In Conversation with the Group CEO Proactive asset and capital management remain key focus areas. We will maintain our efforts at enhancing operating performance of the Group’s investment properties through asset value creation and enhancement. FY18 Group’s Attributable Profits $759.0 million 28 | Frasers Property Limited How was FPL’s financial performance in FY18? We delivered another set of solid financial results despite continued macro- economic uncertainties and headwinds in the residential development sectors in Australia and Singapore. The Group’s attributable profits grew 10% year-on-year to $759 million, supported by revenue and profit before interest and taxation (PBIT) growth of 7% and 17%, respectively. Maiden contributions from the Group’s logistics and industrial properties in Continental Europe and business parks in the United Kingdom (UK) helped anchor operating results and provided stability, while development income from completed projects added to our performance. On the balance sheet front, we maintained a sound financial position in FY18. As at 30 September 2018, the Group’s net debt-to-equity ratio stood at 84.4%. This is a gearing level that the business can support, in view of our strong recurring income base and unrecognised presold revenue from contracted sales of residential units amounting to $2.2 billion as at 30 September 2018. This provides us with residential development earnings visibility over the next two to three years. Around 65% of FPL’s PBIT in FY18 was from recurring income sources. Residential development in Australia and Singapore is challenging, with uncertain macro environment and government measures affecting buyer sentiment, while land prices remain elevated. Will the Group further reduce exposure to development activities moving forward? The property sector moves in cycles, and development income is inherently lumpy in nature. Coupled with today’s uncertain environment, it is critical for us to continue enhancing the resilience of the Group’s portfolio. Over the past few years, we have consistently sought to increase the Group’s recurring income sources, which include income from investment properties, fee income from asset, property and project management for the Group’s REITs as well as income from our hospitality business. Our efforts have helped to promote stability and provide better visibility of the Group’s earnings and cash flows, and more importantly, reshape the Group’s portfolio. What we have today is a more resilient portfolio, with over 80% of the Group’s total property assets in recurring income property classes. The enhanced resilience to our business portfolio will enable us to better manage inherent risks in the real estate sector and achieve our objective of delivering long term and sustainable value to shareholders. Nevertheless, our development capabilities remain important to the Group, especially for integrated, mixed-use projects. There are also organic growth opportunities embedded within our investment properties portfolio, including about 130,000 sq m of developable land within our UK business parks portfolio. Our development capabilities allow us to unlock value at the appropriate time. In addition, we continue to be well positioned to capture development opportunities at the right point of the cycle. Going forward, we will continue to calibrate our exposure to development projects and investment properties depending on macro and real estate market fundamentals. We are ultimately targeting attractive risk-adjusted total returns across cycles for shareholders through our real estate products and services. Panote Sirivadhanabhakdi, Group Chief Executive Officer In Conversation with the Group CEO The Group made several acquisitions in the logistics and industrial space this past year. What is the thinking behind those acquisitions, and specifically, why logistics and industrial? Logistics and industrial is a sector that lends itself very well to having a multi-city footprint, because our clients are mostly multi-nationals. We have a strong logistics and industrial platform in Australia, so it was natural for us to extend it to markets that offer long term growth potential for the sector. Our plan to extend the logistics and industrial platform to familiar markets began with the acquisition of a circa 41.0% stake in TICON Industrial Connection Public Company Limited (TICON) in FY17. Thailand is a market we know well and have a natural competitive advantage. TICON, with its strong local management team and established business, strengthens our platform and opens up access to the logistics and industrial sector in the AEC1 region. Following the tender offer for TICON that closed in May 2018, the Group now has close to 89.5% deemed interest in TICON. In FY17, we further extended our platform to Germany and the Netherlands via the acquisition of Geneba Properties N.V. (Geneba). Europe is a market that the Group is familiar with through our hospitality business. Germany and the Netherlands are AAA-rated countries where we see structural supply shortage of logistics and industrial properties. Geneba has a strong, local management team and established business, coupled with asset management capabilities for third-party owners. We further acquired Alpha Industrial in FY18, which added development capabilities to our Europe platform. Geneba and Alpha Industrial have since been successfully integrated together as Frasers Property Europe. Today, we have an established logistics and industrial footprint of 5.9 million sq m amounting to $8.5 billion of assets under management, with a development pipeline that can potentially double our current portfolio. More importantly, these acquisitions are all part of our larger focus on building scalable, business platforms across asset classes and geographies. By platform, we mean strong management teams with local expertise and local networks, because to us, people are the foundation of our business. Australia Europe Thailand Integrated value chain Development, property and asset management Scaled logistics & industrial platform stretching across Australia, Europe and Thailand Logistics & Industrial Assets Under Management2 $8.5 billion Frasers Property Australia Frasers Property Europe TICON TREIT REIT platforms FLT Significant opportunities for cross-marketing to customers across multi-geographical platform Logistics & Industrial Total Gross Lettable Area 5.9 million2 sq m Logistics & Industrial Total Development Pipeline3 6.6 million2 sq m 1 2 3 ASEAN Economic Community Comprises 100% of the logistics and industrial assets in Australia, Europe and Thailand, in which the Group has an interest, including assets held by its REITs, joint ventures, associates and assets pending completion of acquisitions Including land bank 30 | Frasers Property Limited In FY18, Frasers Logistics & Industrial Trust (FLT) acquired 21 logistics and industrial properties in Germany and the Netherlands from FPL. Since FPL’s listing, there have been acquisitions of the Group’s assets by the REITs. What do you see as the key role of the Group’s REITs? We constantly review FPL’s portfolio to assess if there are stable and mature assets that are better held through the Group’s REITs than through FPL’s own balance sheet. This not only supports the growth of these REITs but also enables us to recycle FPL’s capital into new investments while earning management fee income for the Group. The Group’s four REITs, Frasers Centrepoint Trust, Frasers Commercial Trust, Frasers Hospitality Trust and FLT, are consolidated into FPL, and play an important role in the Group’s capital management strategy. More importantly, assets that are acquired by the REITs remain within the Group’s network of managed assets, while FPL continues to benefit from owning the assets through stakes in the REITs. At the same time, the REITs benefit from having FPL as a sponsor, as they can access FPL’s pipeline for potential acquisitions, even as they are able to acquire assets from third parties. Overall, I am happy that the Group’s REITs have been able to leverage the support of FPL to grow, thereby enabling FPL to grow as the REITs grow. This creates a virtuous cycle of growth and value creation for the entire Group. Growing together Frasers Property Limited • Recycle capital • Benefit from continued ownership of quality investment properties • Maintain portfolio network effect • Stronger REITs are better positioned to continue contributing to the Group REITs • Access to, and visibility over, potential acquisition pipeline from FPL to grow portfolio • Assets continue to be managed by experienced team within the Group Create asset • Development • Asset enhancement initiatives Frasers Property Limited Recycle capital • Realise value Manage asset • Asset and property management Frasers Centrepoint Trust 12 consecutive years of DPU growth since listing Frasers Commercial Trust Expanded investment mandate to Europe - acquired Farnborough Business Park in the UK via a 50:50 JV with FPL Frasers Hospitality Trust Grew portfolio by acquiring third-party assets with FPL’s support Frasers Logistics & Industrial Trust Grew portfolio from 51 assets at listing to 83 assets within two years by acquiring right of first refusal assets from FPL Annual Report 2018 | 31 In Conversation with the Group CEO As at the end of FY18, FPL has $34.3 billion of assets under management across five asset classes in Singapore, Australia, Continental Europe, the UK, China, Thailand and Vietnam. How do you manage the Group’s diverse businesses? The world is a lot more connected today, and economic and political uncertainties in one market often have ripple effects across the globe. Real estate is a sector that is sensitive to the macro environment, health of local economies, and consumer sentiment, which makes it a cyclical industry by nature. We have been taking steps to diversify geographically within Asia Pacific and Europe, and increase our investments in recurring income asset classes to help us balance the risks across cycles. We believe that having meaningful scale, focus and platform are critical success factors for real estate, and will give us a sustained competitive advantage. Hence, our focus has been on building scalable platforms that will enable us to harness the strength of the Group and our external partnerships to deliver greater network effect. Our expansion in the UK and Continental Europe are clear demonstrations of how we can leverage the expertise of our core markets, Singapore and Australia, to scale up our business. Our network of geographic-focused and asset class- focused platforms is one of our greatest strengths. One of our top priorities is to ensure that the bonds within our network remain strong, which is why we pay so much attention to our organisational backbone. We are in the best position to leverage our network when all 4,635 employees across the Group share a common belief and are guided by a common set of values. Last year, FPL embarked on a branding initiative to bring its people and businesses closer together under a single corporate culture, across its multi- national and diverse platform. It has been a year since the Group has come together under one name – Frasers Property, and a unifying brand idea – experience matters. Has the branding initiative achieved the desired outcomes? Absolutely. Our network is stronger now than ever before. Unifying the Group’s collective brand equity across our multi-national business reflects and reinforces the Group’s stature as a multi-segment, multi-national business. By embracing and leveraging the Group’s scale and diversity, we are better positioned than ever to grow value and capture opportunities. It makes sense for our customers, for our people, and for the Group. ‘Experience matters’ is an articulation and expression of what we believe in and who we are as an organisation. Celebrating this common belief and our common values of collaboration, respect, progressive and real, fostered closer bonds among our people. Together, we strengthened our focus on our customers’ experience, our people’s experience, and the experience we bring as one multi-national property group to create value for our customers. Total property assets by asset class1 Total property assets evenly spread across asset classes Total assets by geographical segment Balanced spread of total assets across key markets in Asia Pacific and Europe $6.5 billion, 23% $4.8 billion, 17% $5.6 billion, 18% $28.0 billion $4.8 billion, 17% $6.0 billion, 18% $32.4 billion $12.8 billion, 39% $7.2 billion, 26% $4.7 billion, 17% Development | Retail | Hospitality Business Parks / Offices | Logistics / Industrial $8.0 billion, 25% Singapore | Australia | Europe | Others2 1 Property assets comprise investment properties, property, plant and equipment, properties held for sale and investments in joint ventures and associates 2 Including China, Vietnam, Thailand, Malaysia, Japan, the Philippines, Indonesia and New Zealand 32 | Frasers Property Limited Many industries are being disrupted by digital-age business models, from financial services to transport, and even property. How is FPL facing this new challenge? No business is immune to disruptions, and we choose to embrace disruption and view it as an opportunity to better engage our customers and meet their needs. In May 2018, we announced that we are jointly investing with GIC into JustCo to develop a co-working platform across Asia. The co-working sector is a prime example of how physical space goes beyond brick and mortar, and is aligned to our belief that real estate is a service offering as well. The combination of thoughtful design, curated service offerings and smart-office technology can transform office buildings into inspiring, collaborative workspaces that enhance our workplace communities. Our businesses in Australia and Singapore have also been rolling out digital initiatives to connect better with customers. In Australia, customers now have on-demand access to property information, maintenance requests and rewards via myProsperity App, an initiative that was fully conceptualised and designed in-house. This application has also enabled our Australian business to be ranked among Australian Financial Review’s 100 Most Innovative Companies in Australia and New Zealand in 2018. The digital gamification efforts by our Singapore business was also recognised by the International Council of Shopping Centres when Frasers Galactic Passport received the Gold award for Emerging Digital Technology. In addition to launching digital initiatives for customers, we are sharpening our focus on place-making, an area where we have significant experience. In Australia, we are pleased that Central Park in Sydney continues to win multiple awards ranging from design to heritage conservation to sustainability. As one of Australia’s greenest urban villages, Central Park contributes positively to the community’s everyday life. In Singapore, Northpoint City is the first mall with a community club within the development. With its community-focused offerings, Northpoint City has been a key venue for community interaction and activities in northern Singapore since it opened. myProsperity App Frasers Galactic Passport, Anchorpoint | Singapore Annual Report 2018 | 33 In Conversation with the Group CEO Artist’s impression of One Bangkok | Thailand Our latest place-making project, One Bangkok, will be Thailand’s largest integrated precinct that will comprise five Grade A office towers built to LEED1 and WELL2 standards, five luxury and lifestyle hotels, three ultra- luxury residential towers and a comprehensive array of retail offerings within differentiated retail precincts. One Bangkok will also be the first district in Thailand to be built entirely around sustainability principles and aims to achieve LEED for Neighbourhood Development Platinum standards. One Bangkok will draw upon our extensive capabilities and knowledge across the property sectors, as we aim to push limits and set new standards for sustainable living and community building. To equip our people to fully capitalise on the possibilities available in the digital age, we have introduced technology-use in new ways within the company to enhance work efficiency and internal communications. Moreover, as part of our continuous learning programme, we are providing regular opportunities for our people to interact with start-ups and tech firms. 1 Leadership in Energy and Environmental Design (LEED) is a rating system devised by the United States Green Building Council (USGBC) to evaluate the environmental performance of a building and encourage market transformation towards sustainable design 2 WELL Building Standard is the premier standard for buildings, interior spaces and communities seeking to implement, validate and measure features that support and advance human health and wellness, devised by buildings from the International WELL Building Institute based in Washington D.C. 34 | Frasers Property Limited the Building & Construction Authority (BCA) Green Mark Champion Award, which is given to developers who achieve a substantial number of Green Mark buildings at Gold level or higher. In the Global Real Estate Sustainability Benchmark (GRESB) 2018 assessment, Frasers Property Australia secured several significant global rankings while FLT ranked first among global peers in its category. In addition, sustainability has been a key driver of innovation for the Group. At Central Park in Sydney, for example, we implemented a precinct-wide energy infrastructure from the development stage of the project, which was an unprecedented initiative in Australia. Harnessing the energy infrastructure within Central Park resulted in the launch of Real Utilities, the Group’s embedded energy network business in Australia. Real Utilities now offers carbon neutral energy to residents at several projects developed by the Group’s business in Australia, and at rates that are lower than the three biggest energy retailers in the respective areas. What will be the Group’s focus in FY19? Proactive asset and capital management remain key focus areas. We will maintain our efforts at enhancing operating performance of the Group’s investment properties through asset value creation and enhancement. Concurrently, we will continue our regular review of the Group’s investment properties portfolio to identify opportunities to unlock value and recycle capital to optimise shareholder value. More importantly, the foundation of our business is our people. We will continue to place emphasis on strengthening our diversified group platform in the year ahead. One of our priorities is to strengthen group-level resources to enhance strategic planning and capital allocation across the Group’s multi-national and multi- segment business. There will also be a greater focus on people and leadership development, as we look to further harness the experience and diversity of the talent within the Group. We are operating in a VUCA environment, that is, an environment of volatility, uncertainty, complexity and ambiguity. In today’s digital and VUCA environment, it is more important than ever that FPL remains as nimble and adaptable as possible. Against the backdrop of such volatilities, the strategies we have put in place, the resilient portfolio we now have, and our employee’s shared belief in ‘experience matters’, have put us in good stead to continue delivering long term and sustainable value for our shareholders. Annual Report 2018 | 35 Frasers Tower | Singapore Sustainability is a key focus area for FPL, with our Sustainability Report being published annually. What does sustainability mean to the Group? To us, sustainability is a natural approach to business. A business model that is designed to deliver returns through cycles, a high standard of corporate governance and transparency, as well as sustainable practices within the Group’s business operations, are all hallmarks of an enduring, sustainable business. Our Sustainability Report is an important avenue for us to communicate the Group’s commitment to sustainability in a structured manner to our stakeholders. Over the course of the year, we are honoured to have received recognition in a number of awards that exemplify the Group’s commitment towards corporate governance and transparency. At the 2018 Singapore Corporate Awards, for the second year running, FPL was a winner for Best Investor Relations in the category for listed companies with market capitalisation of $1 billion and above. Our efforts in promoting environmental sustainability and corporate social responsibility were also recognised. Frasers Property Singapore received e r o p a g n S i Parc Life EC | Singapore Business Review Singapore The Frasers Property Singapore (FPS) team has continued to deliver steady progress over the year in review, strengthening our recurring income base and replenishing our land bank. FY18 Revenue for Singapore Business $1.4 billion FY18 PBIT $481.0 million Christopher Tang Kok Kai, CEO, Frasers Property Singapore The Frasers Property Singapore (FPS) team has continued to deliver steady progress over the year in review, strengthening our recurring income base and replenishing our land bank. Our colleagues in Residential, Retail & Commercial, as well as the two Singapore Exchange Securities Trading Limited (SGX-ST)- listed REITs Frasers Centrepoint Trust (FCT) and Frasers Commercial Trust (FCOT), successfully achieved steadfast results and key milestones over the course of the year. We achieved a revenue of $1.4 billion with a profit before interest and taxation (PBIT) of $481.0 million, representing a year-on-year increase of 58.0% and 17.8%, respectively. With an asset base of $11.91 billion, Singapore remains a key market for Frasers Property, making up 37% of the Group’s asset base and 38% of the Group’s profit in FY18. 1 Comprises the full asset value of property assets in which FPS has an interest, including assets held by Frasers Centrepoint Trust, Frasers Commercial Trust and investments in joint ventures and associates Annual Report 2018 | 37 Business Review Singapore Residential Our Residential Properties turned in a strong performance in FY18. Revenue doubled to $879.0 million, while PBIT more than doubled to $147.0 million. We completed Parc Life Executive Condominium (EC) during the year, which provided a lump-sum profit recognition. There was also progressive profit contribution from Seaside Residences and North Park Residences, which obtained its Temporary Occupation Permit (TOP) on 31 October 2018. Both North Park Residences and Parc Life EC are fully sold. We also achieved a healthy sales level at Seaside Residences with 84.1% sold. As at 30 September 2018, we have approximately $0.4 billion of unrecognised presold residential development revenue. Work has commenced on our Jiak Kim development, a Government Land Sale tender site that we won in December 2017. Located along the Singapore River, this project Singapore – Residential projects completed or under development is envisioned to be an exclusive development with approximately 455 residential units to be built on this iconic site. The development is expected to be launched in the first half of 2019. With the additional cooling measures introduced by the Singapore government in July, the private residential market has slowed down with prices rising marginally and sales volume easing1. Effective interest as at 30 Sep 18 (%) 80.0 100.0 40.0 No. of units 628 920 843 % Sold as at 30 Sep 18 97.82 100.0 84.1 % Completion as at 30 Sep 18 100.0 89.6 36.5 Ave selling price as at 30 Sep 18 ($ psm) 8,571 14,212 18,587 Est. saleable area ('000 sq m) 62.1 68.6 67.6 Land cost ($ psm) 3,444 6,458 9,236 Target completion date Completed 4Q20183 2H2020 Project Parc Life EC North Park Residences Seaside Residences Singapore – Residential land bank Site Jiak Kim Effective interest as at 30 Sep 18 (%) 100.0 Est. Saleable Area ('000 sq m) ~46.54 Est. total no. of units 4554 Land cost ($ psm) Tenure 18,6495 Leasehold Est. launch ready date 1H2019 1 URA, 26 October 2018, “Release of 3rd Quarter 2018 real estate statistics” 2 3 4 5 100% including options signed as at 31 October 2018 TOP obtained on 31 October 2018 Based on planning permit obtained, subject to changes Based on permissible GFA 38 | Frasers Property Limited North Park Residences | Singapore Artist’s impression of Seaside Residences | Singapore The Urban Redevelopment Authority (URA) private residential property price index for 3Q2018 rose 0.5%, compared to 3.4% growth in the preceding quarter. New private residential property units sold by developers (excluding ECs) for nine months ended in September dropped to 6,959 units, about 65.0% of 2017’s full-year volume1. Analysts expect sales volume for new private residential homes to stabilise at about 8,000 to 10,000 units in 2018. Despite the additional cooling measures, newly launched projects were still relatively well received. We expect housing demand to remain healthy and stable, supported by homeowners who sold their properties through collective sales and are looking for replacement homes, as well as from first-time buyers or upgraders purchasing for owner-occupation. 1 URA, 26 October 2018, “Release of 3rd Quarter 2018 real estate statistics” Annual Report 2018 | 39 Business Review Singapore Retail & Commercial This financial year, we strengthened our recurring income base with the completion of Northpoint City South Wing and prime Grade A Central Business District (CBD) office development, Frasers Tower. Revenue from the Retail & Commercial Division, including FCT and FCOT, increased 9.0% year-on-year to $462.3 million, while PBIT grew 2.8% year-on-year to $288.51 million. We were proud to open the South Wing of Northpoint City to Yishun residents in December 2017. The community-centric development featuring two retail wings – North Wing and South Wing, is the largest retail mall in the North with combined net lettable area (NLA) of more than 47,000 sq m. With diverse lifestyle and food and beverage (F&B) offerings, Northpoint City has attracted close to 4 million shoppers per month since the opening of the South Wing. Integrated with the 920-unit North Park Residences and featuring a town plaza, Northpoint City also provides seamless connectivity to public transport amenities. Our portfolio of suburban retail malls continues to be stable and trades well. The portfolio achieved an occupancy rate of about 94.0% as at 30 September 2018 and positive rental reversion of 3.6%. While the tight labour market conditions and the impact from e-commerce continues to challenge retailers, the overall retail market appears to be showing signs of bottoming out. Rentals from prime retail space continue to increase in 3Q2018, the third increase over three consecutive quarters2. Sentiments amongst retailers are improving, with new international tenants entering the market and committing to retail spaces. Frasers Tower was completed during the year in review and received its TOP in May 2018. Designed as a green and sustainable workplace, Frasers Tower is equipped with energy-efficient features and comes with smart building features. The development is Building & Construction Authority (BCA) Green Mark Platinum certified. It also raised Southeast Asia’s first syndicated secured green loan of $1.2 billion in September 2018. Situated at the gateway to the CBD, this iconic project has attracted strong leasing interest and is now more than 90% leased. Designed to foster interaction between businesses and communities, Frasers Tower features four community zones for tenants to connect and collaborate, to relax amidst the lush greenery environment, whilst enjoying a wide variety of F&B options. 1 2 Excluding share of fair value gain from joint ventures and associates CBRE Research, 3Q2018 Northpoint City | Singapore 40 | Frasers Property Limited The transformation of Alexandra Technopark (ATP) into a vibrant and engaging business campus is near completion. The $45.0 million asset enhancement initiative (AEI) comes complete with a new amenity hub and new features such as futsal courts, end-of-trip facilities, exercise areas and meeting facilities amongst others. The new features received good reviews from tenants, analysts and other stakeholders, and ATP has seen improved leasing interest since its transformation. According to CBRE1, the office space market continues to improve with stronger leasing activity in 3Q2018. As the supply in Grade A office space reduces, the interest in Grade B office space is expected to increase. The Singapore office market looks largely positive, underpinned by demand from diverse trade sectors. Office rents are projected to grow, albeit at a slower pace and we expect our office portfolio to benefit from an improving market environment. 1 CBRE Research, 3Q2018 Alexandra Technopark | Singapore Annual Report 2018 | 41 Business Review Singapore Singapore – Retail & Commercial properties Properties (%) ($’m) (‘000 sq m) FY18 (%) FY17 (%) Singapore – REIT (Frasers Centrepoint Trust) Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net lettable area Occupancy Anchorpoint Bedok Point Causeway Point Northpoint City North Wing1 YewTee Point Changi City Point Singapore – Non-REIT retail asset Robertson Walk The Centrepoint Valley Point (Retail) Waterway Point Northpoint City South Wing Total Retail 41.9 41.9 41.9 41.9 41.9 41.9 100.0 100.0 100.0 33.3 100.0 110.0 94.0 1,218.0 809.0 186.0 332.0 136.0 561.0 57.0 1,220.0 1,122.0 5,845.0 Singapore – REIT (Frasers Commercial Trust) Alexandra Technopark China Square Central 25.2 25.2 558.02 582.4 Australia and the United Kingdom – REIT (Frasers Commercial Trust) Australia, Canberra - Caroline Chisholm Centre Australia, Perth - Central Park3 Australia, Melbourne - 357 Collins Street United Kingdom, Farnborough Business Park4 Singapore – Non-REIT office/business park asset Alexandra Point Valley Point Office Tower 51 Cuppage Road Frasers Tower Total Commercial 25.2 12.6 25.2 12.6 100.0 100.0 100.0 100.0 249.6 288.2 299.1 156.2 278.0 289.0 416.0 1,730.0 4,846.5 6.6 7.7 38.7 21.3 6.8 19.1 8.9 32.9 4.0 34.5 27.0 207.5 96.2 28.05 40.2 66.1 31.9 51.2 18.6 17.0 25.3 63.7 438.2 88.8 79.2 98.4 96.5 94.3 93.8 80.7 92.3 89.2 99.7 87.5 96.2 85.2 99.5 81.6 95.7 88.5 85.6 88.6 89.6 99.9 NA7 70.26 94.44,5 76.28 79.89,10 100.0 70.0 95.0 98.1 99.2 59.3 89.3 85.86 100.0 88.911 100.0 NA12 95.8 79.4 86.5 NA7 Total Retail & Commercial Properties 10,691.5 645.7 The net lettable area for all properties is based on 100% effective interest Includes Yishun 10 Retail Podium Book value as reported by FCOT. The Group adjusted the book value to reflect its freehold interest in the property FCOT has 50% effective interest in the property The book value disclosed represents FCOT’s 50% interest in the property (where its interest is accounted for as a joint venture) Excluding 18 Cross Street retail podium (NLA 5,900 sq m) which is currently closed for asset enhancement works Committed occupancy as at 30 September 2018 Notes: • 1 2 3 4 5 6 7 Under development in FY17 8 Committed occupancy after adjusting for 17.1% which was not renewed by Hewlett-Packard Enterprise Singapore Pte Ltd upon lease expiration on 30 September 2017 and 30 November 2017 (refer to the announcement dated 22 September 2017 for details). Actual occupancy as at 30 September 2017 was 90.8%. A further 3.6% was not renewed by Hewlett-Packard Singapore Pte Ltd upon lease expiration on 30 November 2017 (refer to the announcement dated 3 November 2017 for details) 9 Occupancy of retail units affected by planned vacancies arising from Hotel and Commercial projects. Refer to FCOT’s Circular to Unitholders dated 3 June 2015 for details 10 Committed occupancy as at 30 September 2017 11 Adjusted for the space committed by an entity of Rio Tinto Limited on a new 12-year lease commencing in FY18, among others. Actual occupancy as at 30 September 2017 was 69.6%. Includes 11.8% of space to be relinquished by an entity of Rio Tinto Limited in FY18 as part of its shift into new premises in Central Park under the new lease 12 New asset 42 | Frasers Property Limited REITs performance Frasers Centrepoint Trust FCT delivered another set of excellent results for FY18 with new highs attained for distribution per unit (DPU) and net asset value (NAV) per unit. This is also the twelfth consecutive year of DPU growth since FCT’s inception. DPU for FY18 was 12.02 cents, up 1.0% year-on-year and NAV was up 3.0% to $2.08 per unit. Gross revenue for FY18 grew 6.5% year-on-year to $193.3 million and net property income (NPI) for the year was up 5.9% at $137.2 million. Northpoint City North Wing1 led the growth as revenue and NPI grew 24.2% and 31.8% year-on-year, respectively, from higher average rental and improved occupancy following the completion of the AEI in FY17. The other two larger malls, Causeway Point and Changi City Point, also achieved higher revenue for the year, with 2.3% and 5.0% year-on-year growth, respectively. FCT’s property portfolio achieved positive average rental reversion of 3.2% during the year. Average portfolio occupancy improved to 94.7% as at 30 September 2018 from 92.0% a year ago. Frasers Commercial Trust FY18 was an eventful and fruitful year overall as we carried out several important initiatives to continue strengthening and reshaping the portfolio for long-term growth. Distributable income totalling $82.7 million was declared in FY18, which was 5.2% above the amount in FY17. This translated to DPU of 9.60 cents, which was marginally below the 9.82 cents per unit in FY17 due to the higher unit base in FY182. FY18 gross revenue of $133.3 million and NPI of $89.3 million was 14.8% lower and 21.6% lower than last year respectively. This was mainly due to lower occupancy rates for Alexandra Technopark and Central Park, AEI works at China Square Central, the divestment of 55 Market Street on 31 August 2018 as well as the effects of the weaker average Australian dollar compared with FY17. FCOT will continue to carry out proactive leasing and asset management measures to normalise and improve the performances of the properties. The foregoing FY18 gross revenue and NPI figures are before contributions from a 50.0% interest in Farnborough Business Park located in the United Kingdom (UK), which was acquired on 29 January 2018. The investment is held as a joint venture at FCOT level and generated attributable gross revenue and NPI of $9.8 million3 and $7.0 million3, respectively, in FY18. On 31 August 2018, FCOT completed the divestment of 55 Market Street to an unrelated third party for a consideration of $216.8 million, which implied an attractive exit yield of 1.6%4 and was almost three times the purchase price of $72.5 million in 2006. 1 2 3 4 Includes Yishun 10 retail podium Inclusive of 67,567,000 new units issued pursuant to the private placement which was completed on 1 February 2018 to part-finance the acquisition of 50.0% interest in Farnborough Business Park. Refer to FCOT’s announcement dated 1 February 2018 for details Amounts included reimbursements of lease incentives, rent guarantees for certain unlet units and other commercial arrangements performed by the vendor, in accordance with the terms of the acquisition (refer to announcement dated 14 December 2017 for details) Based on the annualised NPI of 55 Market Street for 3QFY18 Waterway Point | Singapore Business Review Singapore Digital initiatives Improving shoppers’ experience, making shopping more convenient and interesting are key to increased sales for retailers. As a retail mall operator and owner, we value the engagement between our shoppers and our tenants and the ongoing relationships we have fostered over the years. In the past year, we introduced Makan Master, an F&B concierge service within the Frasers Experience app that is exclusive to our tenants and customers. We also enhanced our customer engagement through digital gamification efforts such as Frasers Tribal Quest and the Frasers Galactic Passport. We are continuing our rollout of initiatives under our ‘Go-digital Programme’, which develops digital assets that enhance our customers’ experience and support tenants on their digital journeys. Industry recognition FPS’s commitment to quality, customer experience, and sustainability continue to be recognised by industry peers. FPS received the BCA Green Mark Champion Award for corporate social responsibility and outstanding achievement in environmental sustainability. This award is given to developers who achieve a substantial number of Green Mark buildings at Gold level or higher. Rivertrees Residences won the Residential (High Rise) award in the FIABCI Singapore Property Awards 2018. At the EdgeProp Singapore Excellence Awards 2018, we also won the Top Developer Award. Under the Residential category, Rivertrees Residences secured Top Development, Landscape and Design Excellence Awards for completed developments, while Seaside Residences received awards 44 | Frasers Property Limited Changi City Point | Singapore for Top Development, Design and Sustainability for uncompleted developments. At the Asia Pacific Best of the Breeds REITs Awards, FCT won the Platinum Award for the Best Retail REIT (Singapore) in August 2018. The award recognises companies and managers with the highest standards and performance in the Asia Pacific REITs sector, based on attributes including financial performance, market performance, corporate governance, quality of portfolio and the REIT manager, as well as risk management policies. Our gamification initiatives have also gathered affirmation from the industry. Frasers Tribal Quest won Retail Event of the Year from the Singapore Retailers Association and Frasers Galactic Passport won the Gold award for Emerging Digital Technology from the International Council of Shopping Centres. Going forward The growth forecast for Singapore’s GDP in 2018 by the Ministry of Trade & Industry is between 3.0% and 3.5%. Despite the challenges in the global economy, the stable fundamentals of Singapore, as well as Singapore’s status as a gateway city, will continue to attract foreign investment to Singapore. We will continue to strengthen our recurring income base through our retail and commercial properties. The addition of Northpoint City’s South Wing and Frasers Tower in 2018 are the results of our efforts to enhance the quality of our recurring returns. We will continue to leverage our strong presence in the resilient suburban retail malls, and our office assets are set to benefit from the stronger leasing activities seen in the second half of 2018. For our residential development, we will maintain our prudent and disciplined approach in the sourcing and evaluation of sites for land bank. a i l a r t s u A Eastern Creek Business Park, New South Wales | Australia Business Review Australia Highlights in FY18 included the successful launch of three major mixed-use projects, the ongoing good performance of our commercial and industrial business and the continued growth of our industrial REIT – Frasers Logistics & Industrial Trust (FLT). FY18 Revenue for Australia Business $1.6 billion FY18 PBIT $358.4 million 46 | Frasers Property Limited Rod Fehring, CEO, Frasers Property Australia It is my privilege to lead Frasers Property Australia (FPA), a diversified property group with a presence in all major markets in Australia, operating across the residential, industrial, commercial and retail sectors. In FY18, FPA achieved PBIT of $358.4 million on the back of $1.6 billion of revenue. This was a high point for FPA in terms of earnings, corresponding to a peak in the residential market which will continue to flow through into FY19 as secured contracts settle. Highlights in FY18 included the successful launch of three major mixed-use projects, the ongoing good performance of our commercial and industrial business and the continued growth of our industrial REIT – FLT. As at 30 September 2018, we have 15,300 residential development units in our secured pipeline, a strong commercial, industrial and retail development pipeline, and a $4.5 billion investment property portfolio. With this forward workload, we will be able to continue to invest in the enhancement of sustainable and connected communities and boost the Australian economy by improving the efficiency of supply chains servicing Australia’s major population centres. Importantly, our focus on enhancing our operating culture is also paying dividends; notably, the introduction of an ‘all roles flex’ policy, allowing flexible work arrangements for both men and women, has underpinned staff retention in a highly competitive market for talent. Our investment in customer-centred innovation has now involved over 350 staff and prompted our inclusion on the Australian Financial Review’s Most Innovative Companies List. Through these initiatives and others, we are putting our values into action. Burwood Brickworks, in Melbourne’s middle ring eastern suburbs, was launched to an appreciative market in May 2018, offering terrace housing and apartments. Burwood Brickworks is another large scale mixed-use community, with more than 700 residential units and a 12,700-sq-m super-neighbourhood retail centre also now under construction. Since May, we have secured 187 sales. In Melbourne’s west, Mambourin’s promise of a ‘five-minute community’ where residents can easily walk, cycle or bus to shops, services and train station, was well received. When the first land lots were released for sale in June 2018, subsequent releases had to be brought forward to meet demand. FPA’s ability to deliver large scale mixed-use developments is a key strategic advantage in terms of providing a more connected offering of amenities and a range of affordable housing products to our customers. This capability, which has a pedigree within Frasers Property, is enabling new opportunities to be secured on commercial terms that enable the staged development of unique places while limiting capital exposure. At Central Park in Sydney, FY18 saw the completion of 313 apartments within DUO, the leasing of 5,500 sq m of commercial space to the University of Technology, and the sale and delivery of a 297-room Four Points by Sheraton. In Victoria, residential communities Sunbury Fields and Avondale Heights achieved complete sell-out in FY18. In January 2018, we acquired 5.3 hectares (ha) in Carina, Queensland, with the capacity to deliver 185 residential units with an estimated gross development value (GDV) of $108 million. At the close of FY18, the Residential division has a secured development pipeline of 15,300 units, representing a GDV of $8.1 billion. Residential Evidence of easing demand in the residential property market has emerged, with property prices decreasing from the peak in Sydney and Melbourne. In both cities, demand has weakened, with the market prioritising well-located developments with strong amenity offerings and good transport connections. The relative affordability of property in Brisbane may increase demand in FY19 while the Perth market remains subdued and continues to be our most challenging market. Tighter bank lending policies and higher taxes on foreign purchasers will continue to constrain investor demand. The Residential division released over 1,800 units for sale in FY18 and sold 1,622 units. The division completed and settled 3,040 units and, at 30 September 2018, reported $1.5 billion in unrecognised presold revenue. Visibility of future earnings remains well above average moving into FY19, with 2,415 secured contracts underpinning FY19 earnings. During FY19, a further 2,200 units will be released for sale subject to market conditions. FY18 was notable for new project commencements, following lengthy planning and approval periods. Over 5,000 registrations of interest were received for Ed.Square, a mixed- use transit-oriented community in Sydney’s southwestern growth suburb of Edmondson Park. The project, which was launched successfully in May 2018, has already achieved 218 sales of apartments and terraced homes. DUO, Central Park Sydney, New South Wales | Australia Annual Report 2018 | 47 Business Review Australia Australia – Residential projects completed or under development Effective interest as at 30 Sep 18 (%) Est. total no. of units2 % Sold as at 30 Sep 18 Ave. selling price as at 30 Sep 18 ($’m) Est. saleable area (‘000 sq m) Total GDV ($’m) Target completion date 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 50.0 60 96 38 8 35 82 16 267 107 125 81 95.0 88.5 97.4 75.0 94.3 95.1 93.8 95.5 75.7 31.2 98.8 50.0 96 100.0 50.0 155 98.7 50.0 115 93.9 PDA 50.0 100.0 PDA 100.0 50.0 50.0 173 187 174 185 231 313 172 97.7 98.4 94.8 75.7 100.0 98.7 97.1 100.0 155 66.5 100.0 85 40.0 100.0 PDA 100.0 100.0 100.0 100.0 100.0 100.0 PDA 100.0 14 391 1 379 626 295 1 234 135 6 78.6 100.0 100.0 99.7 99.2 96.3 100.0 96.2 100.0 33.3 100.0 22 95.5 0.5 0.4 0.4 0.5 1.2 0.6 0.9 0.7 0.6 0.6 0.5 0.5 0.6 0.5 0.9 0.8 1.0 0.9 0.8 1.1 0.5 0.6 0.6 2.9 0.2 8.4 0.2 0.3 1.1 3.7 0.8 0.7 1.3 2.8 5.6 28.1 Completed 7.9 38.7 Completed 3.3 16.9 Completed 0.7 4.3 Completed 4.4 43.6 Completed 6.9 2.5 51.5 Completed 15.2 Completed 22.1 190.0 Completed 8.5 10.7 5.2 64.4 Completed 80.1 Completed 41.8 Completed 8.6 49.0 Completed 14.0 85.8 Completed 10.0 63.0 Completed 14.6 14.9 15.0 14.1 16.9 20.7 10.8 153.6 Completed 148.8 Completed 172.3 Completed 161.4 Completed 182.9 Completed 355.9 Completed 91.1 Completed 11.0 90.8 Completed 6.0 48.7 Completed 4.2 NA NA NA NA 41.1 Completed 96.9 8.4 66.9 1Q FY19 1Q FY19 1Q FY19 165.1 1Q FY19 19.6 329.8 1Q FY19 0.4 3.7 1Q FY19 18.7 192.0 1Q FY19 NA 1.7 92.4 7.7 2Q FY19 4Q FY19 15.0 60.8 4Q FY19 Site1 Cockburn Central (Cockburn Living, Kingston Stage 4) - H/MD, WA Cockburn Central (Cockburn Living, Vicinity Stage 1) - H/MD, WA Cockburn Central (Cockburn Living, Kingston Stage 3) - H/MD, WA Cockburn Central (Cockburn Living, Kingston Retail) - H/MD, WA Hamilton (Hamilton Reach, Newport) - H/MD, QLD Hamilton (Hamilton Reach, Atria North) - H/MD, QLD Wolli Creek (Discovery Point) - Retail, NSW East Perth (Queens Riverside, QIII) - HD, WA East Perth (Queens Riverside, QII) - HD, WA East Perth (Queens Riverside, Lily) - HD, WA Parkville (Parkside Parkville, Flourish) - HD, VIC Coorparoo (Coorparoo Square, Central Tower) - HD, QLD Coorparoo (Coorparoo Square, North Tower) - HD, QLD Coorparoo (Coorparoo Square, South Tower) - HD, QLD Botany (Tailor's Walk, Building D) - H/MD, NSW North Ryde (Centrale, Stage 2) - HD, NSW Ryde (Putney Hill Stage 2, Peak) - H/MD, NSW Botany (Tailor's Walk, Building B) - H/MD, NSW Wolli Creek (Discovery Point, Marq) - HD, NSW Chippendale (Central Park, Duo) - HD, NSW Parkville (Parkside Parkville, Prosper) - HD, VIC Hamilton (Hamilton Reach, Riverlight East) - H/MD, VIC Hamilton (Hamilton Reach, Riverlight North) - H/MD, VIC Kangaroo Point (Yungaba House/Other) - HD, QLD Sunbury (Sunbury Fields) - L3, VIC Warriewood - L3, NSW Park Ridge (The Rise) - L3, QLD Greenvale (Greenvale Gardens) - L3, VIC Chippendale (Central Park, Wonderland) - HD, NSW Chippendale (Central Park, Hotel) - HD, NSW Wolli Creek (Discovery Point, Icon) - HD, NSW Avondale Heights (Avondale) - H, VIC Chippendale (Central Park) - Retail, NSW Ryde (Putney Hill Stage 2, Absolute) - H/MD, NSW 48 | Frasers Property Limited Australia – Residential projects completed or under development (cont’d) Effective interest as at 30 Sep 18 (%) Est. total no. of units2 % Sold as at 30 Sep 18 Ave. selling price as at 30 Sep 18 ($’m) Est. saleable area (‘000 sq m) Site1 Carlton (Found) - H/MD, VIC Shell Cove (Aqua) - HD, NSW Westmeadows (Valley Park) - H/MD, VIC Edmondson Park (Ed.Square, Hampton Corner) - HD, NSW Hope Island (Cova) – H/MD, QLD Parkville (Parkside Parkville, Embrace) - HD, VIC Point Cook (Life, Point Cook) - L3, VIC Lidcombe (The Gallery) - H/MD, NSW Carlton (Encompass) - H/MD, VIC Burwood East (Burwood Brickworks, West Garden Apt) - HD, VIC Burwood East (Burwood Brickworks, South Garden Apt) - HD, VIC Edmondson Park (Ed.Square, Belmont Apartments) - HD, NSW Edmondson Park (Ed.Square, The Lincoln) - HD, NSW Edmondson Park (Ed.Square, The Easton Apartments) - HD, NSW Burwood East (Burwood Brickworks, East Garden Apt) - HD, VIC Burwood East (Burwood Brickworks, Plaza Garden Apt) - HD, VIC Blacktown (Fairwater) - H/MD, NSW Baldivis (Baldivis Grove) - L3, WA Bahrs Scrub (Brookhaven) - L3, QLD Clyde North (Berwick Waters) - L3, VIC Burwood East (Burwood Brickworks) - H/MD, VIC Shell Cove (The Waterfront) - L3, NSW Edmondson Park (Ed.Square) - H/MD, NSW Wyndham Vale (Mambourin) – L3, VIC Baldivis (Baldivis Parks) - L3, WA North Coogee (Port Coogee) - L3, WA Wallan (Wallara Waters) - L3, VIC Mandurah (Frasers Landing) - L3, WA 65.0 100.0 PDA 100.0 100.0 50.0 50.0 100.0 65.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 PDA 69 53 210 104 531 125 546 240 115 79 58 99 50 69 60 71 810 368 1,628 2,106 100.0 259 PDA 3,062 100.0 100.0 50.0 100.0 789 1,182 1,031 628 50.0 1,947 100.0 625 81.2 84.9 90.0 67.3 81.4 37.6 85.5 85.4 6.1 92.4 96.6 69.7 68.0 27.5 73.3 1.4 63.7 24.7 19.5 53.2 8.1 72.2 1.8 15.3 25.1 9.4 31.1 28.0 0.6 1.0 0.5 0.7 0.4 0.6 0.4 0.7 0.6 0.5 0.5 0.6 0.6 0.6 0.5 0.6 0.8 0.2 0.2 0.4 1.1 0.4 0.8 0.3 0.2 0.8 0.2 0.2 Total GDV ($’m) Target completion date 42.0 50.9 95.5 4Q FY19 1Q FY20 2Q FY20 4.7 5.1 NA 15.4 69.6 1Q FY20 NA 215.2 2Q FY20 8.7 NA NA 7.5 72.5 2Q FY20 209.0 165.4 4Q FY20 4Q FY20 68.9 4Q FY20 4.6 40.0 4Q FY20 3.2 28.1 4Q FY20 8.8 55.2 4Q FY20 4.6 28.8 4Q FY20 6.0 39.3 4Q FY20 3.8 31.3 4Q FY21 40.8 3Q FY22 612.1 3Q FY22 70.1 4Q FY23 4.7 NA NA NA NA 349.6 740.6 NA 295.5 NA 1,238.3 NA NA NA NA NA NA 602.3 363.0 185.7 513.8 416.6 102.8 2024 2024 2025 2025 2026 2026 2027 2028 2030 2037 Notes: • Profit is recognised on completion basis except for Land which is on unconditional exchange. All references to units include apartments, houses and land lots L – Land, H/MD – Housing / medium density, HD – High density Includes 100% of joint arrangements (Joint operation – JO and Joint venture – JV) and project development agreements (PDAs) There are a number of land lots; profit is recognised when land lots are sold. Target completion date is the target date for the sale of the last land lot 1 2 3 Annual Report 2018 | 49 Business Review Australia Newport, Hamilton Reach, Queensland | Australia Artist’s impression of Ed.Square, New South Wales | Australia 50 | Frasers Property Limited Australia – Residential land bank Site1 Macquarie Park - HD, NSW Deebing Heights - L, QLD Edmondson Park (Ed.Square) - HD, NSW Cockburn Central (Cockburn Living) - H/MD, WA Parkville (Parkside Parkville) - H/MD, VIC Hamilton (Hamilton Reach) - H/MD, QLD Carina - H/MD, QLD Burwood East (Burwood Brickworks) - HD, VIC Greenwood - H/MD, WA Ryde (Putney Hill Stage 2) - H/MD, NSW Wolli Creek (Discovery Point) - HD, NSW PEAK, Putney Hill, New South Wales | Australia Effective interest as at 30 Sep 18 (%) PDA 100.0 100.0 100.0 50.0 100.0 100.0 100.0 PDA 100.0 100.0 Est. total no. of units2 2,371 Est. total saleable area (‘000 sq m) Total GDV ($’m) 169.7 2,096.2 927 699 346 292 283 185 174 108 1 1 NA 62.9 34.4 20.6 27.3 NA 11.4 NA NA 4.3 182.0 465.4 152.3 143.1 278.2 108.1 86.0 46.6 2.7 28.0 All references to units include apartments, houses and land lots Note: • • NA relates to land projects 1 2 L – Land, H/MD – Housing / medium density, HD – High density Includes 100% of joint arrangements (Joint operation – JO and Joint venture – JV) and PDAs Annual Report 2018 | 51 Business Review Australia Investment property FPA owns a property portfolio comprising two retail properties, and 25 properties – largely commercial and industrial properties on Australia’s eastern seaboard – valued at approximately $1.6 billion1. In addition, our Investment Property division provides property management services to assets owned by FLT and FCOT. Collectively, our portfolio of 91 properties under management is valued at $4.8 billion. This portfolio is performing exceptionally well in supportive market conditions. At 30 September 2018, the portfolio enjoyed a 98.5% occupancy rate with a strong tenant profile and a weighted average lease expiry (WALE) of 5.8 years. Performance on all metrics has improved on FY17 results, for which the team is to be congratulated. In FY18, 39,800 sq m of new leases and lease renewals were executed. AEI works to maximise value and occupancy levels remain a focus for the Investment Property team. An A$30 million ($29.6 million) investment at 2 Southbank Boulevard in Melbourne – repositioning the asset and enhancing the ground floor plane, end-of-trip amenity and several office floors – came to fruition in July 2018, with Microsoft subsequently secured as a tenant across three levels for a further five years. Almost all of the floor space vacated by PwC has now been fully leased to a mix of new and incumbent tenants with a corresponding uplift in the asset valuation reflecting its premium standing in the Melbourne office market. Our 2018 Global Real Estate Sustainability Benchmark (GRESB) results were again exceptional, marking six years of year-on- year improvement. Our non-REIT Investment Property portfolio was ranked third in the Global Diversified Office Industrial category for non- listed funds. Our consolidated portfolio of properties under management ranked second in the Asia Pacific Diversified Office Industrial category and fourth in Diversified Office Industrial, globally. 3 Burilda Close, Wetherill Park, Sydney | Australia 1 Includes $0.1 billion retail investment properties 52 | Frasers Property Limited Australia – Commercial & Industrial completed properties Property Address Industrial 10 Butu Wargun Drive, Greystanes 2 Wonderland Drive, Eastern Creek 227 Walters Road, Arndell Park 18 Muir Street, Chullora 4 Burilda Close, Wetherill Park4 3 Burilda Close, Wetherill Park Lot 3, Burilda Close, Wetherill Park4 22 Hanson Place, Eastern Creek4 15 Muir Road, Chullora4 44 Cambridge Street, Rocklea Lot 101 Wayne Goss Drive, Berrinba Lot 102 Wayne Goss Drive, Berrinba 64 West Park Drive, Derrimut 57 Efficient Drive, Truganina 8 Hudson Court, Keysborough 24 Archer Road, Truganina4 33 & 15 Archer Road, Truganina4 58-76 Naxos Way & 68 Atlantic Drive, Keysborough4 VIC 11-27 Doriemus Drive, Truganina4 VIC Office 20 Lee Street, Henry Deane Building, Sydney 26-30 Lee Street, Gateway Building, Sydney 1B Homebush Bay Drive, Rhodes 1F Homebush Bay Drive, Rhodes 1D Homebush Bay Drive, Rhodes 1E Homebush Bay Drive, Rhodes 2 Southbank Boulevard, Southbank Freshwater Place, Public Car Park, Southbank NSW NSW NSW NSW NSW NSW VIC VIC Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net Lettable area Occupancy State (%) ($’m) (‘000 sq m) FY18 (%) FY173 (%) NSW NSW NSW NSW NSW NSW NSW NSW NSW QLD QLD QLD VIC VIC VIC VIC VIC 100.0 100.0 100.0 100.0 100.0 46.8 44.7 31.1 50.4 24.0 25.7 29.0 17.7 91.7 18.8 NA1 NA1 NA1 100.0 100.0 100.0 100.0 100.0 30.8 43.3 74.6 15.2 22.5 26.1 26.6 22.1 10.9 15.4 NA1 NA1 NA1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 50.0 100.0 21.7 22.2 34.3 33.1 26.5 36.0 34.9 103.7 149.7 69.1 115.6 130.4 13.2 287.2 15.3 20.3 22.8 25.8 31.1 14.9 28.8 36.7 9.1 12.6 12.8 17.6 17.2 1.3 54.9 11.8 100.0 100.0 100.0 100.0 100.0 NA1 100.0 100.0 100.0 100.0 32.3 NA1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 72.5 94.5 100.0 100.0 94.7 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA2 NA2 NA2 100.0 32.5 100.0 100.0 100.0 100.0 NA2 NA2 NA2 NA2 100.0 100.0 100.0 97.2 100.0 100.0 58.3 100.0 Total Commercial & Industrial completed properties 1,476.3 601.7 Asset was sold to FLT 1 2 New asset 3 Occupancy based on gross rent 4 Held for sale Annual Report 2018 | 53 Business Review Australia Commercial & Industrial Our Commercial & Industrial (C&I) division enjoyed another year of high achievement, receiving considerable acclaim for the division’s commitment to sustainability in its development practices and products. The C&I division completed Australia’s first 6 Star Green Star industrial park – the Horsley Drive Business Park in western Sydney – and achieved 6 Star Green Star certifications for the CEVA supersite and Astra Pools facilities in Melbourne and the O-I Glass facility in Brisbane, and 5 Star Green Star certification for the Mazda facility in Melbourne. The division delivered 12 facilities in FY18, comprising two facilities sold externally to third parties with a GDV of $56 million, and seven facilities retained on balance sheet with an investment value of $359 million. In addition, three facilities with a GDV of $97 million were sold to FLT. These transactions continue to add scale to FLT on accretive terms. Notable deals for the division included paper giant Visy Australia signing a 20-year lease for a new A$49 million ($48.4 million) 43,720-sq-m purpose-built cardboard manufacturing and distribution centre, within our West Park Industrial Estate in Melbourne’s west. Our in-house construction division is delivering the facility in two stages, completing in December 2018. In June 2018, CEVA Logistics leased their fifth facility within our West Park Industrial Estate in Melbourne’s west, taking their total occupancy in the estate to 181,026 sq m (330,000 sq m of land). This is the latest transaction in our decade-long relationship with CEVA, for whom we are a valued business partner. Acquisitions remain a focus of attention as we actively seek to replenish our land bank in a highly competitive market. In FY18 we secured approximately 68 ha across five industrial sites in NSW, Victoria and Queensland, including 50,000 sq m at Truganina in Melbourne, over 10 ha at Horsley Park in Sydney and 3.5 ha at Eastern Creek in Sydney adjoining our existing Eastern Creek Industrial Park. The acquisition of 23 ha in Melbourne’s Braeside was converted rapidly into earnings, with an initial tranche of 17 industrial lots subdivided and sold by October 2018. In total, 30 ha of land was traded through FY18 and the C&I division’s national land bank now totals 68 ha, excluding sites subject to conditional acquisition. The committed forward workload for the C&I division as at September 2018 is 138,500 sq m. 12 facilities are scheduled for delivery in the 15 months from October 2018. Four projects (two C&I and two retail) with a GDV of approximately $171 million are to be sold externally to third parties. Eight facilities with an investment value on delivery of approximately $193 million are to be retained on balance sheet. Overall the C&I division continues to develop and lease new floorspace at a rate approximately 20% above its 10-year average, reflecting supportive market conditions and underlying leasing demand largely driven by population growth in Australia’s major population centres. We note that in the Australian commercial office market, vacancy rates remain below long-term averages – at 3.6% in both Sydney CBD and Melbourne CBD, as at August 2018. In the industrial market, vacancy rates remain low – at 1.2% in Sydney and 3.4% in Melbourne as at June 2018. Major infrastructure works have supported both tenant and investor demand for prime assets across Sydney, Melbourne and Brisbane, making this an attractive asset class and a natural focus for our operations. Yatala Central, Queensland | Australia 54 | Frasers Property Limited Australia – Commercial & Industrial development projects Site Development for internal pipeline Braeside (Lot Q), VIC Truganina (Visy Expansion), VIC Eastern Creek (FDM), NSW Keysborough (Spec 7), VIC Yatala (Rewards Distribution), QLD Eastern Creek (Lot 61 Spec), NSW Truganina (Maker Place), VIC Berrinba (Pinnacle), QLD Yatala (Schutz Australia)1, QLD Gillman (Tyremax & Spec)1, SA Australia – Land bank Site Industrial Braeside, VIC Truganina, VIC Yatala, QLD Berrinba, QLD Eastern Creek, NSW Richlands, QLD Eastern Creek, NSW Keysborough, VIC Office Mulgrave, VIC Macquarie Park, NSW Effective interest as at 30 Sep 18 (%) 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 50.0 Est. total saleable area (‘000 sq m) Revenue to go (%) Total GDV ($’m) Target completion date 14.2 4.8 16.7 20.7 13.5 16.0 30.9 16.3 7.1 8.7 60 100 50 100 60 100 100 100 13 32 19.3 5.4 31.5 28.6 21.9 30.2 36.6 19.6 12.1 13.6 1Q FY19 1Q FY19 2Q FY19 2Q FY19 2Q FY19 3Q FY19 3Q FY19 4Q FY19 1Q FY19 1Q FY19 Effective interest as at 30 Sep 18 (%) Est. total saleable area (‘000 sq m) 100.0 100.0 100.0 100.0 100.0 100.0 50.0 100.0 50.0 50.0 180.8 118.3 117.1 112.8 43.7 22.2 15.1 10.9 45.3 15.6 Total GDV ($’m) 95.2 69.1 83.5 82.5 39.2 19.9 10.3 3.7 235.9 435.8 Note • 1 Profit on sold sites is recognised on percentage of completion basis Sold site Annual Report 2018 | 55 Business Review Australia Frasers Logistics & Industrial Trust (FLT) FLT, our specialised logistics and industrial REIT listed on the SGX-ST, delivered A$118.3 million ($120.5 million) of distributable income for FY18, representing an increase of 16.6% from the preceding 12-month period. This translated into a DPU of 7.19 cents for its unitholders, up 2.6% from the comparative period a year ago. The year in review saw FLT’s portfolio value growing to approximately A$3.0 billion (approximately $2.9 billion), from A$1.9 billion ($2.0 billion) as at the end of FY17, underpinned by its transformational expansion into the attractive German and Dutch logistics and industrial markets through the acquisition of 21 properties in May 2018. During the year, the REIT also rejuvenated its portfolio by divesting two non-core properties in Australia, with capital redeployed towards the acquisition of two high-quality, modern industrial facilities that are strategically located within key industrial estates in Sydney and Brisbane Operationally, the REIT’s management team completed 296,953 sq m of leasing, representing 15.3% of total portfolio gross lettable area (GLA) during the year, reducing near-term lease expiries for the FY19 to just 2.5% (by gross rental income). As at 30 September 2018, the FLT portfolio’s defensive attributes include a long WALE of 6.9 years, a near- full occupancy rate (by gross rental income) of 99.6% as well as average annual rental increments of 3.1% for its Australian portfolio and CPI-linked/ fixed increments for approximately 89% of the leases for its properties in Germany and the Netherlands. From a sustainability viewpoint, FLT was awarded First Place (Industrial) in the GRESB 2018 Assessment. The prestigious accolade recognises real estate and infrastructure companies, funds and assets that have demonstrated outstanding leadership in sustainability. FLT achieved an overall score of 91%, ranking it first among global participants in the industrial sector, and the REIT was also recognised as the leader among global industrial participants under the ‘Health & Wellbeing’ category, with a score of 98%. 111 Indian Drive, Keysborough, Melbourne | Australia 56 | Frasers Property Limited 29 Indian Drive, Keysborough, Melbourne | Australia Annual Report 2018 | 57 Business Review Australia Australia – FLT Industrial portfolio Property 8 Stanton Road Lot 1, 2 Burilda Close 4-8 Kangaroo Avenue 17 Kangaroo Avenue 21 Kangaroo Avenue 7 Eucalyptus Place 6 Reconciliation Rise 8-8A Reconciliation Rise 3 Burilda Close Lot 104 & 105 Springhill Road 8 Distribution Place 10 Stanton Road 99 Station Road 1 Burilda Close 11 Gibbon Road 55-59 Boundary Road 57-71 Platinum Street 166 Pearson Road 51 Stradbroke Street 30 Flint Street 143 Pearson Road 286 Queensport Road 350 Earnshaw Road 99 Sandstone Place 103-131 Wayne Goss Drive 99 Shettleston Street 10 Siltstone Place 5 Butler Boulevard 20-22 Butler Boulevard 18-20 Butler Boulevard 18-34 Aylesbury Drive 610-638 Heatherton Road 21-33 South Park Drive 29 Indian Drive 17 Hudson Court 89-103 South Park Drive 43 Efficient Drive 16-32 South Park Drive 22-26 Bam Wine Court 63-79 South Park Drive 98-126 South Park Drive 1-13 and 15-27 Sunline Drive 58 | Frasers Property Limited Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net Lettable area Occupancy (%) 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 (A$’m) (‘000 sq m) FY182 (%) FY171 (%) 18.9 25.1 80.8 44.8 72.5 30.8 38.5 43.0 32.3 26.3 26.4 13.5 20.5 66.0 44.0 16.6 38.0 35.9 24.4 25.5 39.5 38.3 55.5 245.0 31.5 22.8 13.5 8.9 11.0 7.4 26.8 18.0 25.5 32.4 32.3 13.9 25.7 13.5 23.5 15.3 36.0 30.0 10.7 14.3 40.5 23.1 41.4 16.1 19.2 22.5 20.1 90.7 12.3 7.1 10.8 18.9 16.6 13.2 20.5 23.2 14.9 15.1 30.6 21.5 30.8 54.2 19.5 15.2 9.8 8.2 11.2 7.0 21.5 8.4 22.1 21.9 21.3 10.4 23.1 12.7 17.6 14.0 28.1 26.2 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA3 100.0 100.0 100.0 100.0 100.0 62.6 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA3 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA4 NA5 100.0 100.0 100.0 100.0 100.0 100.0 100.0 State NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW NSW QLD QLD QLD QLD QLD QLD QLD QLD QLD QLD QLD QLD SA SA SA VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC Australia – FLT Industrial portfolio (cont’d) Property 468 Boundary Road 2-22 Efficient Drive 49-75 Pacific Drive 17 Pacific Drive & 170-172 Atlantic Drive 78 & 88 Atlantic Drive 150-168 Atlantic Drive 77 Atlantic Drive 111 Indian Drive 1 Doriemus Drive 211A Wellington Road 2-46 Douglas Street 25-29 Jets Court 17-23 Jets Court 28-32 Sky Road East 38-52 Sky Road East 96-106 Link Road 115-121 South Centre Road 42 Sunline Drive 60 Paltridge Road Total Australia portfolio Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net Lettable area Occupancy (%) 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 20.7 (A$’m) (‘000 sq m) FY182 (%) FY171 (%) 25.0 46.3 31.0 36.3 17.1 36.5 20.0 35.3 88.5 40.2 22.6 11.0 7.7 9.5 27.8 26.3 5.1 17.3 15.6 24.7 38.3 25.1 30.0 13.5 27.3 15.1 21.7 74.5 7.2 21.8 15.5 9.9 12.1 46.2 18.6 3.1 14.6 20.1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 64.5 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 64.5 2,009.2 1,325.8 State VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC VIC WA 1 2 3 4 5 As at 30 September 2017 As at 30 September 2018 Acquired by FLT on 5 September 2018 Achieved practical completion on 17 November 2017 Achieved practical completion on 4 May 2018 SW1 Berrinba, Queensland | Australia Annual Report 2018 | 59 Business Review Australia Europe – FLT Industrial portfolio Property Elbestraße 1-3 State Dusseldorf-Cologne Saalhoffer Straße 211 Dusseldorf-Cologne Gustav-Stresemann-Weg 1 Dusseldorf-Cologne Keffelker Straße 66 Dusseldorf-Cologne Am Krainhop 10 Hamburg-Bremen Am Autobahnkreuz 14 Hamburg-Bremen Am Exer 9 Leipzig-Chemnitz Johann-Esche-Straße 2 Leipzig-Chemnitz Industriepark 1 Jubatus-Allee 3 Koperstraße 10 Oberes Feld 2 Munich-Nuremberg Munich-Nuremberg Munich-Nuremberg Munich-Nuremberg Otto-Hahn Straße Stuttgart-Mannheim Eiselauer Weg 2 Industriepark 309 Stuttgart-Mannheim Stuttgart-Mannheim Ambros-Nehren-Strasse 1 Stuttgart-Mannheim Murrer Strasse 1 Stuttgart-Mannheim Belle van Zuylenstraat 5 Tilburg-Venlo Heierhoevenweg 17 Tilburg-Venlo Brede Steeg 1 Handelsweg 26 Utrecht-Zeewolde Utrecht-Zeewolde Total Europe portfolio (€ ’m) Total Australia & Europe portfolio (A$ ‘m) Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net Lettable area Occupancy (%) 19.6 19.6 19.6 19.6 19.6 19.6 19.6 19.6 19.6 19.6 19.5 19.6 19.5 19.6 19.6 19.5 19.6 20.7 20.7 20.7 20.7 (€ ’m) (‘000 sq m) FY182 (%) FY171 (%) 14.4 28.5 14.7 10.2 17.3 18.9 13.4 16.8 15.8 7.7 43.5 68.8 50.0 42.0 47.7 13.6 33.6 14.9 26.2 66.1 39.8 16.8 32.0 13.0 13.4 20.7 11.5 11.5 18.1 14.2 9.4 43.9 72.6 43.8 24.5 55.0 12.3 21.1 18.1 32.6 84.8 51.7 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 NA3 603.7 2,979.14 621.0 Elbestraße 1, Marl | Germany 1 2 3 4 As at 30 September 2017 As at 30 September 2018 The properties were acquired by FLT on 25 May 2018 Based on an exchange rate of €1.00:A$1.60599 60 | Frasers Property Limited Retail FPA’s Retail division focuses on non- discretionary retail incorporating food and entertainment uses, to create bespoke ‘super-neighbourhood’ shopping centres tailored to the local catchment in undersupplied markets. This model is most effective in a mixed-use development context, in which we can craft the residential and retail components of the precinct holistically for the greatest community and commercial benefit. Other uses can also be incorporated to further enhance amenity and diversify services on offer. At Burwood Brickworks, a mixed- use community in Melbourne’s eastern suburbs, our Retail division is aiming to create the world’s most sustainable retail centre, becoming the first shopping centre in the world to achieve Living Building Challenge certification. Leasing for the centre began in FY18 and included an Expression of Interest campaign for operators of the centre’s visionary rooftop urban farm. After a protracted planning and approval process – not unexpected given the scale of our ambition for this site – construction commenced in June 2018, with completion scheduled for late 2019. In another mixed-use collaboration with FPA’s Residential division, the Australia – Retail completed properties Site Central Park JV1 (Retail), 28 Broadway, Chippendale, NSW2 Central Park JV2 (Retail), 38 Broadway, Chippendale, NSW2 Coorparoo Square (Retail), 296 Old Cleveland Rd, Coorparoo, QLD Total Retail completed properties 1 New asset 2 Held for sale Artist’s impression of Ed.Square, New South Wales | Australia Ed.Square town centre in western Sydney is a super-neighbourhood centre incorporating an ‘Eat Street’, fresh food marketplace, cinema, childcare centre, waterplay area, 24-hour gym, tavern and healthcare facilities. Retail leasing has commenced, with anchor tenant Coles secured, and the town centre is due to open in mid to late 2020. Construction is now well underway. In Melbourne, design development is underway for another town centre-style retail precinct at Mambourin. Pending approval, the town centre will include 25,000 sq m in retail floorspace with a full-line supermarket, 30-40 specialty stores and an entertainment precinct with cinema. In August 2018 we broke ground on Eastern Creek Quarter in western Sydney, a 50,000-sq-m retail precinct comprising neighbourhood retail and bulky goods, for which we secured development rights in FY17. As we reached the end of FY18, the Retail development pipeline has a GDV of $0.7 billion. The retail portfolio now totals 137,256 sq m of GFA. The Coorparoo Square (Brisbane) and Central Park (Sydney) centres are fully operational. A further three centres are under construction with two further stages at Eastern Creek currently in the leasing market. Visibility of the portfolio is well established with excellent positioning in the market based on the super-neighbourhood retail concept. Effective interest as at 30 Sep 18 (%) 50.0 50.0 100.0 Book value as at 30 Sep 18 ($’m) Net lettable area (‘000 sq m) 127.1 9.4 45.8 182.3 13.8 1.1 6.8 21.7 Occupancy FY18 (%) Occupancy FY17 (%) 96.8 75.7 91.2 96.0 NA1 NA1 Annual Report 2018 | 61 Business Review Australia Artist’s impression of Burwood Brickworks, Victoria | Australia Australia – Retail development projects Site Development for third-party sale Shell Cove (SCA), NSW Burwood East (Burwood Brickworks), VIC Australia – Retail land bank Site Horsley Park (WSPT), NSW Wyndham Vale, VIC Edmondson Park, NSW 1 PDA: Project development agreement 62 | Frasers Property Limited Effective interest as at 30 Sep 18 (%) 100.0 100.0 Est. total saleable area (‘000 sq m) Revenue to go (%) 4.6 13.0 13 100 Total GDV ($’m) 28.8 116.2 Target completion date 1Q FY19 1Q FY20 Effective Interest as at 30 Sep 18 (%) PDA1 100.0 100.0 Est. total saleable area ('000 sq m) 151.4 41.5 25.4 Total GDV ($’m) 163.0 115.1 211.2 y t i l a t i p s o H Capri by Fraser Brisbane, Queensland | Australia Business Review Hospitality We launched our Innovation unit, which is a test-bed for our teams, our vendors and suppliers, to harness the possibilities offered by technology to meet our customers’ evolving needs and enhance our staff’s productivity. FY18 Revenue for Hospitality Business $802.2 million FY18 PBIT $130.8 million 64 | Frasers Property Limited Choe Peng Sum, CEO, Frasers Hospitality Frasers Hospitality (FH) is an integrated serviced residence and hotel-owner operator with presence in Europe, the Middle East, Asia, Australia and Africa. Our business portfolio comprises serviced residences, hotel residences and third party-managed hotels held by Frasers Hospitality Trust (FHT) as well as non-REIT hospitality assets. The brands were conceived with the lifestyle needs of the business and leisure traveller in mind, catering to business travellers both on extended and shorter stays. In the year under review, FH’s total revenue and PBIT were $802.2 million and $130.8 million respectively, down 0.6% and 15.2% year-on-year. The steeper decline in PBIT was largely attributable to the absence of $13.5 million cross-currency swap gains recorded in FY17, and continued challenges in the F&B division of the Malmaison Hotel du Vin (MHDV) portfolio, as consumers’ spending on F&B remain weak in the UK even as MHDV delivered a steady performance in the rooms division. Europe, the Middle East and Africa (EMEA) MHDV, our acquisition in 2015 – a collection of 34 properties located in secondary cities and university towns across the UK, continued to see a decline in the F&B division. The decline was primarily due to intense ‘high street’ F&B competition over the years, which has witnessed the cessation or downsizing of a number of competitors in the casual dining sector, coupled with the continuing uncertainty around the macroeconomic environment that has affected consumer sentiments and spending patterns. In view of the ongoing challenges in the F&B sector, which have a more pronounced impact on Hotel du Vin (HdV), we made an impairment amounting to S$156.3 million relating to goodwill and brand valuation recognised on the acquisition of MHDV in FY18. While MHDV’s operating performance has been impacted by the F&B division, the rooms division has been resilient, partially mitigating the decline in profitability in the F&B division. In fact, our serviced residences and hotels in the UK, notably in London, have been enjoying high occupancies and average daily rate (ADR), buoyed by an increased uptake by corporate travellers. To foster greater synergy between the teams as we implement strategies to reinvigorate MHDV and further strengthen our brands in the UK, we recently consolidated and streamlined the management teams in FHUK and MHDV. The team is now better able to tap into and share resources and knowledge and offer seamless service for all our brands in the region. In Continental Europe, we are pleased that our properties in Germany - Capri by Fraser, Berlin and Capri by Fraser, Frankfurt, have been experiencing growth in revenue per available room (RevPAR), driven by an increase in both corporate travellers and tourist arrivals, attracted by the prime locations and the brand’s vivacity. We are optimistic about Germany as both the leisure and the business travel sectors continue to do well in key cities, and this bodes well for the upcoming opening of Fraser Suites Hamburg in February 2019. We are ever mindful of the potential implications of ongoing Brexit negotiations and the surrounding economic uncertainty on our operations in the UK and Continental Europe. Hence, we are focused on delivering operating efficiencies and maintaining discipline over controllable costs to ensure that our business in Europe remains healthy. Meanwhile, in the Middle East, where we now have seven properties, we opened Fraser Suites Muscat and our first property in the Kingdom of Saudi Arabia, Fraser Suites Riyadh, a luxurious development with an extensive range of facilities. Fraser Suites Hamburg | Germany Capri by Fraser, Berlin | Germany Annual Report 2018 | 65 Business Review Hospitality North Asia Launching a property in Tokyo was always part of our growth plan in key gateway cities. Thus, when the opportunity came up to acquire a site in the prime Ginza district of Tokyo, we worked tirelessly to ensure the efficacy of the project, and we succeeded in our bid for the plot of land on which we would build our first Capri by Fraser in Japan. To top it off, world-renowned Japanese architect, Mr Kengo Kuma, was appointed as architect for the 199- unit hotel residence. Capri by Fraser, Ginza is scheduled to open in 2021. This marks FH’s second property in Tokyo, with Fraser Suites Akasaka slated to open in the first quarter of 2020, ahead of the Tokyo Olympics. In China, we opened our third property in Shenzhen. The 211- unit Fraser Suites Shenzhen is strategically located in downtown Shenzhen. Designed for the discerning business traveller, Fraser Suites Shenzhen offers luxury one, two and three-bedroom apartments, topped by a roof-top bar and infinity pool overlooking the city of Shenzhen. Sophisticated and timeless in its design, Fraser Suites Dalian is situated across from the Davos Centre. It was opened officially in May by the Ambassador of Singapore to China, His Excellency Mr Stanley Loh, and is adjoined to the largest shopping complex in Dalian. Asia Pacific excluding North Asia In Singapore, the hospitality sector has benefitted from a reprieve in new inventory coming on board. With supply pressure tapering off, we expect operating performance to improve on the back of demand fuelled by a consistent growth in tourist arrivals. Continued focus will now be placed on securing long-stay business. In May 2019, we will open our second Capri by Fraser in Singapore, the 304-unit Capri by Fraser, China Square. Part of the Group’s redevelopment of the China Square precinct in prime CBD, the opening of Capri by Fraser, China Square will also mark the launch of our new social living concept. In response to the way millennials interact, our new social living concept will be epitomised by convivial communal spaces with more focus on experiences and local integration. We are also excited that the 115-unit Fraser Residence Orchard, our second Fraser Residence along Singapore’s most prestigious shopping belt, Orchard Road, will open in February 2019. Over in Australia, overall occupancy picked up at Capri by Fraser Brisbane, on the back of a significant increase in corporate travel. Meanwhile, Fraser Suites Sydney, with its refurbished meeting rooms, continued to maintain its overall ADR. Even though corporate travel also picked up substantially at Fraser Place Melbourne and Fraser Suites Perth, the increase did not mitigate the prevalent over- supply of rooms in these cities. We remain cautiously optimistic about the market in Brisbane, which is underpinned by improved business sentiments. However, we expect performance in Perth and Melbourne to remain soft as new supply of hotel rooms enter the markets. Fraser Suites Dalian | China 66 | Frasers Property Limited Fraser Suites Muscat | Oman Fraser Suites Riyadh | Saudi Arabia Annual Report 2018 | 67 Business Review Hospitality New management contracts Our business development teams across EMEA and the Asia Pacific signed another 10 properties over the course of FY18 through new management contracts and master leases. Six of the new properties are located in cities where FH already has a presence - namely Istanbul in Turkey, Dubai in the United Arab Emirates, Jakarta in Indonesia, Edinburgh in the UK, Hanoi in Vietnam and Chengdu in China. Adding to these are two management contracts that were concluded in the new cities of Taghazout Bay, Morocco, and Buriram, Thailand. While our clusters continue to deliver on operational efficiency, our business development teams will take a more focused approach to geographical expansion to build relevant scale, much like the clusters formed in the UK and Singapore. Awards and accolades In total, over the period under review, we received more than 50 awards, ranging from peer and industry recognition, to consumer awards. I am grateful to our teams who go beyond what is expected to provide memorable experiences to our guests. The awards are testament to the consistent focus they have on anticipating and meeting our guests’ evolving needs. Some of the key awards won were Travel Trade Gazette’s Best Service Operator - Asia Pacific for the sixth consecutive year, and for the fourth consecutive year, the World Travel Awards Best Serviced Apartment Brand. In addition, we clinched the Best Serviced Apartment for Fraser Suites Le Claridge for the third time. 68 | Frasers Property Limited Fraser Suites Sydney | Australia Going forward To meet evolving customers’ needs, FH is working towards revamping the serviced residence offerings in cities where there will be more demand for long stay. Modena by Fraser, which will be reinforced as our mid-scale long-stay brand, will be deployed alongside other serviced residences brands within FH’s portfolio. In addition, we will be implementing strategies to keep us relevant across all our properties. To mitigate the dominance of online travel agencies, we will focus on marketing our loyalty programme, Fraser World. We will also be developing a new website to provide our guests with a more seamless interface across the entire customer journey. In June this year, we launched our Innovation unit, which is a test- bed for our teams, our vendors and suppliers, to harness the possibilities offered by technology to meet our customers’ evolving needs and enhance our staff’s productivity so that they can deliver an even- better hospitality experience to our customers. As a result of our Innovation Unit’s efforts, we launched paperless check-in at Fraser Suites Sydney in September 2018. Other initiatives we are still testing range from sustainable products to the use of robots, as well as the introduction of back-of-the-house technology to support and streamline work flows. We look forward to rolling out more initiatives across our properties in time to come. Serviced residences: properties in operation Owned properties Effective interest as at 30 Sep 18 (%) Book value as at 30 Sep 18 (‘m) 100.0 100.0 100.0 A$111.0 A$31.0 A$87.0 100.0 RMB1,230.0 100.0 RMB533.0 No. of rooms 236 112 239 357 259 Occupancy Average daily rate FY18 (%) FY17 (%) FY18 FY17 89.1 90.6 82.7 92.4 53.4 88.4 87.5 82.6 A$252.9 A$145.3 A$182.6 A$266.9 A$153.9 A$199.3 85.7 NA1 RM849.3 RM556.4 RM818.1 NA1 Property Australia Fraser Suites Perth Fraser Place Melbourne Capri by Fraser, Brisbane China Fraser Suites CBD, Beijing Fraser Suites Dalian Indonesia Fraser Residence Sudirman, Jakarta 100.0 US$32.8 108 87.8 85.9 US$111.3 US$121.9 UK Fraser Suites Kensington, London 100.0 £111.0 70 84.3 81.6 £252.9 £257.5 The Philippines Fraser Place Manila Spain 100.0 PHP1,694.4 89 70.6 68.2 PHP6,096.4 PHP6,349.3 Capri by Fraser, Barcelona 100.0 € 20.8 97 85.6 87.9 €129.8 €138.1 Singapore Capri by Fraser, Changi City 100.0 $209.0 313 86.4 85.4 $242.1 $241.3 Fraser Place Robertson Walk, Singapore Germany Capri by Fraser, Frankfurt Capri by Fraser, Berlin Total no. of rooms owned 1 Under development in FY17 100.0 $218.0 164 86.2 83.9 $298.2 $331.7 100.0 100.0 € 36.6 € 35.1 153 143 2,340 78.5 82.2 73.0 83.9 €144.4 €105.1 €143.6 €92.4 Fraser Suites Singapore | Singapore Fraser Place Robertson Walk | Singapore Business Review Hospitality Managed properties Country Bahrain Property Fraser Suites Bahrain China Fraser Place Shekou Fraser Suites Diplomatic Area Bahrain Fraser Residence, Shanghai Fraser Suites, Shanghai Fraser Suites, Nanjing Modena by Fraser Shanghai Putuo Fraser Suites Chengdu Fraser Suites Guangzhou Modena by Fraser Wuxi New District Modena by Fraser Wuhan Fraser Place Tianjin Fraser Place Binhai Tianjin Modena by Fraser Changsha Capri by Fraser Shenzhen Fraser Suites Shenzhen France Fraser Suites Harmonie, Paris Hungary Indonesia India Japan UK Fraser Suites Le Claridge, Paris Fraser Residence Budapest Fraser Residence Menteng Jakarta Fraser Place Setiabudi Fraser Suites New Delhi Fraser Residence Nankai Osaka Fraser Residence Prince of Wales Terrace Fraser Residence Bishopgate Fraser Residence Blackfriars Fraser Residence Monument Fraser Residence City Malaysia Fraser Place Kuala Lumpur Nigeria Oman Qatar Saudi Arabia Singapore South Korea Capri by Fraser, Kuala Lumpur Fraser Residence Kuala Lumpur Fraser Suites Abuja Fraser Suites Muscat Fraser Suites Doha Fraser Suites West Bay Doha Fraser Suites Riyadh Fraser Residence Singapore Fraser Place Central, Seoul Fraser Place Nandaemum Switzerland Fraser Suites Geneva Thailand Fraser Suites, Sukhumvit, Bangkok Modena by Fraser, Bangkok North Park Place Turkey Fraser Place Anthill Istanbul Fraser Place Antasya Istanbul The UAE Vietnam Fraser Suites Dubai Fraser Suites, Hanoi Capri by Fraser, Ho Chi Minh City No. of rooms Occupancy FY18 (%) FY17 (%) 90 114 232 324 187 210 348 360 332 120 172 192 224 353 184 211 134 114 51 128 151 92 114 18 26 12 14 22 289 240 337 126 119 138 396 95 72 271 252 67 163 239 105 116 80 268 185 175 71.6 66.1 91.2 87.7 86.4 87.6 80.1 76.9 77.3 86.3 83.2 91.8 25.6 52.5 60.1 75.5 77.8 81.7 92.0 87.7 82.7 74.7 84.7 81.6 87.1 92.8 92.3 90.5 68.9 81.9 62.2 47.5 26.7 66.0 93.7 59.3 24.9 78.3 78.0 81.2 83.9 65.8 30.6 76.0 81.4 67.9 90.0 75.4 69.3 61.3 93.9 88.3 86.7 85.5 84.0 73.3 82.1 85.2 75.4 89.3 7.1 36.8 29.2 0.0 68.4 76.7 94.4 87.0 71.7 67.5 80.4 78.7 89.2 89.0 89.2 89.6 63.7 76.7 64.2 34.0 0.0 61.8 72.6 0.0 59.4 84.1 78.2 78.5 70.9 47.0 23.3 73.3 90.0 69.4 94.0 73.4 Total no. of rooms under management 8,262 70 | Frasers Property Limited Hotel du Vin Cambridge | UK Hotel du Vin Brighton | UK Properties under development Property Germany Singapore Japan Fraser Suites Hamburg Capri by Fraser, China Square Capri by Fraser, Ginza 1 Total book value of the project as at 30 Sep 18 Effective interest as at 30 Sep 18 (%) 100.0 100.0 100.0 Estimated no. of rooms Book value as at 30 Sep 18 (‘m) €62.81 $241.81 304 199 JPY13,786.71 154 Target opening date Mar 19 Jun 19 2021 Annual Report 2018 | 71 Business Review Hospitality MHDV Group of Hotels Property The UK Malmaison Aberdeen Malmaison Belfast Malmaison Birmingham Malmaison Dundee Malmaison Edinburgh Malmaison Glasgow Malmaison Leeds Malmaison Liverpool Malmaison London (Formerly known as London Charterhouse) Malmaison Manchester Malmaison Newcastle Malmaison Oxford Malmaison Reading Malmaison Brighton Malmaison Cheltenham Hotel du Vin Birmingham Hotel du Vin Brighton Hotel du Vin Bristol Hotel du Vin Cambridge Hotel du Vin Cheltenham Hotel du Vin Edinburgh Hotel du Vin Glasgow Hotel du Vin Harrogate Hotel du Vin Henley Hotel du Vin Newcastle Hotel du Vin Poole Hotel du Vin St Andrews Hotel du Vin Tunbridge Wells Hotel du Vin Wimbledon Hotel du Vin Winchester Hotel du Vin York Hotel du Vin AVG Bristol Hotel du Vin Exeter Hotel du Vin Stratford Upon Avon Total no. of rooms owned and leased Effective interest as at 30 Sep 18 (%) Book value as at 30 Sep 18 (‘m) No. of rooms Occupancy FY18 (%) FY17 (%) Average daily rate FY17 FY18 Master leased 100.0 Master leased Master leased 100.0 100.0 100.0 100.0 Master leased Master leased Master leased Master leased 100.0 Master leased 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 £0.2 £7.5 £2.0 £0.6 £15.7 £11.3 £14.4 £13.6 £2.7 £1.9 79 64 192 91 100 72 100 130 97 167 £0.9 122 £1.0 £13.4 £4.5 £12.0 £9.9 £18.3 £12.3 £15.0 £8.8 £12.0 £11.4 £7.5 £9.3 £4.6 £4.0 £6.3 £8.9 £17.8 £7.9 £10.0 £12.2 £10.7 £9.3 95 75 73 61 66 49 40 41 49 47 49 48 43 42 38 40 34 48 24 44 79 59 46 2,404 71.4 89.7 89.0 78.7 86.3 83.5 85.0 84.4 88.0 86.6 87.7 90.3 82.4 84.6 77.0 84.6 85.6 86.5 80.6 82.0 87.9 81.0 81.8 80.2 80.0 80.5 76.4 79.4 84.8 84.8 81.9 70.0 84.9 89.2 70.4 91.3 88.4 80.3 84.4 82.6 81.3 79.7 86.8 88.1 £95.9 £103.9 £100.0 £78.9 £104.4 £100.7 £92.3 £91.7 £168.5 £108.0 £97.1 £104.4 £96.7 £72.1 £102.1 £89.8 £92.6 £89.3 £173.5 £102.4 88.1 £98.2 £93.9 89.9 77.4 72.5 77.0 86.3 86.1 88.1 86.7 86.0 87.3 83.1 84.0 83.3 80.8 81.6 79.4 77.9 84.9 84.5 80.1 59.1 83.8 NA1 £178.6 £111.0 £114.3 £112.0 £109.8 £139.9 £127.9 £165.0 £114.7 £141.6 £135.4 £107.2 £134.6 £95.9 £114.4 £152.2 £121.5 £141.7 £136.7 £104.6 £95.8 £105.9 £89.2 £170.7 £108.6 £107.6 £115.1 £107.0 £145.7 £133.4 £172.5 £114.6 £139.5 £128.8 £109.5 £130.8 £93.3 £117.1 £148.7 £125.2 £137.2 £136.8 £107.1 £95.1 £107.8 NA1 1 New property which commenced operation during the financial year 72 | Frasers Property Limited InterContinental | Singapore Business Review Hospitality Frasers Hospitality Trust For FY18, FHT reported gross revenue and net property income of $155.9 million and $117.0 million respectively, 1.8% and 2.6% lower than a year ago. The declines were attributed to the weaker performance from the portfolios in Australia, Malaysia and the UK. FHT’s income available for distribution was 4.4% lower year-on- year at $89.4 million, due to increased borrowings and higher finance costs incurred with the refinancing of term loans with longer tenure notes. Consequently, distribution per stapled security was 4.7613 cents, 5.6% lower year-on-year. As at 30 September 2018, FHT’s portfolio of 15 quality assets have a combined appraised value of $2.40 billion, down marginally from $2.44 billion a year ago. The 1.6% decline was mainly attributed to the weakening of most foreign currencies against the SGD, except for JPY and MYR. In local currency terms, the valuations of FHT’s Australia, UK, Japan and Germany portfolios were higher year-on-year. Held through Frasers Hospitality Trust ibis Styles London Gloucester Road | UK Country Singapore Kuala Lumpur Kobe Sydney Property InterContinental Singapore1 Fraser Suites Singapore2 The Westin Kuala Lumpur1 ANA Crowne Plaza Kobe1 Fraser Suites Sydney2 Melbourne Glasgow Edinburgh London Novotel Sydney Darling Square1 Sofitel Sydney Wentworth1 Novotel Melbourne on Collins1 Fraser Suites Glasgow2 Fraser Suites Edinburgh2 Fraser Suites Queens Gate London2 ibis Styles London Gloucester Road1 Park International London1 Fraser Place Canary Wharf London2 Germany Maritim Dresden Total no. of rooms owned & managed Total no. of rooms under Frasers Hospitality Group Effective interest as at 30 Sep 18 (%) 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 23.6 Book value as at 30 Sep 18 (‘m) $527.0 $305.0 RM420.0 ¥16,100.0 A$128.5 A$115.5 A$307.9 A$251.5 £10.9 £14.7 £59.7 £18.8 £43.3 £41.9 € 65.7 No. of rooms 406 255 443 593 201 230 436 380 98 75 105 85 171 108 328 3,914 16,920 1 2 As the Group consolidates FHT and the operating entities, these properties are reclassified as property, plant and equipment and are stated at cost less accumulated depreciation and any impairment Book value as reported by FHT. The Group adjusted the book value to reflect its freehold valuation in the property 74 | Frasers Property Limited a i s A f o t s e r d n a e p o r u E Farnborough Business Park | UK Continental Europe In Continental Europe, Frasers Property Europe (FPE) owns, develops and manages logistics and light industrial properties in Germany, the Netherlands and Austria. Following the acquisition of an 86.6% stake in Geneba Properties N.V. (Geneba) in July 2017, we completed the buy-out of the remaining stake in May 2018. Geneba was subsequently delisted and renamed FPE. Asset growth plan In FY18, FPE embarked on an asset growth plan through multiple property acquisitions in line with our investment strategy. FPE’s investment strategy targets well-located modern logistics and light industrial assets in Germany, the Netherlands and Austria. Over the course of the year, FPE completed acquisitions of assets with a total market value of €628.0 million ($996.3 million), which are located in some of Germany’s key logistics markets. These include a portfolio of four newly built cross dock facilities, each with a 15-year lease term to reputable German ‘last-mile’ logistics provider Hermes; three built-to-suit logistics properties that are leased respectively to BMW, a direct service partner of Porsche AG, and Dutch dairy company Friesland Campina; and a logistics and light industrial portfolio comprising four properties that offer value creation potential and several properties leased on a long-term basis to reputable tenants like Dachser and Kentner. In addition, FPE successfully acquired the property development and asset management platform of Alpha Industrial Holding SA (Alpha Industrial) via the acquisition of 100% of the shares of Alpha Industrial GmbH & Co. KG. and together with this, the Alpha Industrial property portfolio. Of the 22 logistics and light industrial assets that are part of the Alpha Industrial property portfolio, FPE completed the acquisition of 12 properties over the course of the financial year. 11 properties are located in Germany and one in Austria - with a total combined built-area of about 300,000 sq m. Part of the portfolio has been developed by Alpha Industrial recently, while several other properties have enhancement and redevelopment potential in the short and medium term. The acquisition of the remaining assets in the Alpha Industrial portfolio are expected to be completed by the end of 2018. Business Review Europe and rest of Asia Our Europe and rest of Asia business comprises Frasers Property’s investments in Continental Europe, the UK, China, Thailand and Vietnam. FY18 Revenue for Europe and rest of Asia $575.8 million FY18 PBIT $366.0 million 76 | Frasers Property Limited Rheindeichstraße 155, Duisburg | Germany Buchäckerring 18, Bad Rappenau | Germany Annual Report 2018 | 77 Business Review Europe and rest of Asia Integrated value chain The acquisition of the operational development and asset management business of Alpha Industrial significantly enhances FPE’s portfolio and our capabilities to service industrial and logistics tenants in core Europe. FPE’s development strategy is focused on the creation of modern logistics and light industrial properties, predominantly in Germany, the Netherlands and Austria. The long-standing experience and strong track record of the Alpha Industrial platform in developing logistics properties will enable FPE to create new assets organically to complement our existing, high quality portfolio. Our position as an asset creator and manager is now considerably strengthened, and makes us well placed to service third-party mandates. In line with the Group’s strategy to grow together with our REITs by recycling capital from stabilised investment properties to our REITs and optimising capital productivity, FPE successfully sold 21 properties to FLT for €597 million ($945 million) in May 2018. FPE will continue to be the asset and property manager of FLT’s properties in Europe. Looking ahead Even though yields for industrial assets have decreased over the last financial year, we believe we are in a stable and sound market environment. We expect ongoing demand for core logistics and light industrial assets, particularly as demand for logistics and light industrial properties in core European markets is primarily from renowned industrial groups as well as a broad range of highly qualified small and medium-sized enterprises. Furthermore, industrial assets continue to offer a positive yield spread compared to other types of real estate assets, and hence remains an attractive asset class for investment, underpinned by strong tail winds, solid demand and 78 | Frasers Property Limited Schemmerlstraße 72, Vienna | Austria Mandeveld 12, Meppel | Netherlands supply parameters and good market fundamentals. That said, we are well prepared for the upcoming tasks, particularly in simultaneously pursuing attractive investment and development opportunities. We will focus on further integrating the Alpha Industrial business into the FPE platform, optimising processes, systems and governance structures with an increased focus on human capital. The Alpha Industrial business fully complements our current business, and expands our in-house capabilities to cover acquisitions of stabilised investment properties, asset enhancement of current properties, as well as development of brown- and greenfield projects. Our full range of capabilities will give us a sustained competitive edge in Europe. Europe – Industrial portfolio Property Address Location (%) ($ ’m) (‘000 sq m) FY18 (%) FY17(%) Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Net lettable area Occupancy Germany Mellinghofer Straße 55 Mülheim Buchäckerring 18 Genfer Allee 6 Bad Rappenau Mainz Gewerbegebiet Etzin 1 Berlin (Ketzin an der Havel) Hermesstraße Augsburg Werner-von-Siemens-Straße 35 Saarwellingen Werner-von-Siemens-Straße 44 Saarwellingen Thomas-Dachser-Straße 3 Überherrn Am Bühlfeld 2-8 Herbrechtingen Bietigheimer Straße 50-52 Tamm Rheindeichstraße 155 An den Dieken 92 Im Birkengrund 5-7 Duisburg Ratingen Obertshausen Walter-Gropius Strasse 19 Bergheim Moselstraße 70 An der Trift 75 Hutwiesenstraße 13 Oskar-Von-Miller-Straße 2 Leverkuser Straße 65 Hanau Dreieich Magstadt Kirchheim Remscheid Austria 94.9 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 94.0 94.0 94.0 94.0 94.0 94.0 94.0 94.0 100.0 100.0 114.0 125.5 56.8 77.9 60.1 52.5 8.3 13.8 26.1 49.2 96.5 79.2 72.5 34.1 28.1 5.1 25.2 14.1 52.6 19.6 51.9 53.5 57.3 48.6 6.4 9.3 21.8 44.5 39.2 46.6 43.1 17.0 19.4 5.0 19.9 21.5 30.2 29.4 95.3 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 98.0 100.0 100.0 100.0 77.9 92.9 100.0 100.0 NA1 NA1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NA1 84.5 100.0 100.0 100.0 77.9 Schemmerlstraße 72 Vienna 94.0 38.7 44.1 100.0 100.0 Netherlands Benthemplein 10 Energieweg 12 Mandeveld 12 Total Europe – development projects Rotterdam Rotterdam Meppel 100.0 100.0 100.0 33.6 17.8 38.3 1,014.1 7.6 3.1 31.6 776.5 100.0 100.0 100.0 100.0 100.0 100.0 Developments Germany Im Birkengrund Rheindeichstraße 155 Total Location Oberthausen Duisburg 1 New asset Effective interest as at 30 Sep 18 (%) 94.0 94.0 Net lettable area (‘000 sq m) Target completion date 6.2 33.8 40.0 Q2 19 Q4 19 Annual Report 2018 | 79 Business Review Europe and rest of Asia United Kingdom Frasers Property UK (FPUK) has a substantial portfolio of investment and development assets providing residential, office, industrial and business park space. Over the last financial year, we have grown our asset and people platform in the UK, adding capabilities and experience to complement our portfolio and establishing a strong platform for the future. The team seeks to maximise the value of our assets through proactive asset management and responding to the needs of our customers. Residential projects The nine residential buildings completed so far at Riverside Quarter, London comprise over 500 apartments. Building works on the final phase, Nine Eastfields, remain on plan and on budget, with delivery expected in 1Q2020. This final striking signature building will comprise a total of 172 apartments (54% shared ownership) over 14 floors, ground floor commercial space, residents’ lap pool and gym. When completed, it will finish Riverside Quarter’s section of the Thames riverside walk. During the financial year, we sold all available ground floor commercial space at Riverside Quarter, with an array of architectural practices, legal firms, a publishing firm, a wine trader, and an art gallery forming a ‘creative village’. Camberwell on the Green in southeast London, comprising 92 apartments, was completed in March 2017. In FY18, we sold a further 19 residential units. The apartments and ground floor commercial space are at the centre of this urban regeneration hotspot. The London new homes market continues to be slow, particularly super prime, impacted by recent tax changes and the continuing Brexit uncertainty hovering uncomfortably 80 | Frasers Property Limited Riverside Quarter, London | UK over the market. However, we continue to make steady progress with sales, with our products, Riverside Quarter and Camberwell on the Green, being well placed in the market. At Central House, Whitechapel, in the eastern part of the City of London, we have refined the proposal to meet the demands of the market and the local planning authority. The proposed scheme has now been submitted for planning permission to deliver 15,165 sq m of commercial space. This exciting development retains the character of the existing building while modernising and adding new space. With its contemporary interior features that can accommodate co-working set-ups, the development has been designed to attract tech-tenants and their employees. Investment properties In January 2018, we acquired Farnborough Business Park, a market-leading estate with 51,164 sq m lettable area for £175 million ($315 million) via a 50:50 joint venture with FCOT. In August 2018, we completed the conditional sale and purchase agreement to acquire Maxis, a modern business park with lettable area of 18,494 sq m in Bracknell, for £67.7 million ($121 million). Maxis is 100% let with a weighted average lease term to break (WALTB) of 4.6 years. The acquisition of these two assets further enhances the Group’s overseas presence and recurring income in the UK. The UK business parks portfolio now comprises six regionally significant assets; five of which are located within the south east of England and one in Glasgow, Scotland. The total lettable area of the investment portfolio now comprises 531,797 sq m. The properties are home to more than 500 companies, and have an occupancy rate of 89% and a WALTB of 4.6 years. We have made good progress unlocking value in our assets over the course of the year. Among the significant projects was the refurbishment of Maplewood in the Chineham Business Park, Basingstoke to deliver a 7,900-sq-m modern office building. We have also seen strong leasing performance across our portfolio with 72 new lettings and 26 lease renewals completed during the financial year. Looking ahead We expect that Brexit uncertainty will continue to weigh on the UK’s economic growth, although the impact will depend on the final Brexit outcome. This uncertainty, and affordability issues, are impacting the residential market with discretionary super prime pricing being discounted, and significant slowing of non- discretionary local market sales. The commercial sector, on the other hand, continues to see low overall vacancy rates as supply is generally constrained. Across our portfolio, our diversified tenant base, healthy WALTB and quality of our assets make us well placed to weather the economic uncertainty, and indeed we continue to experience a healthy level of inquiries for space across our portfolio. UK – Business Parks Property Location Farnborough Business Park Farnborough Reading Basingstoke Camberly Glasgow Bracknell Winnersh Triangle Chineham Park Watchmoor Park Hillington Park Maxis Park Total 1 New asset Watchmoor Park | UK Effective interest at as at 30 Sep 18 Book value as at 30 Sep 18 Net lettable area Occupancy (%) 50.0 100.0 100.0 100.0 100.0 100.0 ($ ‘m) (‘000 sq m) FY18 (%) 312.3 642.9 258.8 77.9 238.6 120.3 1,650.8 51.2 135.8 75.1 23.6 208.1 18.5 512.3 98.1 89.5 78.2 80.9 90.0 100.0 FY17 (%) NA1 NA1 NA1 NA1 NA1 NA1 Annual Report 2018 | 81 Business Review Europe and rest of Asia Winnersh Triangle | UK UK – Residential projects Projects London Five Riverside Quarter Seven Riverside Quarter Camberwell on the Green UK – Land bank Effective interest as at 30 Sep 18 (%) 100.0 100.0 100.0 No. of units1 149 87 101 % Sold as at 30 Sep 18 Ave. selling price as at 30 Sep 18 (£ psm) Est. saleable area ('000 sq m) Land cost (£ psm) Target completion date 89.0 66.0 72.0 7,870 6,695 7,086 12,500 8,400 9,300 1,618 Completed 1,292 Completed 548 Completed Effective interest as at 30 Sep 18 (%) 100.0 100.0 Est. total no. of units1 Est. saleable area ('000 sq m) Land cost (£ psm) 172 NA 18,600 15,165 73 211 Site London Nine Riverside Quarter Central House (Commercial development) 1 Includes affordable units 82 | Frasers Property Limited Looking ahead On a positive note, underlying fundamentals in China remain resilient. Rising urbanisation, growing incomes and population growth, continue to be favourable for the property sector. With the government’s campaign of deleveraging in the past year, liquidity pressure on local real estate developers is building up. Amidst the tight financing environment, we continue to explore opportunities in China. China In China, Frasers Property China (FPC) has built 10,300 homes to date, with three projects under development in Suzhou, Shanghai and Chengdu. During the financial year, we achieved strong sales at our three projects, largely due to effective marketing efforts and timely launches. A total of 1,427 residential units, 97 office units, 42 retail units and eight retail warehouse units were sold across our three projects. As at the close of FY18, FPC has unrecognised presold revenue of $300 million. Baitang One in Suzhou saw strong sales of 537 units with the handover of Phase 3B taking place in March 2018. Sales for Phases 3C2-1 and 3B-2 commenced in June 2018, while construction work for the last development phase continues with the structure topped out as at 30 September 2018. Meanwhile, in Chengdu Logistics Hub, eight office units in Phase 2 were sold while 89 office units and eight retail warehouse units in Phase 4 were sold in a challenging Chengdu office market faced with oversupply. Over in Shanghai, the Gemdale MegaCity residential development achieved sales of 890 residential units and 42 retail units. Phase 4F was completed and handed over in September 2018. With favourable sales achieved over the past few years, we have 680 residential units and 179 industrial office units remaining in our land bank in China as at 30 September 2018. The residential market continues to be challenging with the central government’s strong determination to regulate the property market and curb rising home prices. Baitang One, Suzhou | China Annual Report 2018 | 83 Business Review Europe and rest of Asia China – Development projects Effective interest as at 30 Sep 18 (%) % Sold as at 30 Sep 18 % Completion as at 30 Sep 18 No. of units Ave. selling price as at 30 Sep 18 (RMB psm) Est. saleable area (‘000 sq m) Land cost1 (RMB psm) Target completion date 100.0 100.0 100.0 100.0 100.0 100.0 100.0 542 538 360 706 706 380 380 100.0 100.0 99.7 100.0 100.0 80.0 75.0 100.0 100.0 100.0 100.0 100.0 100.0 49.1 13,621 12,134 15,653 14,117 19,754 35,495 34,871 65 78 73 78 79 58 50 2,541 Completed 2,558 Completed 2,554 Completed 2,548 Completed 2,548 Completed 2,562 Completed 2,559 4QFY19 Projects Suzhou Baitang One (P1B) Baitang One (P2A) Baitang One (P2B) Baitang One (P3A) Baitang One (P3C1) Baitang One (P3B) Baitang One (P3C2) Chengdu Chengdu Logistics Hub (P2)2 Chengdu Logistics Hub (P4)2 80.0 80.0 163 358 89.0 48.0 100.0 100.0 8,567 7,158 61 164 280 Completed 338 Completed Shanghai Gemdale MegaCity (P2A)3 45.2 1,065 99.9 100.0 17,001 136 1,441 Completed Gemdale MegaCity (P2A-retail)3 45.2 22 Gemdale MegaCity (P2B)3 45.2 1,134 Gemdale MegaCity (P3C)3 45.2 1,446 Gemdale MegaCity (P3C-retail)3 Gemdale MegaCity (P3B)3 Gemdale MegaCity (P3B-retail)3 Gemdale MegaCity (P3A)3 Gemdale MegaCity (P4F)3 Gemdale MegaCity (P4D)3 45.2 45.2 45.2 45.2 45.2 45.2 71 575 21 278 616 804 54.5 100.0 100.0 31.0 100.0 95.2 100.0 99.5 93.3 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 20,246 19,262 23,257 45,123 26,572 56,583 37,493 45,702 66.0 41,057 4 110 126 8 52 1 23 73 82 1,441 Completed 1,553 Completed 1,414 Completed 1,415 Completed 1,414 Completed 1,415 Completed 1,414 Completed 1,918 Completed 1,920 4QFY19 1 2 3 Land cost includes land use tax Held for sale Gemdale MegaCity was accounted for as an associate 84 | Frasers Property Limited China – Industrial portfolio Property Chengdu Logistics Hub Phase 1 ambient warehouse2 (%) 80.0 ($’m) 40.2 (sq m) FY18 (%) FY17 (%) 47,145 100.0 100.0 Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Lettable area Occupancy China – Land bank Site Shanghai Gemdale Megacity (P5-6)3 Total Residential Chengdu Chengdu Logistics Hub (P2A)2 Total Commercial Total Land bank Effective interest as at 30 Sep 18 (%) 45.2 80.0 Est. no. of units Est. total saleable area (‘000 sq m) 680 680 179 179 859 74.0 74.0 91.0 91.0 165.0 Land cost1 (RMB psm) 2,227 303 1 2 2 Land cost includes land use tax Held for sale Gemdale MegaCity was accounted for as an associate Gemdale MegaCity, Shanghai | China Annual Report 2018 | 85 Business Review Europe and rest of Asia Thailand In Thailand, the Group holds an 89.5% deemed stake in TICON Industrial Connection Public Company Limited (TICON) and a 39.9% stake in Golden Land Property Development Public Company Limited (Golden Land). Both companies are listed on the Stock Exchange of Thailand (SET). TICON is one of the largest logistics and industrial real estate developers in Thailand. TICON owns and manages factories and warehouses for lease in 16 industrial estates and 24 logistics locations throughout the country. The total lettable space in our portfolio amounts to over 2.7 million sq m. To take advantage of digital disruptions in the industrial property space, TICON established a 51:49 joint venture with STT Global Data Centres in April 2018 to develop and operate data centres in Thailand, with the aim of becoming the leading provider of smart industrial platforms in Thailand. The data centre business will be an additional growth engine for TICON’s existing industrial property business. In July 2018, TICON also formed a 51:49 joint venture with JustCo (Thailand 2) Pte. Ltd. to provide co-working services in Thailand. The joint venture has since opened and committed approximately 14,600 sq m of co-working space at AIA Sathorn, Capital Tower and Samyan Mitrtown. In addition, TICON is the manager and sponsor of Ticon Freehold and Leasehold Real Estate Investment Trust (TREIT), the largest industrial REIT listed on the SET with THB 34.0 billion ($1.4 billion) of assets under management. TICON has a 23.4% stake in TREIT. In August 2018, TREIT shareholders approved the acquisition of 58 factories and warehouses for a total transaction value of THB 3.6 billion ($149.8 million) from TICON, of which THB 1.7 billion ($70.5 million) was completed in August 2018. The remaining acquisitions are targeted for completion before end-December 2018. 86 | Frasers Property Limited Logistics property in Bangna, Samutprakan | Thailand From 1 January 2018, TICON’s financial year end was changed to 30 September. For the nine-month period ended 30 September 2018, TICON posted revenue of THB 3.8 billion ($158.9 million) and net profit of THB 667.7 million ($27.8 millon). With its strong balance sheet and net gearing of 0.34x, TICON is well positioned to tap the growing demand for logistics and industrial assets in the region. Golden Land is one of Thailand’s leading real estate developers engaged in landed residential and integrated mixed-use commercial property development. Golden Land also holds a 22.6% stake in Golden Ventures Leasehold Real Estate Investment Trust, which is an office REIT listed on the SET with a total lettable space of approximately 100,000 sq m, and assets under management of approximately THB 10.1 billion ($424.8 million). For the 12-month period ended 30 September 2018, Golden Land reported revenue and net profit after tax of THB 15.8 billion ($657.4 million) and THB 2.1 billion ($87.4 million) respectively. Golden Land achieved strong sales in 2018 from new projects launched during 2018 and ongoing projects. The revenue was also contributed by the higher occupancy rate achieved for the FYI Center office building. In addition, the Group owns a 19.8% stake in One Bangkok, a mixed-use development project. Located in central Bangkok at the intersection of Wireless Road, Rama IV Road and Sathorn Road, the project is envisaged to include a retail component, office towers, residences, hotels and serviced apartments with an expected total gross floor area of approximately 1.83 million sq m. Land excavation and foundation work have commenced at One Bangkok following the groundbreaking ceremony on 8 March 2018. The Group serves as Development Manager for the entire project. Looking ahead Our investments in Thailand are in line with the Group’s strategy to grow income in our existing markets and recurring sources. Thailand is one of the markets that the Group is familiar and believes the growth prospects. Looking forward, the Eastern Economic Corridor presents many opportunities as it is a strategy gateway for the establishment of a world class economic zone. The opportunities includes the development of infrastructures, businesses, industrial clusters, innovation hubs, tourism and new cities. Vietnam Vietnam is a market that we are familiar with, having been in the market for over 20 years. Our first investment in Vietnam, Me Linh Point, a 21-storey retail/office building in District 1, Ho Chi Minh City (HCMC), continued to maintain 100% occupancy as at the end of FY18. In FY17, we acquired a 70% stake in G Homes House Development Joint Stock Company to develop a mixed-use project. Our entry strategy into the development business was focused on creating market awareness and branding through the acquisition of prime development land in highly sought-after residential enclaves to showcase our experience as an internationally reputable developer. We achieved a significant milestone on this journey in FY18, when we successfully completed our first residential show suite and officially launched Q2 Thao Dien in 1Q 2018. A residential-cum-commercial development on a 1-ha prime site in the popular District 2 of HCMC, the launch of Q2 Thao Dien was well received by the market. As at 30 Vietnam – Office portfolio Property Ho Chi Minh City Me Linh Point Vietnam – Development projects Q2 Thao Dien, Ho Chi Minh City | Vietnam September 2018, we have achieved sales of 84% of the 315 launched units. The successful launch and high take-up rate of our maiden mixed-use development won Frasers Property Vietnam (FPV) industry recognition. Vietnam beyond office leasing and management. To support FPV’s expansion, we have been focusing on further enhancing the team with strong local talent to execute and deliver the development projects. Riding on the momentum, FPV entered into two conditional agreements in 2018 to acquire and develop prime mixed-use projects in District 2 and Thu Duc District in HCMC. The projects are expected to yield a combined GFA of 260,223 sq m and will comprise approximately 1,500 to 1,800 residential and commercial units and serviced apartments. With the successful launch of our development business, we have expanded our scope of business in Looking ahead We expect Vietnam’s growth momentum to continue. The country’s gross domestic product has been on an uptrend since 2012. With its lower cost-base, economic development will continue to be driven by the manufacturing sector and strong foreign direct investment. We will leverage our business platform in Vietnam and harness the strength of the Group to continue executing our growth strategy in Vietnam. Effective interest as at 30 Sep 18 Book value as at 30 Sep 18 Lettable area Occupancy (%) ($ ’m) (sq m) FY18 (%) FY17 (%) 75.0 62.6 17,468 100.0 100.0 Projects Ho Chi Minh City Q2 Thao Dien Effective interest as at 30 Sep 18 (%) % Sold as at 30 Sep 18 % Completion as at 30 Sep 18 Ave. selling price as at 30 Sep 18 ($ psm) Est. saleable area (‘000 sq m) Target completion date No. of units 70.0 315 84.0 5.0 – 31 1QFY21 Annual Report 2018 | 87 Investor Relations 88 | Frasers Property Limited Overview Frasers Proprerty Limited’s (FPL’s) investor relations (IR) team is focused on proactively engaging the financial community and the media to generate awareness and understanding of FPL’s business model, competitive strengths, growth strategy, and investment merits; as well as garner feedback for consideration. The senior management and IR team regularly engage these stakeholders through multiple platforms. These include one-on-one meetings, results calls and briefings, post-results luncheons, non-deal roadshows (NDRs), and conferences. During the financial year, the team attended NDRs and conferences in Kuala Lumpur, Bangkok, Hong Kong, Tokyo, Seoul, Sydney and Melbourne. Proactive and regular engagement As part of our ongoing regular updates on our business, we announce our financial performance on SGXNet every quarter, along with a press release and presentation. We host quarterly conference calls, during which members of our senior management team present highlights of our financial results and answer questions posed by analysts and institutional investors. We host in- person briefings of our half-year and full-year results, which are attended by analysts, institutional investors and the media. A concurrent dial-in facility is offered for those who wish to attend the briefing, but are unable to do so in person. All the materials related to FPL’s quarterly announcements of our financial performance, as well as webcasts of the FY18 half-year and full-year results presentations, are publicly available via FPL’s corporate website (frasersproperty.com). The website was revamped in February 2018 to better serve as a resource centre from which the public can access information about FPL. In addition to the aforementioned resources, the website contains fact sheets about FPL, soft copies of our annual reports since listing, and provides more insights into our businesses and properties. Over the course of the financial year, FPL participated in 149 meetings with analysts and institutional investors to facilitate understanding of our developments and growth plans. Committed to best practices in investor relations and corporate governance This year, FPL won the Silver award for Best Investor Relations, in the category for listed companies with market capitalisation of $1 billion and above, at the Singapore Corporate Awards. The award marks the second consecutive year that FPL has been recognised for its proactive engagement across multiple platforms, as well as setting of new benchmarks in corporate transparency and investor relations. In addition, FPL was recognised at the IR Magazine Awards – South East Asia 2018 in the Best Financial Reporting category as well as the Best Investor Event category for our Frasers Day 2018 event, held in Bangkok. Frasers Day is the Group’s signature platform that brings the listed REITs within the Group and targeted investors together at one event, which allows us to share about our business from both the Group and individual listed REIT perspectives. We will continue to strive towards further improvements in corporate governance and investor relations. For enquiries on FPL, please contact: Ms Gerry Wong Head, Investor Relations & Corporate Communications Tel: (65) 6276 4882 Email: ir@frasersproperty.com FPL’s Closing Price and Trading Volume in FY18 FPL SP Equity - Last Price High on 23/01/18 Average Low on 06/07/18 1.69 2.25 1.92 1.58 FPL SP Equity - Last Volume High on 20/10/17 Average Low on 13/09/18 0.32M 1.66M 0.38M 0.02M 2.30 2.20 2.10 2.00 1.90 1.80 1.70 1.60 1.50 2M 1M 0 Oct 17 Nov 17 Dec 17 Jan 18 Feb 18 Mar 18 Apr 18 May 18 Jun 18 Jul 18 Aug 18 Sep 18 Brokerages covering FPL (As of 30 September 2018) • Bank of America-Merrill Lynch • CGS-CIMB Research • CLSA • Credit Suisse FY18 Investor Relations Calendar 2017 November Full year FY17 results briefing 10 15 Morgan Stanley Sixteenth Annual 20–22 Asia Pacific Summit Investor meetings in Hong Kong • DBS Bank • HSBC • JP Morgan • Macquarie Securities Group 2018 January 29 AGM February 9 1QFY18 Earnings Call April May June 4 5–6 Investor meetings in Seoul Investor meetings in Tokyo 10 14 22–23 1HFY18 results briefing dbAccess Asia Conference Investor meetings in Australia 6–8 19 Investor meetings in Hong Kong Frasers Day Bangkok August 10 17 9MFY18 Earnings Call Investor meetings in Kuala Lumpur Annual Report 2018 | 89 Treasury Highlights The Group manages our financial structure prudently to ensure that we will be able to access adequate financing and capital at favourable terms. Our multi-national businesses which operate across five asset classes - residential, hospitality, retail, commercial and business parks, logistics and industrial properties, together with the asset management of the three REITs listed on the SGX-ST, Frasers Centrepoint Trust (FCT), Frasers Commercial Trust (FCOT) and Frasers Logistics & Industrial Trust (FLT), as well as the stapled trust, listed on the SGX-ST, Frasers Hospitality Trust (FHT) generate cash flows for the Group. Management monitors the Group’s cash flow position and projections, debt maturity profile, funding cost, interest rate and foreign exchange exposures and overall liquidity position on a continuous basis. To ensure that we have adequate overall liquidity to finance our operations and investment requirements, we maintain available banking facilities with a number of banks globally. We tap the debt capital markets through Multicurrency Medium Term Notes (MTN) programmes. In FY18, Frasers Property Treasury raised $30 million via a re-tap of existing $250 million 4.25% fixed rate notes due 2026; $42 million via a re-tap of existing $308 million 3.95% perpetual securities and raised $300 million 4.38% perpetual securities. In addition, our sponsored REITs as well as our stapled trust raised the following: $60 million five-year bonds (FCOT), $70 million seven-year bonds (FCT), $120 million seven-year bonds (FHT). We tapped the bond market in Thailand with the issuance of THB11 billion debentures with tenors ranging from three years to 10 years. We raised a $1.2 billion five-year syndicated green loan mainly used for refinancing of existing loans relating to the development of Frasers Tower. This is the first green loan in Southeast Asia under the Green Loan Principles1. In FY18, we improved our capital position (net-worth increased by 12% to $14,628 million). The capital position was improved with the issuance of perpetual securities by Frasers Property Treasury and retained earnings for the year. Net group borrowings had increased from $9.2 billion to $12.3 billion mainly due to the acquisition of business parks in the United Kingdom, industrial and logistics properties in Continental Europe, land for hospitality development in Japan and land for residential development at Jiak Kim Street in Singapore. Source of funding Besides cash flow from our businesses, we rely on the debt capital markets, equity capital markets and syndicated and bilateral banking facilities for our funding. As at 30 September 2018, the Group had about $2.5 billion in unutilised banking facilities that may be used to meet our funding requirements. We maintain active relationships with a strong network of banking partners globally. Our principal bankers include Australia and New Zealand Banking Group Limited, Bangkok Bank Public Company Limited, Bank of China Limited, DBS Bank Ltd., Malayan Banking Berhad, Mizuho Bank, Limited, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and United Overseas Bank Limited. We continue to adopt the philosophy of engaging the banks as our core business partners and receive very strong support from our relationship banks across all segments of the Group’s businesses. All the Group’s banking relationships are maintained by Group Treasury in Singapore. Debt capital markets We have various MTN programmes in place to tap the debt capital market. Frasers Property Treasury Pte Ltd has a $3 billion MTN (issued: $2,053 million) and $5 billion EMTN (issued: $1,150 million) programmes. Our Thai subsidiaries, Frasers Property Holdings (Thailand) Co. Ltd. has a THB25 billion (issued: THB11 billion) debenture programme and TICON Industrial Connection Public Company Limited had established a THB25 billion (issued THB14.22 billion) debenture programme. Our sponsored REITs, FCT, FCOT and FLT, as well as our stapled trust FHT, each have their respective MTN programmes: FCT: $1 billion MTN (issued: $370 million) and $3 billion EMTN (issued: nil); FCOT: $1 billion MTN (issued: $390 million); FLT: $1 billion EMTN (issued: nil) and FHT: $1 billion EMTN (issued: $340 million). 1 The Green Loan Principles were launched by Loan Market Association and Asia Pacific Loan Market Association in March 2018. The Green Loan Principles set out a clear framework to promote integrity in the development of the green loan market and define the characteristics of a green loan 90 | Frasers Property Limited Maturity Profile $’m 2,643 2,254 1,992 3,593 2,866 1,578 < 1 yr 1 to 2 yrs 2 to 3 yrs 3 to 4 yrs 4 to 5 yrs > 5 yrs Interest rate profile and derivatives We manage our interest cost by maintaining a prudent mix of fixed and floating rate borrowings. On a portfolio basis, 78% of the Group’s borrowings are in fixed rates (including floating rate borrowings that have been fixed with interest rate swaps). The average tenor of the loans is 3.3 years as at 30 September 2018 (FY17: 3.1 years). The floating rate loan portfolio allows us to repay debt quickly from divestments of assets and sales of development property. In managing the interest rate profile, we take into account the interest rate outlook, expected cash flow generated from our business operations, holding period of long-term investments and any acquisition and divestment plans. We make use of interest rate derivatives for the purpose of hedging interest rate risks and managing our portfolio of fixed and floating rate borrowings. We do not engage in trading of interest rate derivatives. Our total interest rate derivatives and the mark-to-market values as at 30 September 2018 are disclosed in the financial statements in Note 21. Gearing and interest cover We aim to keep our net gearing to equity ratio between 80% and 100% in the medium term. As at 30 September 2018, this ratio was 84.4%. Net interest expense for the year amounted to $280 million, which excludes $79 million that was capitalised as cost of development properties held for sale and $33 million that was capitalised as cost of investment properties under construction. The net interest2 cover3 was at five times. Foreign exchange risks and derivatives We have exposure to foreign exchange risks arising from normal development and investment activities. Where exposures are certain, it is the Group’s policy to hedge these risks as they arise. We use foreign currency forward contracts and certain currency derivatives to manage these foreign exchange risks. In order to have a natural hedge, where possible, we will fund foreign currency assets with debt in the same currency. We do not engage in trading of foreign exchange and foreign exchange derivatives. We use foreign exchange contracts and derivatives solely for hedging actual underlying foreign exchange requirements in accordance with hedging limits set by the Audit Committee and FPL’s Board of Directors under the Group’s Treasury Policy. These policies are reviewed regularly by the Audit Committee and Executive Committee to ensure that our policies and guidelines are in line with our foreign exchange risk management objectives. Our foreign exchange contracts and derivatives and the mark-to-market values as at 30 September 2018 are disclosed in the financial statements in Note 21. 2 3 Net interest in the profit statement excluding mark to market adjustments on interest rate derivatives and capitalised interest Net interest cover: Profit before interest, fair value change, taxation and exceptional items / net interest expense Annual Report 2018 | 91 y t i l i b a n a t s u S i t r o p e R Contents 95 96 97 98 100 102 106 112 122 136 About this Report Board Statement Sustainability Framework The Year at A Glance Managing Sustainability Materiality Assessment Acting Progressively Consuming Responsibly Focusing on People GRI Index Sustainability Report About this Report This is our fourth consolidated Sustainability Report that summarises the sustainability practices and performance of Frasers Property Limited (the Group) for the period of 1 October 2017 to 30 September 2018 (FY18). This report has been prepared in accordance with the sustainability reporting requirements of the SGX-ST Listing Manual (Rules 711A and 711B), as well as the Global Reporting Initiative (GRI) Standards: Core option. We have also included consideration of the GRI G4 Construction and Real Estate Sector Disclosures in preparation of this report. Report scope We have included activities and performance of our key business units1 and our listed trusts2 in this report. This covers our significant locations of operations which are Singapore, Australia, China and the United Kingdom (UK). Data disclosed covers the above scope, unless otherwise stated, for assets that we own and/or manage, over which we have operational control. As we have influence over our Singapore and Australia development sites, we have included health and safety data of our principal contractors’ employees working at these sites. Feedback We seek to continuously improve our sustainability performance and your feedback is vital to us. Please write to: Dr Pang Chin Hong, Vice President, Group Sustainability & Chairman, FPL Sustainability Working Committee Frasers Property Limited Email: sustainability@frasersproperty.com 1 2 Frasers Property Singapore, Frasers Hospitality, Frasers Property Australia, Frasers Property China, Frasers Centrepoint Asset Management Ltd, Frasers Commercial Asset Management Ltd, Frasers Hospitality Asset Management Pte. Ltd, Frasers Logistics & Industrial Asset Management Pte Ltd. Frasers Centrepoint Trust (FCT), Frasers Commercial Trust (FCOT), Frasers Logistics & Industrial Trust (FLT) and Frasers Hospitality Trust (FHT) Annual Report 2018 | 95 At Frasers Property, we believe our business goes beyond the integrated portfolio and services we provide across the property value chain; it is also about building communities. As a multi-national business operating across five asset classes - residential, retail, commercial and business parks, logistics and industrial properties, and hospitality - we are committed to meeting the changing needs of individuals, businesses and communities by bringing the right expertise and value to the table. Our unifying idea, ‘experience matters’, is at the core of everything we do. Our customers’ experience matters and our experience matters. Our values of being collaborative, respectful, progressive and real are the building blocks of our culture. They unify us and drive our actions as we live out ‘experience matters’. And in line with our unifying idea and values, sustainability is a key consideration in every aspect of our business. We safeguard the well-being of our people by celebrating their diversity and supporting their professional and personal development. Strategic considerations and actions for sustainability also comprehensively elevate the resilience of our portfolio and business. By focusing on our customers’ needs, we gain valuable insights that guide our products and services, helping us create sustainable value for our stakeholders. To ensure our offering remains relevant, we developed a Sustainability Framework in FY18, which sets out our sustainability priorities as a Group till 2030. We are supported by the Sustainability Steering Committee (SSC) and Sustainability Working Committee (SWC) as we integrate sustainability into the way we do business. The SSC and SWC comprise top and senior management of various business functions, including our listed REITs. We work together to determine, manage and communicate sustainability risks and opportunities relevant to our business. We also jointly oversee the implementation of the Sustainability Framework going forward. We look forward to sharing our progress with you. Board of Directors Frasers Property Limited Sustainability Report Board Statement 96 | Frasers Property Limited Sustainability Framework Our Sustainability Framework sets out our sustainability priorities as a Group through to 2030. The Framework is driven by three pillars, namely Acting Progressively, Consuming Responsibly and Focusing on People. These three pillars form a multi-disciplinary approach that recognises 13 corresponding Environment, Social and Governance (ESG) focus areas. The Sustainability Framework also provides common ground upon which we will direct our efforts to manage and deliver our sustainability priorities across the value chain, while providing individual business units and listed REITs with sufficient flexibility to develop and implement strategies and action plans tailored to their business model, operations and plans. In FY19, key business units and listed REITs will review their practices, policies, performance and targets in relation to the ESG focus areas in the Sustainability Framework which they identify as relevant to them. FRAMEWORK Acting Progressively Consuming Responsibly Focusing on People FOCUS AREAS Innovation Fostering an innovation culture that creates value and strengthens our competitive edge Materials & Supply Chain Achieving the sustainable management and efficient use of material along the supply chain Community Connectedness Considering social value principles for communities Resilient Properties Strengthening the resilience and climate adaptive capacity Risk-based Management Comprehensive assessment to address environment, health and safety risks Responsible Investment Incorporating social, environment and governance criteria in the evaluation process Biodiversity Enhancing the environment and ecosystem through our developments Health & Well-being Ensuring healthy and balanced work and community environments Energy & Carbon Increasing substantially energy efficiency and renewable energy used Waste Reducing substantially waste generation through prevention, reduction, recycling and reuse Water Increasing substantially water efficiency and the recycling and safe reuse of water discharged Diversity & Inclusion Empowering and promoting the social inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin, religion or economic or other status Skills & Leadership Developing skills and leadership programmes that support productive activities, creativity and innovation to deliver high-value products and services Annual Report 2018 | 97 Sustainability Report The Year at A Glance 98 | Frasers Property Limited Established Frasers Property Group Sustainability Framework which is driven by three pillars: • Acting Progressively • Consuming Responsibly • Focusing on People Frasers Property raised Singapore’s and Southeast Asia’s first syndicated green loan worth $1.2 billion under the Green Loan Principles Frasers Property Australia (FPA) was named one of 11 businesses in the world to sign up for the Net Zero Carbon Buildings Commitment launched by the World Green Building Council Frasers Property Singapore (FPS) won the BCA Green Mark Champion Award and Frasers Tower is certified Green Mark Platinum Frasers Property invested in JustCo to develop a co-working platform in Asia Established Frasers Property Learning Academy dedicated to staff learning and development Frasers Logistics & Industrial Trust (FLT) & FPA led across the board in GRESB 2018, with FLT ranking 1st in the Real Estate Industrial category, and FPA ranking 2nd in the Global Developer category FPA launched Reconciliation Action Plan to design communities that are inclusive of Australia’s Aboriginal and Torres Strait Island peoples Global staff participated in inaugural Frasers Property Global Eco and Wellness Challenges Annual Report 2018 | 99 Sustainability Report Managing Sustainability With our belief that experience matters at every moment, we are committed to creating properties and offering services that will generate sustainable value for our business and our stakeholders. We do this by adapting and responding to changing dynamics in the real estate industry as well as sentiments within our communities. Sustainability governance Frasers Property’s sustainability agenda is determined by the SSC, which is chaired by our Group Chief Executive Officer, Panote Sirivadhanabhakdi, and includes our Group Chief Corporate Officer, Group Chief Financial Officer, Group Chief Human Resources Officer, Group Chief Investment Officer, Chief Strategy & Planning Officer and the CEOs of all our strategic business units. The SSC meets to review the Group’s sustainability priorities and performance. In FY18, the SSC validated the Group’s Sustainability Framework, which sets out our corporate sustainability agenda through to 2030. The SWC is responsible for realising the corporate sustainability agenda. Composed of middle and senior management from key business units and the listed REITs, the SWC implements action plans, monitors progress made and communicates our sustainability performance to our stakeholders. Going forward, the SWC will be reporting on our progress in the implementation of the Sustainability Framework. Stakeholder engagement A diverse mix of stakeholders are involved in our activities across the entire property value chain. We proactively engage our stakeholders to better understand their expectations, address their concerns and enhance our sustainability performance through collaboration. Development • Land acquisition • Design & planning • Construction • Project management Investment • Property acquisition • Asset management Operations • Leasing • Property management • Customer service Sales & Transaction • Property sales • Capital management • Divestment of non-core/ mature assets 100 | Frasers Property Limited We communicate and engage our stakeholders through different methods and channels, as shown below. Key Stakeholders Key Topics of Concern Mode of Engagement Contractors / consultants / suppliers • Health and safety • Safety briefings, exercises and declarations Frequency of Engagement and FY18 Highlights • Daily, weekly and monthly safety briefings, exercises and declarations conducted at our development sites Customers Employees • Customer service • In FY18, 500,000 • Customer satisfaction • Quality of facilities and services • Health and safety counters • Customer care and rewards programme • Surveys and feedback channels • Career development • Employee engagement • Staff bonding • Health and safety • Impacts on the environment and society • Training programme • Surveys and feedback channels • Team building activities • Environmental and Health & Safety awareness activities Investment community • Financial results • Business performance and outlook • Corporate governance • Results briefings • Annual General Meeting • Investor conferences • ESG surveys Local community • Community investment • Impact on the environment and society • Feedback channels • Staff involvement in local communities • Community Development initiatives Regulators / Non-Governmental Organisations (NGOs) • Regulatory compliance • Corporate governance • Industry trends and standards • Participation in NGOs • Surveys and focus groups customers engaged through rewards programme in Singapore • Surveys conducted for tenants, homebuyers and guests – results on pg 131 • In FY18, 248,169 hours of training was completed • Annually, 100% of staff received appraisal reviews • Staff engaged in annual global Frasers Property Environment and Health & Safety Months • Half-yearly briefings • Annually for AGM • 14 investor meetings & conferences held in FY18 • FPA & FLT’s participation in 2018 GRESB Real Estate Assessment • FPA’s inaugural participation in 2018 GRESB Developer Assessment • Close to 130 community development initiatives implemented in FY18 • Over 2,600 man-hours volunteered • Over $1 million contributed to community investment • Participation in Company of Good by National Volunteer & Philanthropy Centre, Australia Property Industry Foundation, Singapore Security Tripartite Cluster in FY18 Annual Report 2018 | 101 Sustainability Report Materiality Assessment To refresh and validate our first materiality assessment conducted in 2015 guided by GRI Reporting Principles and AA1000 Principles, we engaged our employees, contractors and suppliers, customers and tenants, and investment community in 2018 to gather their feedback on the sustainability issues most important to them. This year, responses from our stakeholders were mostly in line with our existing material factors. We will continue to review and assess these material factors to ensure relevance to our business activities, stakeholders interests, and the ESG focus areas set out in our Sustainability Framework. FPL Sustainability Framework Pillars Material Factors Materiality to FPL Economic performance1 Sound economic performance is the cornerstone to sustainability of our business. Our financial success directly impacts our ability to operate and contribute to society. Environmental compliance Compliance with relevant environmental laws and regulations is critical to our development activities. Acting progressively Consuming responsibly Anti-corruption We must maintain high standards of integrity and accountability to earn the GRI 205: Anti-corruption 2016 trust of our stakeholders. Ethical marketing We believe buying property is more than just a transaction. We ensure that our communications and marketing practices are responsible to cultivate long-lasting, positive relationships with our customers. Energy management Energy consumption in the building sector is one of the largest sources of energy usage around the world. We recognise its importance to building operations and proactively manage our energy consumption. Water management Water is a scarce resource. We strive to conserve water whenever possible to reduce unnecessary usage and wastage. Staff retention and development A progressive leadership team and a dedicated, well-developed workforce empowered to innovate are central to our success. Labour / management relations Our employees are the foundation of our success. We believe that maintaining effective two-way communications with our employees is key to fostering a collaborative and progressive culture. Focusing on people Health and safety We are mindful that our business operations may be vulnerable to health and safety incidents. Ensuring that our employees and contractors, who are at the heart of our operations, have a safe working environment is our top priority. Local communities We have the potential to create significant positive impacts in the communities that we operate in through our properties. We endeavour to run a business that responds to our communities’ needs. 1 Please refer to our annual report for further details. 102 | Frasers Property Limited Material Factor Boundaries Suppliers/ Customers/ NGOs/ Local Corresponding Topic-specific FPL Contractors tenants Communities GRI Standards Relevant SDGs • • • • • • • • • • • • • • • • • GRI 201: Economic Performance 2016 GRI 307: Environmental Compliance 2016 GRI 417: Marketing and Labelling 2016 GRI 302: Energy 2016 GRI 305: Emissions 2016 GRI 303: Water 2016 GRI 401: Employment 2016 GRI 404: Training and Education 2016 GRI 402: Labour/Management Relations 2016 GRI 403: Occupational Health and Safety 2016 GRI 413: Local Communities 2016 • As a signatory to the United Nations Global Compact (UNGC), we have identified the Sustainable Development Goals (SDGs) relevant to our business operations to support and contribute to the global sustainable development agenda. For each material factor, the table below shows where significant impacts occur and where we have caused or contributed to the impacts through our business relationships: FPL Sustainability Material Framework Pillars Factors Materiality to FPL Material Factor Boundaries FPL Suppliers/ Contractors Customers/ tenants NGOs/ Local Communities Corresponding Topic-specific GRI Standards Relevant SDGs Acting progressively Consuming responsibly Focusing on people Economic Sound economic performance is the cornerstone to sustainability of our performance1 business. Our financial success directly impacts our ability to operate and contribute to society. Environmental Compliance with relevant environmental laws and regulations is critical to compliance our development activities. Anti-corruption We must maintain high standards of integrity and accountability to earn the trust of our stakeholders. Ethical marketing We believe buying property is more than just a transaction. We ensure that our communications and marketing practices are responsible to cultivate long-lasting, positive relationships with our customers. Energy Energy consumption in the building sector is one of the largest sources of management energy usage around the world. We recognise its importance to building operations and proactively manage our energy consumption. Water Water is a scarce resource. We strive to conserve water whenever possible to management reduce unnecessary usage and wastage. Staff A progressive leadership team and a dedicated, well-developed workforce retention and empowered to innovate are central to our success. development Labour / Our employees are the foundation of our success. We believe that management maintaining effective two-way communications with our employees is key to relations fostering a collaborative and progressive culture. Health and We are mindful that our business operations may be vulnerable to health safety and safety incidents. Ensuring that our employees and contractors, who are at the heart of our operations, have a safe working environment is our top priority. Local We have the potential to create significant positive impacts in the communities communities that we operate in through our properties. We endeavour to run a business that responds to our communities’ needs. • • • • • • • • • • • • • • • • • GRI 201: Economic Performance 2016 GRI 307: Environmental Compliance 2016 GRI 205: Anti-corruption 2016 GRI 417: Marketing and Labelling 2016 GRI 302: Energy 2016 GRI 305: Emissions 2016 GRI 303: Water 2016 GRI 401: Employment 2016 GRI 404: Training and Education 2016 GRI 402: Labour/Management Relations 2016 GRI 403: Occupational Health and Safety 2016 GRI 413: Local Communities 2016 • Annual Report 2018 | 103 Frasers Tower | Singapore “We are honoured to partner Frasers Property to raise its inaugural $1.2 billion green loan to refinance the development of Frasers Tower, a Green Mark Platinum Premium Grade A office building in Singapore. In so doing, they have led the way for other companies to adopt green financing options to support their own environmental commitments.” Gerrit Stoelinga, Regional Head, ING Wholesale Banking, Asia Pacific Sustainability Report Acting Progressively Upholding corporate integrity Good governance serves as an indispensable foundation upon which we can evolve and innovate as a business. We have established corporate policies to ensure we maintain the highest standards of integrity, accountability and governance in our daily operations. We believe a progressive and innovative mindset is vital to business sustainability. We incorporate innovative solutions and sustainability criteria into the way we manage our portfolio to strengthen our resilience and competitive edge as a business. Since 2016, we have been a signatory to the UNGC, the world’s largest corporate sustainability initiative and we are commited to ten principles across the areas of human rights, labour, environment and anti-corruption. • Code of Business Conduct • Whistle-blowing Policy • Anti-bribery Policy • Policy for Disclosure and Approval of Purchase of Property Projects • Competition Act Compliance Manual • Personal Data Protection Act Policy • Environment, Health and Safety Policy In addition to abiding to our corporate policies, we adopt the following practices to ensure our compliance with laws and regulations in the following areas: e Corruption and fraud • Adhere to the Code of Corporate Governance 2012 • Conduct due diligence checks in respect of Anti- Money Laundering and Counter Financing of Terrorism for all customers who are interested in purchasing or leasing a property from us Environment, health & safety • Implement ISO 14001 (Environment) and ISO 50001 (Energy) Management Systems across key business units • Adopt OHSAS 18001 and AS/NZS 4801 Occupational Health & Safety Management System Marketing communications • Adhere to the Singapore Code of Advertising Practice, Urban Redevelopment Authority of Singapore’s (URA) Housing Developers Rules and Housing Developers (Show Unit) Rules 2015 for all advertising materials, including unit rendering and show units To monitor the effectiveness of our risk management, control and governance processes, internal audits are conducted across the Group. Our Group Internal Audit Head reports directly to the Chairman of the Audit Committee to ensure the independence of the internal audits conducted. For further details, please refer to pages 145-171 of the Corporate Governance Report. 106 | Frasers Property Limited In FY18, there were: • No substantiated cases with regards to bribery and corruption • No substantiated cases following two complaints received through whistleblowing channels • No incidents of non-compliance with regulations and industry codes concerning marketing communications for which fines were issued • Three cases of environmental breach by contractors working on our development sites that resulted in one stop-work order, a restrictive manpower hiring order and fines totalling $372,000 to the contractors • Two cases of safety breach which resulted in one stop-work order in a development site, and a fine of £132,387 for a hotel in the UK under management We have since taken extra measures together with our contractors to minimise further incidents. Affiliation with Industry Bodies We believe we can play a role in encouraging and driving sustainability in the real estate sector. Frasers Property therefore actively participates in and engages with various industry bodies. Industry Body Representative from Frasers Property Green Building Council of Australia Rod Fehring, Chairman of Board Global Real Estate Sustainability Benchmark (GRESB) Marine Calmettes, Member of Australia Regional Real Estate Benchmark Committee Livable Housing Australia Simone Dyer, Advisory Board Member Living Future Institute of Australia Paolo Bevilacqua, Chair of Board Real Estate Developers’ Association of Singapore Panote Sirivadhanabhakdi, Management Committee Real Estate Investment Trust Association of Singapore Low Chee Wah, Vice President Eu Chin Fen, Member of Regulatory Subcommittee Singapore Green Building Council Pang Chin Hong, Board Member Singapore Hotel Association Eu Chin Fen, Board Member Singapore Quality Award, Enterprise Singapore Choe Peng Sum, Governing Council Member Urban Development Institute of Australia Cameron Jackson, Vice President and Councillor, NSW Jill Lim, Secretary and Councillor, Victoria Cameron Leggatt, Queensland Member of the Board of Directors Endorsement and Participation in Sustainability Initiatives We endorse and participate in the following external initiatives to align our business with the global sustainability trends, which allows us to proactively identify and implement best business practices. • A signatory to the United Nations Global Compact (UNGC) and pledged to its 10 principles • The Global Real Estate Sustainability Benchmark (GRESB) • Paris Agreement of the United Nations Framework Convention on Climate Change (UNFCCC) • Tripartite Guidelines on Fair Employment Practices (TAFEP) • Net Zero Carbon Buildings Commitment of World Green Building Council Annual Report 2018 | 107 Sustainability Report Acting Progressively Innovating the way we do business We aim to strengthen the resilience and performance of our portfolio and business through innovation thereby enhancing our customers’ and tenants’ experiences. Investing in collaborative communities The advent of the sharing economy has changed the way office space is designed, leased, used and operated today. In response to the ever-evolving needs towards office space, Frasers Property has partnered with GIC, Singapore’s sovereign wealth fund and JustCo, one of Asia’s leading co-working space providers to develop a co-working space network in Southeast Asia. The joint investment of US$176.9 million ($241.6 million) will enable JustCo to expand its presence in Asia, as well as enhance technology solutions and service offerings in its co-working space. We believe the combination of thoughtful design, curated service offerings and smart- office technology, can transform office buildings into inspiring, collaborative workspaces that enhance our workplace communities. Financing of sustainable building with green loan In September 2018, we raised Singapore’s and Southeast Asia’s first syndicated secured green loan under the Green Loan Principles1 to refinance existing loans relating to the development of Frasers Tower, a Green Mark Platinum Award office tower. The $1.2 billion five-year term green loan meets the eligibility criteria set for green commercial buildings as well as reporting the use and impact of the proceeds following the Green Loan Framework. This is a testament to the attractiveness of our property’s value proposition and financial institutions’ growing interest in supporting projects that are environmentally- friendly. Climate adaptation plans FPA aims to develop Climate Adaptation Plans (CAP) across all future developments to manage climate adaptation and resilience concerns where appropriate. We acknowledge the impacts that extreme weather and climate change may have on our assets and that addressing climate change is a responsibility to our key stakeholders. The CAPs outline the climate risks likely to impact the developments, how we have assessed these risks and how we will address the priority risks. This will allow FPA to build resilience into the assets and communities in which we operate. 1 The Green Loan Principles were launched by Loan Market Association and Asia Pacific Loan Market Association in March 2018. The Green Loan Principles set out a clear framework to promote integrity in the development of the green loan market and define the characteristics of a green loan. 108 | Frasers Property Limited Committing to net zero carbon buildings FPA has joined the first global Net Zero Carbon Buildings Commitment, officially launched by the World Green Building Council as part of the Global Climate Action Summit in September 2018. We are one of the 37 founding signatories, comprising 11 businesses, 22 cities and four states and regions, to commit to eliminating 244 million tonnes of carbon emissions equivalent by 2030. As part of the Commitment, every new building created by FPA must operate at net zero carbon from 2030, and all existing buildings must operate at net zero carbon by 2050. Enabling our customers to purchase renewable energy Real Utilities is an energy company set up by FPA that provides cheaper and greener energy to selected Frasers Property retail and residential developments in Australia through embedded networks. These networks allow tenants to take advantage of energy efficient or renewable energy technology in our buildings. Real Utilities uses a combination of renewable energy sources and carbon offsets and is independently certified carbon neutral under the National Carbon Offset Standard. We also benchmark our gas and electricity rates twice a year against the three biggest energy retailers in the developments’ region, keeping prices low for our customers all year round. We have already begun the service at the Tailor’s Walk community in Botany in Sydney, where 320 customers have signed up with Real Utilities. We target to extend this service to 7,000 customers in other communities by 2025. Enhancing experiences through digital solutions In FY18, FPS launched the ‘Go-digital’ Programme with the aim of developing digital solutions that deliver more convenient and better experiences for our customers and tenants. As part of the programme, a new multi-feature app ‘Frasers Experience’ was introduced. Designed to heighten the consumer experience, this cross-divisional app can be used across all Frasers retail, commercial, and residential properties. The phase one launch of our revamped rewards app includes the exclusive digital F&B concierge service, Makan Master, where customers can reserve a table at partnering F&B outlets across our properties. In phase two of the app, which will be launched in 2019, customers can also enjoy the convenience of pre-ordering their meals through Makan Master. Another feature of the ‘Frasers Experience’ app is Digital Gift Cards, which were introduced as part of our drive towards realising mobile-first customer experiences at our stores. By scanning the member’s QR code, stores were able to accept Frasers Property gift cards as a form of payment, while according reward points to members at the same time. Annual Report 2018 | 109 Waterway Point | Singapore “Frasers Property has demonstrated strong commitment towards environmental sustainability. In recognition of its long-standing contribution to building a sustainable city, with more than 20 Green Mark-rated developments since 2006, BCA has awarded them the BCA Green Mark Champion award in 2018. We look forward to working together with Frasers Property to push the envelope through more BCA initiatives.” Ang Kian Seng, Group Director, Environmental Sustainability Building and Construction Authority, Singapore Sustainability Report Consuming Responsibly As our operations span the property value chain, we are mindful of the resources required to support our business activities. To ensure the sustainability of the environment we operate in, we work to decrease our own environmental footprint. We also engage with our business partners, tenants, and customers to join us in doing so. Conserving energy We continually look for opportunities to reduce the environmental impact of our operations. In FY18, we completed LED lighting upgrades for 21% of our Australia portfolio by net lettable area. The total percentage of our properties in Australia with LED lighting is 67%. To date, FPA has installed 5.6MW of solar photovoltaic cells on their building rooftops with another 8.1MW in the pipeline. In Singapore, we added green features to Northpoint City South Wing, such as lush greenery, low emissivity double-glazed glass, highly efficient air conditioning and lighting system, and sensors in the stairway which helped the mall achieve the Green Mark GoldPLUS rating. Our Singapore Office Building Management is certified ISO 14001 (Environmental Management) and ISO 50001 (Energy Management). In FY18, Frasers Hospitality started to implement an EHS Management System conforming to ISO 14001 and ISO 45001 (Occupational Health & Safety) in its Singapore properties. FY18 performance The Group’s overall energy intensity reduced to 111 kWh/m2 in FY18, as compared to last year. In tandem, the Group’s carbon footprint (greenhouse gas (GHG) intensity) decreased by 1.2% year-on-year to 63.6kg of CO2 equivalent (CO2e/m2). Electricity consumption (GWh) Energy intensity (kWh/m2) 265 259 295 300 250 200 150 100 50 0 250 200 150 100 50 0 116 112 111 FY16 FY17 FY18 FY16 FY17 FY18 GHG emissions (‘000 tonnes of CO2e) GHG intensity (kg CO2e/m2) 146 145 200 150 100 50 0 174 100 80 60 40 20 0 64.7 64.4 63.6 FY16 FY17 FY18 FY16 FY17 FY18 Singapore Office | Australia Office | Singapore Retail Hospitality | UK Business Park Singapore Office | Australia Office | Singapore Retail Hospitality | Group Refer to Notes, page 139 for energy reporting scope 112 | Frasers Property Limited Green portfolio In Singapore, Frasers Property has received a total of 30 Green Mark certifications1 to date, of which three are Platinum, eight are GoldPLUS, 14 are Gold, and five are Certified. Our latest projects, Frasers Tower and Seaside Residences have garnered the Platinum and GoldPLUS awards, respectively. In Australia, we have the highest rated Industrial Green Star Performance2 portfolio with 64 Green Star-rated Industrial properties. We have set the requirement for all our new offices, retail and industrial developments to achieve a minimum 5 Star Green Star Design & As Built rating. This year, our industrial property in Yatala achieved the first 6 Star Green Star Design & As Built rating for an industrial facility in Queensland. Number of Green Mark certifications Number of Green Star ratings 29 30 25 26 21 22 19 35 30 25 20 15 10 5 0 14 8 8 140 120 100 80 60 40 20 0 1 1 2 9 12 5 130 105 83 76 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Office | Retail | Residential Industrial | Retail | Corporate | Office Developments (Residential, Commercial & Industrial) FPS accorded the BCA Green Mark Champion Award FPS was accorded the BCA Green Mark Champion Award in 2018 for our achievement in obtaining a substantial number of Green Mark buildings at Gold level and higher. FPS has received a total of 30 Green Mark awards thus far. FLT and FPA recognised by GRESB for sustainability excellence FPA placed in top 90th percentile by GRESB in the 2018 Real Estate Assessment out of 875 global participants • Ranked 2nd for Diversified Office Industrial, Asia Pacific category • Ranked 3rd for Diversified Office Industrial, Global (non listed) category • Ranked 1st for Health & Well- being module out of all 282 global participants FLT recognised as Global Leader for Industrial by Global Real Estate Sustainability Benchmark (GRESB) in the 2018 Real Estate Assessment • Ranked 1st for Industrial, Global (listed) category • Ranked 1st for Industrial, Australia (indirectly managed) category • Ranked 1st in the Health and Well- being category amongst global industrial participants FPA recognised as Global Leader for Developer Residential by GRESB in the 2018 Developer Assessment • Ranked 1st for Developer Residential, Global (non-listed) category • Ranked 1st for Developer Residential, Asia Pacific category • Ranked 2nd for Developer, Global category 1 2 Green Mark certifications are awarded by the Building and Construction Authority of Singapore (BCA), which evaluate the overall environmental design and performance of buildings in the real estate market. It is categorised in four levels: Green Mark Platinum, Green Mark GoldPLUS, Green Mark Gold and Green Mark Certified Green Star Performance ratings are awarded by the Green Building Council of Australia (GBCA), which assess properties against nine key performance criteria – management, indoor environment quality, energy, transport, water, materials, land use and ecology, emissions and innovation. Annual Report 2018 | 113 Sustainability Report Consuming Responsibly Saving water We work towards reducing our consumption of the scarce resource and increasing our water efficiency by installing water-saving equipment, participating in water-saving schemes and conducting water efficiency audits for our properties. FY18 Performance Overall, we note a decrease in water intensity across our asset portfolio by 0.7% year-on-year in FY18. This was mainly due to an improvement of water efficiency in our Singapore Retail portfolio and lower occupancies at Alexandra Techopark in Singapore. Collective efforts from the ground We are proud that our operational staff also took it upon themselves to contribute towards our water- saving efforts. One such initiative took place at Fraser Place Kuala Lumpur, where our staff repurposed 15 units of old water heater tanks and paint containers to collect rainwater for the cleaning of the property. Concerted efforts have been made to install water-saving and water-recycling features at many of our properties. They include: • Certified water-efficient fittings and appliances, including tap-flow restrictors/regulators, low-flush water, and waterless urinal systems • On-site rainwater storage tanks, where rainwater is collected and used for non-portable applications, such as irrigation, washing, water features and cooling towers • Efficient irrigation systems, such as under mulch drip irrigation systems and irrigation systems with rain sensors • Water treatment systems that reduce water refill frequency of cooling towers • Use of NEWater and air handling unit condensate for non-potable purposes In recognition of our efforts to install water-efficient fittings in our properties, 89% of our commercial properties in Singapore have achieved the Public Utilities Board Water Efficient Building Certification in FY18. We have also proactively completed water efficiency audits for three Australian logistics and industrial properties in FY18. A breakdown of water consumption at these properties, recommendations on water efficiency improvement projects and their estimated water- and cost-saving benefits, were presented in the audit reports. Water Consumption (mil m3) Water Intensity (m3/m2) 4 3 2 1 0 2.77 3.18 3.41 3.00 2.00 1.00 0 1.31 1.34 1.33 FY16 FY17 FY18 FY16 FY17 FY18 Singapore Office | Australia Office | Singapore Retail Hospitality | UK Business Park Singapore Office | Australia Office | Singapore Retail Hospitality | Group Refer to Notes, page 139 for water reporting scope 114 | Frasers Property Limited Reducing waste Frasers Property recognises the role that we play as a property owner and manager in reducing our own, our customers’ and tenants’ waste generation. We encourage waste reduction through infrastructural support and awareness raising. In Singapore’s office buildings, educational green talks, guides and posters promoting resource conservation and recycling are distributed to staff and tenants. Recycling and food waste bins are also conveniently placed at prominent areas to encourage recycling. In FY18, 20,109 tonnes of waste were generated from 17 commercial properties in Singapore. The waste intensity is 32.1kg/m2 this year, a 4.8% decrease from last year. Incentivising recycling in malls In collaboration with food and beverage company, F&N, supermarket chain, NTUC FairPrice and supplier of the reverse vending machine, Incon Green Singapore, FPS has installed reverse vending machines (RVMs) at two of our shopping malls, Waterway Point and YewTee Point. Customers can recycle simply by inserting an aluminum can or plastic bottle into the machine. With every five bottles or cans deposited, a customer can claim a F&N product discount coupon. The machine encourages customers to recycle by providing a convenient location and incentives for recycling. Since the installation of the RVMs in January 2018, till September 2018, a total of 34,786 bottles and cans have been collected from 14,654 patrons. Reduce, reuse, recycle In our corporate offices, we encourage our employees to reduce the amount of paper used through default setting of all printers to double-sided printing and discouraging printing. A total of 5,239 reams of A4 paper and equivalent were used in FY18. All paper procured are certified with FSC (Forest Stewardship Certification), PEFC (Programme for the Endorsement of Forest Certification) or SGLS (Singapore Green Label Scheme). We also provide bins at our properties to encourage guests and tenants to recycle their waste. In addition to reducing waste production in our day-to-day operations, we make a conscious effort to do so at the development stage. At FPA, we have developed an operational waste management plan, and have achieved one of the first NABERS Waste ratings. We have also achieved a recycling rate of 94% across our development business. E-waste recycling in malls and offices In partnership with StarHub’s REcycling Nation’s Electronic Waste (RENEW) Programme, we have placed RENEW bins in all our malls and offices to encourage our tenants and visitors to recycle electronic waste (e-waste). The registered collector is notified when the bins are full. Thereafter, the disposed materials are broken down into smaller pieces, where the metals are extracted and melted down for other uses. In FY18, 10,136 kg of e-waste was collected from 15 commercial properties. Annual Report 2018 | 115 Sustainability Report Consuming Responsibly Designing for the Future A building’s sustainable design plays a key role not only in reducing the environmental impacts of our buildings but also helps in adapting to the changing climate. We are committed to designing sustainable spaces that are innovative and inspiring. Building a sustainable community - Burwood Brickworks development FPA has set out an ambitious masterplan to transform the former Brickworks site in Melbourne’s eastern suburbs into one of Australia’s most sustainable communities – including 700 homes and plans for the world’s most sustainable shopping centre. The Burwood Brickworks mixed-use community is being designed to achieve a 6 Star Green Star Community rating, with approximately 500 new trees to be dotted throughout the civic plaza, open spaces, landscaped reserves, neighbourhood parks and pedestrian greenways. FPA is targeting 6 Star Green Star Design & As Built ratings for Burwood Brickworks Shopping Centre, which will be an Australian retail first, as well as aiming to make it the first retail development in the world to achieve Living Building Challenge certification, which includes targets such as achieving net positive energy and water use and net positive waste outcome. Tenants of the shopping centre will be able to choose to participate in the embedded energy network at Burwood Brickworks, which will offer best-in-market rates for use of the renewable electricity and thermal energy generated on-site. Provision has also been made for a 100-sq-m community space to run programmes as well as annual open days to educate the community on the unique sustainability features of the shopping centre. 116 | Frasers Property Limited One Bangkok: Sustainable and green design One Bangkok aims to be the first LEED-Neighbourhood Platinum Development (LEED-ND) development in Thailand with towers built to LEED and WELL Platinum standards, setting a new standard for green and sustainable development for the country. LEED-ND enhances the green certification concept beyond individual buildings and applies to the development of healthy and happy communities in the vicinity. It applies key sustainability design principles in these key areas: • Energy management – 22% energy reduction with district cooling • Water management – on-site 100% recycled water, rain water harvesting • Safety & security – 24/7 monitoring with video analytic and CCTV, Integrated fire, police and ambulance response • Smart living – universal WIFI connectivity, community applications In March 2018, One Bangkok officially opened a Green Nursery, preserving existing mature trees onsite and nurturing new native trees, which will be part of the green public spaces in the development, forming approximately 50% of the total land area for the project. Fostering connected living - Ed.Square FPA is currently developing Ed.Square, a mixed-use community that targets to obtain a 6 Star Green Star Community rating upon completion. It will be a connected urban neighborhood comprising homes, a retail precinct and a hotel. Ed.Square is designed to foster community bonding. Ed’s Town Square will provide dining destinations, shopping and entertainment and a market place, where members of the community can meet. The 100% walkable community is equipped with an array of walking tracks, cycle ways and pocket parks for the Ed.Square’s residents to interact and effortlessly reach every corner of the community. Ed.Square is also built to be a green community. A 2.5MW solar photovoltaics (PV) system, as well as geothermal heating and cooling will be installed to address growing urban heat island concerns in the region. An embedded energy network will also be installed to distribute carbon neutral power generated on-site to tenants and residents. The community will also provide 20 car spaces for electric vehicles. Creating a smart and sustainable workplace - Frasers Tower Awarded the BCA Green Mark Platinum, tenants of Frasers Tower enjoy maximum natural light with floor- to-ceiling high glass windows, cooler surface thermal comfort and low heat levels within the building. Some of Frasers Tower’s environmentally friendly features include: • Energy-efficient fittings - double-glazed façade, photocell sensors for typical office perimeter lighting and motion sensors for toilet and staircase lighting • Water-efficient fittings - private meters linking to Building Management System for water usage monitoring and leak detection, automatic water efficient irrigation system with rain sensor • Sustainable materials use - Green Cement, Recycled Concrete Aggregates and Washed Copper Slag • Green transportation options - secured bicycle lots with end-of-trip facilities, electric vehicle recharging stations, seamless connectivity to MRT stations Frasers Tower transforms the user experience by offering spaces for recharging, relaxation and vibrant lifestyle options. Unique to Frasers Tower are four community zones for tenants to connect and collaborate. Tenants enjoy a progressive and scalable workspace that can accommodate up to 300 people per floor. The open office areas and inter-connecting floors improve communication while allowing flexibility for businesses to bring their unique culture and brand into the building. Annual Report 2018 | 117 Sustainability Report Consuming Responsibly Raising Awareness As a prominent property brand, we recognise our influence towards encouraging environment-friendly behaviours amongst our building users goes beyond the hardware. We have therefore launched various initiatives throughout the year to raise awareness for environment- friendly habits that we can adopt. Inaugural Frasers Property Global Eco Challenge 2018 Environmental consciousness at Frasers Property goes beyond merely achieving energy and water savings. An incrementally important area of sustainable operations for us is green procurement. What do we purchase and who do we purchase from? Are these products sustainably sourced? Every purchase we make is a chance to vote with our wallet. In March 2018, we held our annual Frasers Property Environment Month themed ‘Greening Our Dollars’ to encourage all our colleagues to consider the environmental impact of our purchases. It is important to teach our future generations that one simple gesture can make a big difference. I am very proud and enthusiastic to be part of a company that inspires me every day to be a better employee and better person by promoting different activities not only during the Environment Month but throughout the year. Alba Torrescasana, Revenue Manager, Capri by Fraser Barcelona During the month, we launched the inaugural Frasers Property Eco Challenge to encourage all business units and properties to take ownership of creating an environment-friendly culture within their teams. Each property conducted at least one activity related to the theme for the challenge, and outstanding submissions were selected as winning entries after evaluation by senior management. Fraser Suites New Delhi engaged a local organisation to construct and install bamboo blinds at its restaurant extension, encouraging continuation of the green craft and providing local employment opportunities. Capri by Fraser Barcelona donated a total of 181 old beds to lower income families in the neighbourhood instead of throwing them away. The Frasers Property Singapore’s commercial team organised a charity garage sale to encourage shoppers to purchase and reuse pre-loved items and donated the proceeds to a children charity. 118 | Frasers Property Limited Keeping natural spaces clean For the past 10 years, FPA has been an active participant of Business Clean Up Australia Day. Every year, our staff come together to clean up spaces such as parks and beaches in Sydney, Melbourne, Brisbane and Perth. In FY18, 73 employees contributed a total of 245 hours and collected a total of 75 bags of trash in our clean-up efforts. Educating the public on green buildings Frasers Property is a supporting partner of the Singapore Green Building Council (SGBC) Climate Action Campaign 2018. As SGBC’s first ever public engagement event, the campaign aimed to urge the greater community to be more aware of green buildings and how sustainability can be a concrete climate action. Themed ‘Live.Work.Play.Green.’, it was organised in support of Singapore’s Climate Action Year. For two months, eight public buses advertising the campaign travelled across Singapore, bringing nuggets of information about green building features to the commuters. The public was also offered a chance to win attractive prizes by participating in a short quiz. Schools Tree Day Close to 100 FPA volunteers got their hands dirty for Planet Ark’s annual initiative, Schools Tree Day. Planet Ark is an Australian not-for-profit organisation with a vision of a world where people live in balance with nature. We helped schools near FPA’s developments in Sydney, Melbourne, Brisbane, and Perth to plant trees and reinvent green spaces that connect the children with nature. This is our tenth year participating in Australia’s largest community tree planting and nature care event. Getting our tenants involved The Singapore commercial building management team collaborates with tenants to adopt environment- friendly practices where possible. Educational green talks, guides and posters promoting resource conservation and recycling are distributed to staff and tenants. Recycling, e-waste and food waste bins are also conveniently placed at prominent areas to encourage recycling. Annual Report 2018 | 119 “With 75% of all mental illness having its onset before the age of 24, we know we can make the biggest impact by focusing on supporting young people to develop the skills they need to thrive. Our partnership with Frasers Property Australia will allow us to reach children from 90 schools over three years. These children will directly benefit from free access to our mindfulness training programmes, helping them build resilient and healthy minds from a young age. We know by creating more well-rounded and prepared individuals we will be able to create healthier, more harmonious communities.” Dr Addie Wootten, Chief Executive Officer, Smiling Mind Sustainability Report Focusing on People Our business viability relies on our ability to respond to our stakeholders’ needs and expectations. We are committed to supporting the development and enhancing the well-being of our employees, tenants, customers and communities through our business activities and community investment initiatives. Growing family at Frasers Property People are at the heart of our business. We celebrate the diversity and expertise our people bring and are committed to enabling their professional and personal growth. We place emphasis on their career development, welfare, health and safety to ensure that we attract and retain people with the right experiences and expertise across the globe. Frasers Property is committed to adopting fair employment practices and principles to encourage diversity in our workforce. We are a signatory to the Tripartite Guidelines in Fair Employment Practices in Singapore, and a member of the Singapore National Employer Federation. All our employees are also appraised on their performance through an open review process annually. In FY18, our headcount grew by about 5.4% across the Group, due to our continued expansion in Singapore and overseas markets such as China, the UK, Europe and Thailand. Our hiring rate of 44.2% is higher than the turnover rate (voluntary) of 33.6%. Due to the labour-intensive hotel/serviced apartment industry that we are in, as well as the large number of non-executive staff, the level of movement was significant. The hiring and turnover rates (voluntary) were much lower for our Singapore operations at 22.3% and 16.5% respectively. By Type (%) By Gender (%) By Age (%) By Country (%) Employee Profile (Permanent) FY18 29 FY17 27 FY18 FY17 FY18 14 14 FY17 73 71 48 46 54 52 56 55 31 30 43 45 FY18 7 6 FY17 25 25 19 18 5 7 Executive | Non-Executive Male | Female < 30 years old | 30-49 years old >50 years old Singapore | Australia | China EMEA | Others Employee Type by Age (%) Employee Type by Gender (%) 80 60 40 20 0 4.2 19.9 3.3 FY17 4.7 21.6 3.2 FY18 9.3 9.7 35.3 34.3 28.0 26.5 FY17 FY18 80 60 40 20 0 32.7 32.8 13.7 14.0 FY17 14.8 14.6 FY18 39.6 37.8 FY17 FY18 Executive Non-Executive Executive Non-Executive < 30 years old | 30-49 years old | >50 years old Male | Female 122 | Frasers Property Limited Celebrating experiences and diversity To champion our belief that experience matters, the Frasers Property Experience Ambassadors programme has been designed to help make the scale and diversity of our multi-national business real to our employees. The programme offers employees the opportunity to travel and experience life at another Frasers Property Group office location for a week. Between December 2017 and April 2018, six chosen employees, Experience Ambassadors, travelled to Singapore, Bangkok, Sydney, Melbourne, London and Shanghai and then returned to share their experiences with the rest of the Group. The Experience Ambassador programme has allowed me to immerse myself in another culture, to share my insights and also learn from the colleagues working in vastly different environments. It truly celebrates the diversity across the Group. Lynn Tay, Experience Ambassador from Singapore Number of Employees, New Hires & Turnover by Region 4,635 4,399 5,000 4,000 3,000 56% 57% 2,000 1,000 0 1,849 1,946 1,595 1,559 80% 80% 84% 83% 19% 18% 25% 25% 8% 12% 7% 13% 5% 11% FY17 FY18 FY17 FY18 FY17 5% 12% FY18 Permanent Employees New Hires Voluntary Turnover Singapore | Australia | Rest of Overseas Annual Report 2018 | 123 Sustainability Report Focusing on People Cultivating talent As our success depends on being able to bring the right expertise to the table, we are committed to investing in the growth of our people. In FY18, we dedicated 2.5% of our payroll costs to employee learning and development. In FY18, our employees clocked an average of 50 training hours each globally, compared to 44 hours a year ago. Approximately 24% of total training hours were recorded by executive employees while non-executives accounted for 76%. Under the guidance and broad direction set out by Group Human Resources, our global network of in-house Learning & Development (L&D) specialists design a range of training programmes that seek to equip our colleagues with future-ready skills and knowledge. These programmes are tailored to meet the needs of their professional function, seniority, and the cultural context in which they operate. On-site training programmes are complemented by technology, including video conferencing and e-learning modules hosted on FPL’s HR platform, My HR Hub. These are to ensure that training programmes are as inclusive as practicably possible. Training Hours 250,000 200,000 150,000 100,000 50,000 0 100 80 60 40 20 0 45 44 40 57 50 44 53,737 60,351 128,703 187,818 182,440 248,169 FY17 FY18 FY17 FY18 FY17 FY18 Excutive Non-Executive All Employees Total | Average New employees • Orientation programme General and soft skill training • Building effective working relationships • Professional/ business writing • Emotional intelligence Job-specific training Young Talents Senior Leadership Other L&D initiatives • Service excellence training • Course work in leasing certifications • Security training • Sustainability training • Building maintenance and Strata Management Act (BMSMA) workshop • 1.5-year Management Associate programme • 1-week Leap Programme for high potential employees in Frasers Hospitality • Leadership Essentials for General Managers of Retail and Commercial businesses • Executive Programme with INSEAD, designed for C-suite officers • Leadership Education Series • Lunch and Learn Series • SkillsFuture Learning Leave for Singaporean employees • Lean Six Sigma Foundation Yellow Belt programme 124 | Frasers Property Limited Industry updates for our leaders The Leadership Education Series (LES) is a platform to keep our middle to senior management abreast of the latest industry trends and developments that could have an impact on our business. In FY18, three LES sessions were organised, where leaders from LinkedIn, Carousell and Amazon were invited to discuss a range of contemporary topics. A total of 145 employees attended the sessions. Fostering peer-learning at Frasers Property The Lunch & Learn series is a peer-learning platform that is open to all employees. Colleagues from various departments and functions are invited to share exciting projects they have worked on, allowing colleagues from across the company to hear about developments in other parts of the business. In FY18, two sessions were organised, with a total of 177 employee attending. • A case study for land valuation and pricing conducted by our Executive Vice President for Business Development • Robotic Process Automation pilot project that our four Management Associates have been leading Launching a holistic L&D platform Launched in 2018, the Frasers Property Learning Academy is a $1.3 million facility dedicated to L&D. The Academy’s classroom and seminar room are equipped with teleconferencing abilities to connect with overseas employees. Hospitality and retail mock-up rooms have also been installed to conduct specific trainings and test out innovative procedures e.g. new check-in methods. Reaching out to younger colleagues The Heart to Heart Talk Series is a newly launched platform that is designed for our younger Frasers Property colleagues, where they can have an open dialogue with our senior management in a more relaxed setting. The junior colleagues are encouraged to voice their views, concerns, ideas, and aspirations to our leaders, while getting first-hand perspectives right from the top about our Group’s growth strategy. They are also able to meet their peers and expand their network within the Group. Coupled with the launch of the Academy, Frasers Property will also establish a holistic L&D roadmap for all employees and organise forward-looking courses such as design thinking and digitalisation trainings in the future. INSEAD leadership programme Over 20 members of our global leadership team gathered for the inaugural Frasers Property Leadership Summit - a rigorous three-day executive education programme developed in collaboration with INSEAD. Topics ranging from disruptive change, design thinking to the global macro environment were actively debated. The insights that our leaders shared puts the Group in good stead as we ready ourselves for our next lap of growth. More importantly, we believe that every member of our Frasers Property family should adopt a progressive, adaptive mindset. Annual Report 2018 | 125 Sustainability Report Focusing on People Safeguarding our people We believe that our employees deserve a safe workplace. We have introduced and adopted workplace safety management systems across key business operations to put in place various policies and procedures, including risk, incident, contractor management procedures and health and safety auditing procedures. These policies and procedures help us control hazards, monitor performance, conduct audits and identify areas for improvement. Close to 90% of our commercial and retail properties in Singapore are certified with OHSAS 18001 and bizSAFE Star by the Workplace Safety and Health Council (WSHC). More than 80% of our Singapore commercial properties are also certified bizSAFE Partners by the WSHC. Our residential, retail, commercial and industrial units are certified with AS/NZS 4801 (Australia/New Zealand Standard for Occupational Health & Safety). We are glad that in FY18, our construction sites in Singapore and Australia recorded zero fatalities. In Singapore, the total lost-time injury rate was 1.24 incidents per million man-hours and the severity rate was 38.82 lost-days per million man-hours for contractors’ staff working on our sites. In Australia, our construction operations experienced a lost-time injury rate of 3.39 per million man-hours and severity rate of 153.48 per million man-hours, for both our staff and contractors’ staff. For the completed properties that Frasers Property manages, we continue to work on improving our safety processes across various business units and follow up with corrective action where necessary. We closely monitor our performance in these completed buildings. In FY18, we recorded zero fatalities. The table below shows our employee safety performance in the existing buildings of our key locations. Completed Buildings No. of fatalities No. of lost-time injuries No. of lost-days Lost-time injury rate Severity rate Corporate Office Singapore China Australia Hospitality FY17 FY18 FY17 FY18 FY17 FY18 FY17 FY18 FY17 FY18 0 1 65 0 0 0 0 1 0 3 14 15.5 0 0 0 0.2 14.8 0.00 0.00 0.4 5.6 1.23 6.23 0.00 0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 27 31 616 917.5 0.00 0.00 0.00 5.67 2.39 0.00 129.3 70.61 1 2 Lost-time injury rate = No. of Workplace Accidents Reported / No. of Manhours Worked x 1,000,000 Severity rate = No. of Man Days Lost to Workplace Accidents / No. of Manhours Worked x 1,000,000 126 | Frasers Property Limited Safety across our value chain in our key operations Design Tender Construction Carry out risk assessment using a Design for Safety procedure. The risk assessment covers design, structure, mechanical and electrical (M&E) function and landscape. Require all contractors tendering for jobs to have safety standards certification (i.e. BizSafe certifications, OHSAS 18001 standard) and to carry out various safety trainings for their employees in order to qualify for consideration. • Conduct a joint monthly safety committee meeting with our principal building contractors • Carry out safety inspection tours at all development sites quarterly • Audit our subcontractors every second month Operation for properties under management Conduct risk assessment and review risk areas annually. Appointed term contractors are required to submit risk assessment prior to commencing work. Safety drills for tenants are carried out every quarter. Pre-operation for properties under management Carry out risk assessment for daily facilities management activities. Prior to attaining the Temporary Occupation Permit, the main contractor and specialised contractors (e.g. M&E) jointly inspect and train the Facilities Manager (FM) in operations and maintenance procedures. Championing design for safety Our Development & Projects (D&P) Team in Singapore champions Design for Safety (DfS) processes in project management. DfS is implemented at the three levels of Planning, Programme and People, where the party creating the risk must address the issue at source. The guideline in DfS helps reduce accidents and fatalities by addressing risks from design development through construction, to usage and maintenance. In FY18, two of our employees have completed DfS courses and are on their way to obtaining the DfS professional certification. Launch of the improving maintainability programme in Singapore This programme aims to identify safety risks at source and to promote safe execution of construction and maintenance works to building infrastructure. Identified risks are mitigated by adopting engineering control measures such as the erection of working and step platforms and railings. Proper working platforms with handrails have been installed at our properties to eliminate the need for our workers to climb and balance on the pipes while they are cleaning the cooling tower in-fills. In addition, the management has identified the downlighting installed under the escalators in our properties to be a potential safety risk for maintenance workers. These lights are positioned high above ground and workers risk falling off the escalators to the main atrium when lighting works are required. An alternative solution that has been suggested includes installing track lights at the escalator landings instead, eliminating the need for the workers to work at the escalator steps and reducing any risk of falling from height. Marked improvement in safe work maintenance has been observed at our Singapore Retail & Commercial properties since the programme launch. Annual Report 2018 | 127 Inaugural Frasers Property Global Wellness Challenge 2018 At Frasers Property, we see wellness as more than just physical health. Complete wellness is about pursuing a better quality of life in areas including the physical, mental, emotional, social, environmental and even financial well-being. During this year’s Frasers Property Health & Safety Month, themed ‘Live Well’, we seek to enable and empower our employees to take care of themselves and achieve better work-life balance. More than 4,500 staff and external parties including tenants and guests from over 150 properties participated in various activities during the month. There were over 190 submissions for the inaugural Global Wellness Challenge where staff initiated their own activities to ‘Live Well’. Some of these activities included: • De-clutter Hour at our Singapore Development & Properties team where staff spent time cleaning up their individual work spaces to create a more conducive and safer workplace for themselves • Lifeguard & Bomb Threat Competition where staff at Frasers Suites Sukhumvit, Bangkok built on their capabilities to better manage guest safety • Flexible Work Programme for our construction staff at New South Wales, Australia where flexible start and finish times were arranged according to their personal commitments, allowing them more time with their families and ensuring they get the rest they need to work safely on site Sustainability Report Focusing on People Promoting health and well-being We offer measures and benefits that help our employees to achieve work-life balance. In Australia and Singapore, employees are given the choice of flexible work arrangement such as working from home. This allows our employees, especially care takers with children or elderly parents, to balance their work and responsibilities at home. In addition to a range of health and well-being benefits, we work to ensure that our employees enjoy competitive remuneration packages. In FY18, FPS was presented with the Partners of Labour Movement Award, which recognises contributions to the Security Tripartite Cluster in setting out recommendations to implement a more progressive wage model for the security industry. The Corporate Wellness Committee, together with the Sustainability Working Committee plan various health and wellness related activities throughout the year. Activities are planned annually based on guidance provided by the Health Promotion Board (HPB), as well as results from our annual employee health check-ups and annual employee survey on health knowledge. In FY18, all initiatives planned centred around the theme ‘physical and mental wellness’. For the second year, we partnered with the SGBC to host the Better Places for People workshop for our employees and tenants. The workshop shared on how a building’s design impacts the health, well-being and productivity of its occupants, and what we can do to create better environments for building users. Building a healthy workplace ecosystem HPB partners with landlords and developers to establish Healthy Workplace Ecosystems throughout Singapore. Participating landlords and developers provide venues to bring healthier food options, free exercise sessions, educational workshops and health screenings to their employees, tenants and community members. Alexandra Technopark is a participating workplace. In FY18, since the start of the partnership in June, we have successfully organised 45 activity sessions including yoga, zumba, futsal sessions, and lunchtime health talks and cooking classes. These activities were well attended by over 1,200 Frasers Property employees and tenants in the Alexandra Technopark and Alexandra Point premises. 128 | Frasers Property Limited The design approach makes conscious use of passive design as part of a strategy to encourage movement. Fundamental to the design is the belief that the built environment can directly affect our health – making employee wellbeing a top priority. Reini Otter, Executive General Manager, C&I & IP, FPA Building a healthy workplace FPA’s new headquarters, based in Rhodes Corporate Park, has achieved WELL Building certification by the International Well Building Institute, receiving a GOLD rating. It is the second in Australia to receive the highly coveted sustainability certification and the 14th globally (GOLD certification). It is also one of the first in Australia designed to target both 6 Star Green Star Interiors v1.1 and WELL certifications. WELL buildings are given credits for seven categories including air, water, nourishment, light, fitness, comfort and mind. Staff Indoor Environment Quality satisfaction scores have dramatically improved following the move into the new fit-out. There has been a 56% improvement in staff satisfaction for overall health and productivity. Engaging our staff • Family Day: Our Frasers Property family extends beyond the workplace. We organise an annual Family Day where employees can spend time with their family members in a fun setting. In FY18, 1,630 employees and their families went to the Science Centre Singapore for a day of games and learning with free admission. • Eat With Your Family Day: In FY18, we introduced regular ‘Eat With Your Family Days’ to encourage our employees to spend quality time over dinner with their loved ones. Every last Friday of the school semester, employees on regular work schedules are encouraged to leave work early at 5pm. • Back to School With Dad: In support of our staff’s involvement in their child’s academic life, Frasers Property partnered with Centre for Fathering on their Back to School with Dad initiative. Fathers are given time off on any one day during the first school week to send their children to school. • Dinner and Dance: An annual get-together is organised for all Frasers Property employees, allowing them to bond outside of their work functions. • Frasers Challenge: At Frasers Hospitality, we organise monthly activities such as bowling, badminton, go-karting and karaoke to engage our employees. Approximately 30-50 employees participated in each of our Challenge events in FY18. • Happy Helper: An employee-led work unit in Golden Land Property Development Public Company Limited (Golden Land), which is listed on the Stock Exchange of Thailand and 39.9%-owned by FPL, has been established to coordinate employee engagement, building activities and social volunteer events. Promoting physical well-being • National Steps Challenge: Employees are encouraged to clock 10,000 steps a day as part of the challenge by the HPB. In FY18, 229 employees participated in the Challenge. • Marathon subsidies: In Singapore, we encourage our staff to participate in marathons by providing subsidies for registration fees since 2010. In FY18, 32 employees applied for the subsidies to participate in marathon races. • Activities across business functions: In our corporate office in Singapore, walk & jog sessions are organised. Our employees at Frasers Hospitality are also allowed to use the gym in our hospitality properties during specified hours. • Health check-ups: All staff in Singapore are offered a free health screening package. In Australia, where skin cancer is a prevalent risk, employees are offered free skin cancer checks in all four of our state offices. Injections and inoculations are also made available to staff. Annual Report 2018 | 129 Sustainability Report Focusing on People Connecting communities As a property owner, developer and manager, we are presented with precious opportunities to positively influence how a community is designed, built and managed. We aim to understand and address the needs of our communities through engagement as early as during the development stage. We also strive to dedicate spaces and hold activities for community members to come together. Creating inclusive malls through a participatory approach Under the Company of Good Fellowship Programme by the National Volunteer & Philanthropy Centre, Frasers Property has secured a grant to implement a project to develop inclusive mall spaces for persons with disabilities in Singapore. This is an expansion of Project EMMA @ Frasers, a student-led community project that involved the implementation of retrofitted wheelchairs at our malls. The project is in the development stage and plans to involve participation from students from all local tertiary universities and the beneficiaries themselves to co- create implementable solutions for selected malls. Enhancing community resilience - community development manager programme There are a total of eight Community Development Managers serving all residential projects across Australia to help enhance community resilience at the property level. • Establishing community groups, such as Neighbourhood Watch, play groups and Resident Association • Providing community resources such as Community Users Guide/Welcome Kit, stakeholder engagement plans • Supporting local economic development by including local business development in community development plans and supplying space for local small businesses • Implementing community metrics, including surveys on community events • Garnering community partnerships for community activities, such as Live Life Get Active fitness camp • ‘Green Shoots installation’ – a grassroots idea where existing residents welcome and connect with new residents with welcome messages, tips and advice 130 | Frasers Property Limited Incorporating inclusiveness in community design Launched in July 2018, FPA’s Reconciliation Action Plan (RAP) aims to collaborate with Australia’s Aboriginal and Torres Strait Islander community on the land on which we develop and build. Through the implementation of the RAP, we will design communities that are inclusive of them and their interests by engaging them in our design processes. The RAP charts out our commitments, 59 targets and their timeline up until July 2020. Pioneering trusted meet-up spots FPS partnered with Carousell, one of the world’s largest and fastest growing marketplaces, to pioneer ‘Trusted Meet-Up Spots’ at 10 of our shopping malls in Singapore, including The Centrepoint, Causeway Point and Robertson Walk. These are designated areas that will be surveilled by security officers and our CCTV network, providing Carousellers with peace of mind as they transact. Under this partnership, our malls will be recommended as preferred meet-up spots when Carousellers select a location for transacting. Building customer confidence We now live in the age of experience, where customers are prioritising experience over ownership. Tenants’ experience Annual tenant satisfaction surveys are conducted as part of our ongoing efforts to foster partnership with Frasers Property’s stakeholders to drive customer experience. In FY18, tenants reflected an improved satisfaction level of 97%. % 100 80 60 40 20 0 94 96 97 70 67 78 24 FY16 29 FY17 19 FY18 Satisfied to very satisfied | Neutral to Satisfied We’re glad that Frasers Property Singapore has made the initiative to create a nicer environment and cultivate a more balanced lifestyle for its tenants. The weekly evening exercise sessions and community events have brought more life and vibrancy to the area, which we love. Angela Low, Senior Marketing Manager, the Food Barn, tenant at Alexandra Technopark, Singapore Building a community at Alexandra Technopark At ATP, the Asset Enhancement Initiative (AEI) had transformed and repositioned the property to a contemporary, vibrant and engaging business campus that offers a green and spacious environment with a multitude of food and beverage, social and wellness amenities. One of the new additions as part of the AEI is an amenity hub which houses an array of food and beverage, social and communal amenities. Various community engagement activities held such as pop-up bars, wine appreciation classes, futsal games, Zumba and lunchtime yoga sessions had injected greater vibrancy at the property and improved tenants’ and visitors’ experiences at the property. Hospitality guests’ experience In FY18, 89,436 guest reviews and ratings were collected. Average ratings of 91%, 82% and 88% for positive reviews, popularity score and performance score were obtained respectively. Homebuyers’ experience In FY18, average ratings of 87% and 76% for home collection and live-in experience were obtained respectively. This year, we conducted the surveys using a digital platform instead of over the phone, which helped us gather an outstanding 90% response rate. 91 90 91 88 88 88 78 80 82 % 100 80 60 40 20 0 82 83 87 78 78 76 % 100 80 60 40 20 0 Positive Review Popularity Score Performance Score How was your home collection experience? How is everything? FY16 | FY17 | FY18 FY16 | FY17 | FY18 Annual Report 2018 | 131 Sustainability Report Focusing on People Investing in communities In addition to our efforts in designing and building connected communities, we contribute to our communities by making community investments that are centred on the theme of ‘wellness’. We believe the mental, physical and social well-being of our community members are fundamental to creating a sustainable community. In FY18, Frasers Property contributed over $1 million and 2,600 volunteer hours to various charities and community groups. We have also carried out close to 130 community investment activities throughout the Group globally. Featured community investment activities during the year are highlighted as below: Space sharing Play It Forward at Singapore’s largest rope playground The malls of Frasers Property brought back Play It Forward for a second year, with a new concept to bring everyone together with the set-up of Singapore’s largest crochet rope playground. The 10m by 7m vibrant RopeScape was set up at four malls island-wide from 29 May to 1 July 2018. A scaled-down version was set up at three malls. With a $5 donation for 20 minutes of play time, shoppers let their young ones have fun while chipping in for a greater good. A total of $32,405.25 was raised and all proceeds raised were donated to the Association for Persons with Special Needs (APSN) Centre for Adults, providing special education and vocational training for people with mild intellectual disabilities. At the end of the event, the ropes were upcycled and transformed into a variety of everyday items from key chains and baskets, to floor rugs and flower pot holders, by members of APSN and a team of dedicated volunteers. These newly crafted products were put up for sale on 1 December 2018 at Waterway Point, where all proceeds went to APSN Centre for Adults as well. Supporting arts training for financially-disadvantaged children in Singapore FPS also supported the opening of Little Arts Academy’s (LAA) new campus at Northpoint City through URA’s Community and Sports Facilities Scheme. The LAA was founded in 2008 to provide free training in music, dance, theatre and visual arts for the beneficiaries of The Business Times Budding Artists Fund, which supports arts training for financially-disadvantaged children in Singapore. LAA’s campus at Northpoint City features the new Cave Automatic Virtual Environment studio, which is one of the first in the region specifically designed for younger children to experience learning through virtual reality and 3D technology. The new campus is also equipped with Tech + Art modules where students can pick up skills in creative media technologies. Christmas kettling by the Salvation Army The Centrepoint provided free entrance space for the Salvation Army to raise funds during the Christmas festive period and raised a total of $21,233. 132 | Frasers Property Limited Singapore green building week – tree planting event sponsorship FPS was the official sponsor of the BCA’s Tree Planting Event on 24 August which served as a lead-up to the International Green Building Conference 2018. Held at Springleaf Nature Park, over 100 invited guests and staff volunteers came together to plant 50 trees to contribute towards reducing our carbon footprint, accounting for the reduction of almost 300 kg of carbon emissions per year. Financial giving Building healthy minds Smiling Mind is a not-for-profit organisation that aims to enhance mental health and wellbeing by bringing the benefits of mindfulness meditation to everyone through its unique app-based programs. Smiling Mind’s school- based programs are designed to take a pre-emptive approach to building healthy minds from a young age. FPA has become a signature partner and the first- ever national community partner of Smiling Mind, a relationship which will ensure even more school children, teachers, parents and other community members in Australia will have access to their formal, face-to-face training programmes. FPA’s donation of A$700,000 ($692,885) over three years will enable Smiling Mind to offer the Smiling Mind training programme to teachers of 30 schools near FPA’s developments each year. The programme also provides each school with 12 months ongoing support via online resources, plus training for parents and the wider community on mindfulness. Supporting the alma mater To enhance educational opportunities for children in a remote area and inspire the public to love their neighborhood or hometown, Golden Land has organised the campaign ‘GOLD Giving – Back to School’ in Thailand. It called for staff to submit essays reminiscing their time at school, and explaining difficulties that their schools are facing currently. Golden Land then selects one needed school and provided assistance in terms of scholarships, educational tools, sport equipment, or funds for renovation. This campaign has been running for three years in a row. Procurement of home collection kits from Wise Enterprise Wise Enterprise Pte Ltd is a Social Enterprise set up to enable the lives of the socially disadvantaged. They create job opportunities for people with physical or medical conditions who find it difficult to secure stable employment. They also work closely with the Management of Muscular Dystrophy Association (Singapore) to identify creative youth among their beneficiaries, who have keen interest in bag designing, to be part of their Product Design Team. Through Wise Enterprise, FPS purchased home collection kits to be distributed to homebuyers of Parc Life and North Park Residences. In FY18, a sum of $116, 250 have been contributed for the purchases. Annual Report 2018 | 133 Serving meals to people in need FPA colleagues helped out The Big Umbrella in Melbourne in November 2017 and February 2018 by distributing surplus food to homeless members of the Melbourne community on the streets via pop-up soup stations. The Big Umbrella is a charity organisation in Australia that commits to addressing issues impacting marginalised people. Providing an educational and fun experience for children Over the past seven years, the FPS commercial team has been working with the Children’s Aid Society to seek out enriching experiences for the beneficiaries residing at Melrose Home, one of the children’s home. This year, the team partnered with homegrown ice-cream parlour Scoopz to organise an ice-cream making workshop to teach the children to make their own healthy fruit-based ice-cream. Sustainability Report Focusing on People Time sharing Trekking for eye health services Wild Women on Top organises a regular walking event in Sydney, Melbourne and the Sunshine Coast to raise money for the Fred Hollows Foundation, which supports the delivery of eye health services on the ground in remote areas of Australia and across the world. Teams of four, with at least 50% women, have between 10 to 18 hours to complete a 30 or 60km challenge along the Australian coastline, getting fit while raising money to transform lives. In FY18, 20 teams of FPA staff joined the challenge and raised a total of A$81,129 for the Foundation through their participation in the walk as well as corporate donations. Running for charity Every year, the Singapore Exchange Securities Trading Limited (SGX-ST) rallies the financial community and its listed companies to support the needs of underprivileged children and families, persons with disabilities, and the elderly. Frasers Property is a keen supporter of this cause and continued to sponsor and participate in the SGX Bull Charge in 2018, a charity run to raise funds for five adopted beneficiaries, namely the AWWA Ltd., Autism Association (Singapore), Fei Yue Community Services, Shared Services for Charities and Community Chest. Rejuvenating neighbourhoods near our developments Golden Land is dedicated to improving the life of local communities where it operates. Golden Land would contribute to the improvement of infrastructure (eg. footpath upgrade, landscape rejuvenation) at the surrounding areas of its development projects. Besides, Golden Land has been enhancing the public area by donating art pieces for public display, which the local residents could appreciate. 134 | Frasers Property Limited Experience sharing 2018 SID Directors Conference Group CEO, Panote Sirivadhanabhakdi, shared his expertise at the 2018 SID Directors Conference. He was a panelist for the breakout session titled ‘ASEAN integration: Is the regional economic community a myth or reality?’. Lendlease’s International Women’s Day Chief Strategy & Planning Officer, Zheng Wanshi, spoke at Lendlease’s International Women’s Day event, themed Press for Progress. She shared her thoughts and personal experiences on achieving gender equality in the workplace. Forbes Global CEO Conference Group CEO, Panote Sirivadhanabhakdi shared his insights at the Forbes Global CEO Conference, which was held in Bangkok on 30 – 31 October. He joined a panel of other distinguished leaders to discuss the topic ‘Breaking new ground’ - imagining, building and operating the spaces needed in a rebooted world. Inter-Tertiary HR Symposium, Singapore Management University (SMU) OBHR Society Group Chief Human Resources Officer, Sebastian Tan, shared his views on how HR professionals can become future-ready and add value to their organisations with aspiring HR professionals and university graduates. International Green Building Conference (IGBC) 2018 General Manager of Sustainability at FPA, Paolo Bevilacqua, spoke at the IGBC on how sustainability can be framed to drive individuals and businesses to change and the critical success factors to achieving the sustainability vision. WELL Journey launch Anthony Arundell, Director, Sustainability, Smart City, CUP and Estate Management at Frasers Property Holdings Thailand was a panelist at the WELL Journey launch event in Bangkok, Thailand in August. WELL Journey is a series of events organised by the International WELL Building Institute to educate and engage stakeholders to help them achieve WELL, a leading tool for advancing health and well-being in buildings globally. There, he spoke about the importance of human sustainability beyond just the environment. International Finance Corporation-International Capital Market Association Green Bonds Executive Education Course Dr. Pang Chin Hong, Vice President of Group Sustainability, Frasers Property Limited, was a panel speaker at a roundtable discussion on Green Finance in Asia, sharing Frasers Property’s experience on its green loan issuance in September 2018. Annual Report 2018 | 135 Sustainability Report GRI Index GRI Standards 2016 Universal Standards Disclosure Number Disclosure Title Section and Page Reference / Notes Organisational Profile 102-1 102-2 Name of the organisation Activities, brands, products, and services 102-3 102-4 102-5 Location of headquarters Location of operations Ownership and legal form 102-6 Markets served 102-7 Scale of the organisation 102-8 Information on employees and other workers 102-9 Supply chain 102-10 102-11 Significant changes to organisation and its supply chain Precautionary principle or approach 102-12 External initiatives 102-13 Membership of associations GRI 102: General Disclosures Strategy 102-14 Statement from senior decision- maker Ethics and Integrity 102-16 Values, principles, standards, and norms of behaviour Governance 102-18 Governance structure 136 | Frasers Property Limited Frasers Property Limited Corporate Narrative, pg. 3 Our Business, pg. 4-5 Our Global Presence, pg. 6-7 Corporate Information, pg. 23 Our Global Presence, pg. 6-7 Corporate Narrative, pg. 3 Our Business, pg. 4-5 Our Milestones, pg. 8 Group Structure, pg. 10 Corporate Narrative, pg. 3 Our Business, pg. 4-5 Business Review, pg. 36-87 Corporate Narrative, pg. 3 Our Business, pg. 4-5 Financial Highlights, pg. 11 Focusing on People – Growing Family at Frasers Property, pg. 122 Focusing on People – Growing Family at Frasers Property, pg. 122 Information on temporary and part-time employees are not available due to inconsistent data collection for our operations across the globe. We are undergoing a HR system update and aim to disclose the information in our next report. Managing Sustainability – Stakeholder Engagement, pg. 100 Our Milestones, pg. 9 About This Report – Report Scope, pg. 95 FPL does not specifically refer to the precautionary approach when managing risk; however, our management approach is risk-based, and underpinned by our internal audit framework. Acting Progressively – Upholding Corporate Integrity, pg. 106 Acting Progressively – Upholding Corporate Integrity, pg. 106 Board Statement, pg. 96 Experience matters, pg. 3 Acting Progressively – Upholding Corporate Integrity, pg. 106 Corporate Information, pg. 23 Managing Sustainability – Sustainability Governance, pg. 100 GRI Standards 2016 Universal Standards Disclosure Number Disclosure Title Stakeholder Engagement 102-40 List of stakeholder groups Section and Page Reference / Notes Managing Sustainability – Stakeholder Engagement, pg. 100 102-41 Collective bargaining agreements There are no collective bargaining agreements in 102-42 102-43 102-44 Identifying and selecting stakeholders Approach to stakeholder engagement Key topics and concerns raised place. Managing Sustainability – Stakeholder Engagement, pg. 100 Managing Sustainability – Stakeholder Engagement, pg. 100 Managing Sustainability – Stakeholder Engagement, pg. 100 Reporting Practice 102-45 Entities included in the consolidated financial statements Defining report content and topic Boundaries List of material topics Restatements of information Changes in reporting Reporting period Date of most recent report Reporting cycle Contact point for questions regarding the report Claims of reporting in accordance with GRI Standards GRI content index External assurance GRI 102: General Disclosures 102-46 102-47 102-48 102-49 102-50 102-51 102-52 102-53 102-54 102-55 102-56 Group Structure, pg. 10 Notes to Financial Statements, pg. 193-308 About This Report – Report Scope, pg. 95 Materiality Assessment, pg. 102 Materiality Assessment, pg. 102 Restatements of employees information in pages 122-123 were due to the changes to voluntary turnover basis. Restatements of energy, GHG emissions, and water data in FY16 and FY17, pg. 112-114 were due to a change in computational basis. Restatements of hospitality guests’ surveys in FY16 and FY17 were due to changes in portfolio of assets. None About This Report, pg. 95 December 2017 Annual About This Report, pg. 95 About This Report, pg. 95 GRI Index, pg. 136 We have not sought external assurance on this data; however we intend to review this stance in the future. Management Approach 103-1 GRI 103: Management Approach Topic-specific Standards Explanation of the material topic and its boundary Materiality Assessment, pg. 102 Economic Performance 103-2 The management approach and its components Evaluation of the management approach Direct economic value generated and distributed GRI 103: Management Approach GRI 201: Economic Performance 103-3 201-1 FPL Group Strategy, pg. 3 Financial Highlights, pg. 11 Financial Statements, pg. 172-308 Annual Report 2018 | 137 Sustainability Report GRI Index GRI Standards 2016 Topic-specific Standards Disclosure Number Disclosure Title Section and Page Reference / Notes GRI 103: Management Approach GRI 205: Anti- corruption GRI 103: Management Approach GRI 307: Environmental Compliance GRI 103: Management Approach GRI 417: Marketing and Labelling GRI 103: Management Approach GRI 302: Energy GRI 305: Emissions GRI 103: Management Approach 103-3 205-3 103-3 307-1 103-3 417-3 103-3 302-1 302-3 305-2 103-3 Anti-corruption 103-2 The management approach and its components Evaluation of the management approach Confirmed incidents of corruption and actions taken Environmental Compliance 103-2 The management approach and its components Evaluation of the management approach Non-compliance with environmental laws and regulations The management approach and its components Evaluation of the management approach Incidents of non-compliance concerning marketing communications The management approach and its components Evaluation of the management approach Energy consumption within the organization Energy Intensity Energy indirect (Scope 2) GHG emissions GHG emissions intensity The management approach and its components Evaluation of the management approach Water withdrawal by source Ethical Marketing 103-2 Energy Management 103-2 305-4 Water Management 103-2 Staff Retention and Development 103-2 The management approach and its components Evaluation of the management approach New employee hires and employee turnover GRI 303: Water 303-1 GRI 103: Management Approach 103-3 401-1 GRI 401: Employment 138 | Frasers Property Limited Acting Progressively – Upholding Corporate Integrity, pg. 106 Acting Progressively – Upholding Corporate Integrity, pg. 106 Acting Progressively – Upholding Corporate Integrity, pg. 106 Consuming Responsibly – Conserving Energy, pg. 112 Consuming Responsibly – Saving Water, pg. 114 All water consumed is from purchased utilities. Focusing on People – Growing Family at Frasers Property, pg. 122 Focusing on People – Celebrating Experiences and Diversity, pg. 123 Focusing on People – Cultivating Talent, pg. 124 Focusing on People – Growing Family at Frasers Property, pg. 122 Information on the breakdown of new hire and turnover rates by gender and age group are not available due to inconsistent data collection for our operations across the globe. We are undergoing a HR system update, and aim to disclose the information in our next report. GRI Standards 2016 Disclosure Number Disclosure Title Section and Page Reference / Notes Topic-specific Standards 404-1 GRI 404: Training and Education 404-2 404-3 Average hours of training per year per employee Programs for upgrading employee skills and transition assistance programs Percentage of employees receiving regular performance and career development reviews Focusing on People – Cultivating Talent, pg. 124 We aim to provide more detailed breakdown, eg. by gender, in our next report, as we are currently updating our HR system to collect the data. Focusing on People – Celebrating Experiences and Diversity, pg. 123 Focusing on People – Cultivating Talent, pg. 124 Managing Sustainability – Stakeholder Engagement, pg. 100 Labour/Management Relations 103-2 The management approach and its components Evaluation of the management approach Minimum notice periods regarding operational changes GRI 103: Management Approach 103-3 402-1 GRI 402: Labour/ Management Relations Topic-specific Standards Health and Safety 103-2 GRI 103: Management Approach GRI 403: Occupational Health and Safety GRI 103: Management Approach GRI 413: Local Communities 103-3 403-1 403-2 103-3 413-1 The management approach and its components Evaluation of the management approach Workers representation in formal joint management–worker health and safety committees Types of injury and rates of injury, occupational diseases, lost days, and absenteeism, and number of work-related fatalities The management approach and its components Evaluation of the management approach Operations with local community engagement, impact assessments, and development programs Local Communities 103-2 Focusing on People – Growing Family at Frasers Property, pg. 122 This is currently not covered in Group-wide collective agreements. The notice period varies. Focusing on People – Safeguarding our People, pg. 126 FPL has a Health and Safety senior management committee. Focusing on People – Safeguarding our People, pg. 126 The breakdown by gender is not available, and we aim to disclose the info in our next report. Focusing on People – Connecting Communities, pg. 130 Focusing on People – Investing in Communities, pg. 132 Notes: • • • • Energy and water consumption are reported for landlord area for commercial properties and total area for serviced residences and hotels Energy and water consumption, and GHG emissions data is inclusive of all completed buildings that we own and/or manage with operational control in FY18 Energy, water and GHG intensities exclude properties that we acquired and/or began managing less than one year ago, and those that were divested within FY18 The GHG emission factors are from Singapore Energy Statistics 2018, Australia National Greenhouse Accounts Factors 2017, Covenant of Mayors for Climate & Energy – Default Emission Factors for Local Emission Inventories 2017 for Spain, Hungary, France, Germany, UK Government GHG Reporting 2017 & 2018, Defra Overseas Electricity Guidance 2015 for Turkey, UAE and Qatar, Clean Development Mechanism Designated National Authority for Saudi Arabia 2010, United Nation Framework on Climate Change Second Biennial Report 2017 and Electric Power Statistics Information System 2018 for Republic of Korea, Baseline Emission Factors for Regional Power Grids in China 2015, Study on Grid Connected Baselines in Malaysia 2014, National Grid Emission Factor for National Emission Grid for Luzon-Visayas Grid 2015-2017 for Philippines, Thailand Greenhouse Gas Management Organisation 2017, Central Electricity Authority India – CO2 Baseline Database for the Indian Power Sector 2018, Joint Crediting Mechanism Indonesia Secretariat – Emission Factor for 2016, Ministry of Natural Resources and Environment Vietnam 2017, Kansai Electric Power Group Report 2018 for Osaka, Switzerland Energy Efficiency Report 2011, Clean Development Mechanism – Grid Emission Factor for West African Power Pool 2017 for Nigeria, and International Energy Agency – Key World Energy Statistics 2018 for Bahrain. Annual Report 2018 | 139 Eco Office 2016 – 2019 by Singapore Environment Council Robertson Walk BCA Awards 2018 – Green Mark Platinum Frasers Tower Awards and Accolades Corporate Singapore Corporate Awards 2018 – Best Investor Relations, listed companies with market capitalisation of S$1 billion and above category – Silver Frasers Property Limited PropertyGuru Thailand Property Awards – 2018 Real Estate Personality of the Year (Thailand) Panote Sirivadhanabhakdi Frasers Property Singapore Singapore Retailers Association Awards 2018 – Best Retail Event of the Year: Frasers Tribal Quest by Frasers Property Singapore BCA Awards 2018 – Green Mark Champion Frasers Property Singapore Partners of Labour Movement Award 2018 by National Trades Union Congress (NTUC) Frasers Property Singapore Residential ISO 14001:2015 (2016 – 2019) • Robertson Walk • 51 Cuppage Road • China Square Central • Alexandra Technopark • Alexandra Point • Valley Point ISO 50001:2011 (2016 – 2019) • Robertson Walk • 51 Cuppage Road • China Square Central • Alexandra Technopark • Alexandra Point • Valley Point Occupation Health & Safety Management System Standard SS506 Part 1:2009/ BS OHSAS 18001:2007 (2016 – 2019) – Provision of Centre and Associated Facility Management Services • 51 Cuppage Road • China Square Central • Alexandra Technopark • Alexandra Point • Valley Point BCA Awards 2017 – Building Information Modelling (BIM) Awards GoldPLUS Northpoint City BCA Awards 2017 – Green Mark Platinum • Alexandra Point • Causeway Point FIABCI World Prix D’Excellence Awards 2017 (Residential Mid-Rise Category) – World Silver Winner Waterfront Collection BCA Awards 2017 – Green Mark Certification YewTee Point BCA Awards 2018 – Green Mark GoldPLUS Seaside Residences Retail & Commercial Eco Office 2017 – 2020 by Singapore Environment Council • 51 Cuppage Road • Valley Point • China Square Central • Alexandra Technopark Water Efficient Building 2012 by Public Utilities Board China Square Central NEA – 3R Award 2017 Causeway Point bizSAFE Partner Award 2016 – 2018 by Workplace Safety and Health Council Robertson Walk bizSAFE Partner Award 2016 – 2018 by Workplace Safety and Health Council • 51 Cuppage Road • China Square Central • Valley Point • Alexandra Technopark • Alexandra Point 140 | Frasers Property Limited Special Event Award 2017 by Community Chest – Play it Forward – Singapore’s Largest Charity Ball Pool - Silver Frasers Centrepoint Malls Asia Pacfic Shopping Center Award 2018 for Marketing Excellence by International Council of Shopping Centre (“ICSC”) - Emerging Digital Technology (Gold) Frasers Centrepoint Malls BCA Awards 2018 – Green Mark GoldPLUS • Waterway Point • Northpoint City BCA Awards 2018 – Green Mark Gold • Valley Point • China Square Central • Alexandra Technopark • Northpoint Shopping Centre BCA Awards 2018 – Universal Design Mark GoldPLUS Waterway Point bizSAFE Level Star Certification 2018 – 2020 by Workplace Safety and Health Council • Frasers Centrepoint Property Management Services Pte. Ltd. • Robertson Walk • 51 Cuppage Road • China Square Central • Alexandra Technopark • Alexandra Point • Anchorpoint • Bedok Point • Causeway Point • Changi City Point • Eastpoint Mall • Northpoint City (North Wing) • The Centrepoint • Valley Point • Waterway Point • YewTee Point Occupation Health & Safety Management System Standard SS506 Part 1:2009/ BS OHSAS 18001:2007 (2018 – 2019) – Provision of Centre and Associated Facility Management Services Robertson Walk Occupation Health & Safety Management System Standard SS506 Part 1:2009/ BS OHSAS 18001:2007 (2018 – 2020) – Provision of Centre and Associated Facility Management Services • Anchorpoint • Bedok Point • Causeway Point • Changi City Point • Eastpoint Mall • Northpoint City (North Wing) • The Centrepoint • Waterway Point • YewTee Point Water Efficient (Basic) Building 2018 by Public Utilities Board Waterway Point 2018 International Living Future Institute – Living Future Hero • Paolo Bevilacqua • Stephen Choi World Travel Awards – England’s Leading Serviced Apartment Brand 2014 – 2018 Frasers Hospitality Pte. Ltd. Frasers Centrepoint Trust IR Magazine Awards – South East Asia 2017 – Best in Country – Singapore Frasers Centrepoint Trust IR Magazine Awards – South East Asia 2017 – Best in Sector – Real Estate Frasers Centrepoint Trust IR Magazine Awards – South East Asia 2017 – Best Overall Investor Relations Category Frasers Centrepoint Trust IR Magazine Awards – South East Asia 2017 – Best IR by a Senior Management Team Category Frasers Centrepoint Trust IR Magazine Awards – South East Asia 2017 – Best Investor Relations Officer (Small to Mid-Cap) Category Frasers Centrepoint Trust The Asia Pacific Best of the Breeds REITs Awards 2018 – Best Retail REIT (Singapore) – Platinum Award Frasers Centrepoint Trust Frasers Property Australia Australian Institute of Architects 2017 National Architecture Awards – Sustainable Architecture: David Oppenheim Award Central Park Sydney by Tzannes and Cox Richardson and Foster and Partners Council on Tall Buildings and Urban Habitat (CTBUH) Awards 2017 – 10 Year Award of Excellence Lumiere, Sydney 2017 UDIA QLD Mitchell Brandtman Awards for Excellence – Excellence in Medium-Density Development The Residences at Yungaba House AFR Most Innovative Companies 2018 – #83 Ranking Frasers Property Australia 2018 Australian Institute of Architects New South Wales Architecture Awards – Interior Architecture – Commendation Frasers Property Australia Head Office 2018 Property Council New Zealand Rider Levett Bucknall Innovation & Excellence Awards – NATURAL HABITATS Urban Land Developments Property Award – Best in Category “Beaches” Coast Papamoa Beach, Tauranga 2018 Property Council of Australia Rider Levett Bucknall Innovation & Excellence Awards – Crown Group Award for Best Residential Development Newport Hamilton Reach Best Luxury Serviced Residence Brand in China 2015 – 2017 by Business Traveller China Frasers Hospitality Pte. Ltd. World Travel Awards – Australasia’s Leading Serviced Apartment Brand 2016 – 2018 Frasers Hospitality Pte. Ltd. Indonesia’s Leading Serviced Apartment Brand 2016 – 2017 by Indonesia Travel Tourism Industry Frasers Hospitality Pte. Ltd. The Urban Developer Awards 2018 – High-Density Residential – Development of the Year Connor, Central Park World Travel Awards – Indonesia’s Leading Serviced Apartment Brand 2017 – 2018 Frasers Hospitality Pte. Ltd. 2018 Urban Taskforce Australia Development Excellence Awards – Urban Renewal Development – Winner Kensington Street & Spice Alley, won by Greencliff and Frasers Property Australia Frasers Logistics & Industrial Trust World Travel Awards – France’s Leading Serviced Apartment Brand 2018 Frasers Hospitality Pte. Ltd. World Travel Awards – Vietnam’s Leading Serviced Apartment Brand 2018 Frasers Hospitality Pte. Ltd. GRESB – 2017 Real Estate Assessment – Australian Regional Sector Leader for Industrial Frasers Logistics & Industrial Trust World Travel Awards – Australasia’s Leading Serviced Apartments 2013 – 2018 Fraser Suites Sydney Singapore Corporate Awards 2018 – First-year listed companies category – Best Annual Report Award – Merit Frasers Logistics & Industrial Trust World Travel Awards – Bahrain’s Leading Serviced Apartments 2013 – 2017 Fraser Suites Seef, Bahrain Frasers Hospitality Best Serviced Residence Operator 2013 – 2018 by Travel Trade Gazette (TTG) Frasers Hospitality Pte. Ltd. World Travel Awards – China’s Leading Serviced Apartment Brand 2013 – 2017 Frasers Hospitality Pte. Ltd. World Travel Awards – Hungary’s Leading Serviced Apartment Brand 2013 – 2018 Frasers Hospitality Pte. Ltd. World Travel Awards – World’s Leading Serviced Apartment Brand 2014 – 2017 Frasers Hospitality Pte. Ltd. World Travel Awards – Hungary’s Leading Serviced Apartments 2013 – 2018 Fraser Residence Budapest Scottish Hotel Awards – Serviced Apartment of the Year 2014, 2018 Fraser Suites Glasgow Indonesia’s Leading Serviced Apartment & Suites 2014 – 2017 by Indonesia Travel Tourism Industry Fraser Residence Menteng, Jakarta World Travel Awards – England’s Leading Serviced Apartments 2016 – 2018 Fraser Suites Kensington, London Annual Report 2018 | 141 Awards and Accolades World Travel Awards – Singapore’s Leading Serviced Apartments 2016 – 2018 Fraser Suites Singapore World Travel Awards – World’s Leading Serviced Apartments 2017 Fraser Suites Le Claridge Champs-Élysées World Travel Awards – France’s Leading Serviced Apartments 2017 – 2018 Fraser Suites Le Claridge Champs- Élysées World Travel Awards – Scotland’s Leading Serviced Apartments 2017 – 2018 Fraser Suites Edinburgh Indonesia’s Brand New Serviced Apartment of the Year 2017 by Indonesia Travel Tourism Industry Fraser Place Setiabudi, Jakarta Middle East Hospitality Excellence Awards – Best Hotel of the Year (Hotel Apartment) 2017 Fraser Suites Abuja World Luxury Hotel Awards – Luxury Business Serviced Apartment 2017 – Global Winner Fraser Suites Abuja Spring Singapore Business Excellence Awards – Singapore Service Class Award (S-Class) 2017 • Fraser Suites Singapore • Fraser Place Robertson Walk, Singapore World Travel Awards – Bahrain’s Leading Serviced Apartments 2018 Fraser Suites Diplomatic Area, Bahrain World Travel Awards – Germany’s Leading Hotel Residences 2018 Capri by Fraser, Berlin, Germany World Travel Awards – Qatar’s Leading Serviced Apartments 2018 Fraser Suites West Bay, Doha World Travel Awards – Singapore’s Leading Hotel Residences 2018 Capri by Fraser, Changi City, Singapore World Travel Awards – Turkey’s Leading Serviced Apartments 2018 Fraser Place Anthill Istanbul World Travel Awards – Vietnam’s Leading Serviced Apartment 2018 Fraser Suites Hanoi Tourism Accommodation Australia (NSW) Awards for Excellence – Apartment/Suite Hotel of the Year 2018 – Hall of Fame – Winner Fraser Suites Sydney World Luxury Hotel Awards – Luxury Business Hotel 2017 – Nigeria Winner Fraser Suites Abuja Hotel Stars Union 2018 – 4* Hotel Capri by Fraser, Berlin, Germany World Luxury Hotel Awards – Luxury Serviced Apartments 2017 – Asia Winner Fraser Suites Hanoi Liverpool City Region Tourism Awards 2018 – Liverpool City Region Hotel of the Year 2018 Malmaison Liverpool Singapore Business Review Business Ranking Awards – 2nd Largest Serviced Residence 2017 Fraser Suites Singapore City of Liverpool Business Hotel of the Year 2018 by Downtown in Business Liverpool Malmaison Liverpool Singapore Business Review Business Ranking Awards – 12th Largest Serviced Residence 2017 Fraser Place Robertson Walk, Singapore Singapore Business Review Business Ranking Awards – 37th Largest Service Residence 2017 Fraser Residence Orchard, Singapore 13th China Hotel Starlight Awards – Best Newly Open Serviced Apartment of China 2018 Fraser Suites Shenzhen That’s Hospitality Awards – Newly Opened Serviced Apartment of the Year 2018 Fraser Place Binhai, Tianjin Most Valuable Companies in Hong Kong Awards – Trophy of Excellence 2018 Frasers Hospitality Pte. Ltd. 142 | Frasers Property Limited Travellers’ Choice 2018 by Trip Advisor • Fraser Suites Singapore • Fraser Suites Geneva • Capri by Fraser, Changi City, Singapore • Capri by Fraser, Kuala Lumpur, Malaysia Frasers Hospitality Trust BCA Awards 2018 – Green Mark GoldPLUS InterContinental Hotel, Singapore Tourism Accommodation Australia NSW Awards for Excellence 2018 Novotel Sydney Darling Square World Luxury Hotel Awards 2018 – Luxury Historical Hotel and Luxury Hotel & Conference Centre Sofitel Sydney Wentworth 3R Awards for Hotels 2018 InterContinental Hotel, Singapore Frasers Property UK Thames Valley Property Awards – Deal of the Year Frasers Property UK Frasers Property China Suzhou Real Estate Branding Influential Project Award 2017 – by Suzhou Municipal Government together with Real Estate Developers Association Suzhou Suzhou Baitang One Residences Project Recognition Award for Outstanding Tax Revenue Contribution (>RMB 100mil) by Wuhou District Government, Chengdu Chengdu Logistics Hub (A-Space) Thailand 10th IFLA Asia-Pac Landscape Architecture (LA) Awards 2017 – Award of Excellence One Bangkok EDGE (Excellence in Design for Greater Efficiencies) Certificate 2017 TPARK Bangplee 4 MIPIM Asia Awards – Best Futura Project 2017 One Bangkok Enterprise-Wide Risk Management Enterprise-wide Risk Management (ERM) is an essential part of the business strategy of the Group. We maintain a risk management system to proactively manage risks at the strategic, tactical and operational level to support the achievement of our business objectives and corporate strategies. Through active risk management at all levels, the FPL management (the Management) creates and preserves value for the Group. The Board of Directors (Board) is responsible for the governance of risks across the Group and ensuring that the Management maintains a sound system of risk management and internal controls to achieve the business objective. It is assisted by the Risk Management Committee (RMC) to oversee the Group’s ERM framework, determine the risk appetite and risk strategy, assess the Group’s risk profile, material risks, and mitigation plans, as well as to ensure the adequacy and effectiveness of risk management policies and procedures. The RMC comprises members of the Board who meet quarterly to review material risk issues and the mitigating strategies for such risks. All material risks and risk issues are reported to the RMC for review. The RMC, on behalf of the Board, approves the Group’s risk tolerance statements, which set out the nature and extent of the significant risks that the Group is willing to take in achieving our business objectives. The risk tolerance statements are supported by the risk thresholds which have been developed by Management. These thresholds set the risk boundaries in various strategic and operational areas and serve as a guide for Management in their decision making. The risk tolerance status is reviewed and monitored closely by Management. Any risk that has escalated beyond its threshold will be highlighted and addressed and, together with its associated action plan, will be reported to the RMC. Risk management process To facilitate a consistent and cohesive approach to ERM, we have developed a risk management framework and process. We adopt a robust risk management framework to maintain a high level of corporate discipline and governance. The risk management process is implemented by Management for the identification and management of risks of the Group. The process consists of risk identification, risk assessment and evaluation, risk treatment, risk monitoring and reporting. The ERM framework links FPL’s risk management process with the Group’s strategic/tactical objectives and operations. Risks are identified and assessed, and mitigating measures developed to address and manage those risks. The ERM framework and process are summarised in an ERM policy for employees. The risk management process is integrated and coordinated across the businesses of the Group. The ERM framework and processes apply to all business units in the Group. The risk ownership lies with the heads of the respective business units who consistently review risks and ensure the control measures are effective. They are responsible for the development, implementation and practice of ERM within the business unit. Emerging risks that have a material impact on the business units are identified, assessed and monitored closely. The risk exposures and potential mitigating measures are tracked in a risk register maintained in a web-based Corporate Risk Scorecard system. Where applicable, Key Risk Indicators are established to provide an early warning signal to monitor risks. Key material risks and their associated mitigating measures are consolidated at the Group level and reported to the RMC quarterly. The Group proactively manages risks at the operational level. Control self-assessment, which promotes accountability and risk ownership, is implemented for key business processes. We have in place a Comfort Matrix framework, which provides an overview of the mitigating strategies, and assurance processes of key financial, operational, compliance and information technology risks. An ERM validation is held at Management level annually. At this annual ERM validation, the heads of business units deliberate on key risks and the corresponding mitigating strategies for their business units, providing assurance to the Group Chief Executive Officer and Group Chief Financial Officer that the business units’ key risks have been identified and monitored, and that the mitigating measures are effective and adequate. The result of the ERM validation for the financial year ended 30 September 2018 was reported and presented to the RMC and the Board. We enhance our risk management culture through various risk management activities. Risk awareness briefings are conducted for all levels during staff orientation. Refresher sessions are also organised for existing staff when required. Periodic discussions of risk and risk issues are held at the business unit level where emerging risks are identified and managed. We seek to improve our risk management processes on an ongoing basis. The Group’s risk management system is benchmarked against the market practice. During the financial year, we improved our business continuity management capability by engaging external professional service providers to conduct a business continuity exercise at the Group Corporate level. An improved Business Continuity Management Programme was also rolled out for the Frasers Hospitality business unit where the Crisis Management Plan, which guides the business unit in the event of a business interruption, was enhanced. The business continuity effort is overseen by the Group Business Continuity Management Committee comprising the key heads of departments and business units. Annual Report 2018 | 143 Enterprise-Wide Risk Management Key risks The Management has been actively monitoring the key material risks that affect the Group. Some material risks include: Country risks (economic, political and regulatory risks) With diversified international operations and investments, the Group is exposed to developments in major economies and key financial and property markets. The risk of adverse changes in the global economy can reduce profits, result in revaluation losses, affect the Group’s ability to sell residential development stock and exit from operations and investments. Inconsistent and frequent changes in regulatory policies as well as security threats may also result in higher operating and investment costs, loss in productivity and disruptions to business operations. We adopt a prudent approach in selecting locations for our investment to mitigate these risks. We put measures in place to monitor the markets closely, such as through maintaining good working relationships and engaging with local authorities, business associations and local contacts, and reviewing expert opinions and market indicators, keeping abreast of economic, political and regulatory changes as well as stepping up the crisis preparedness of FPL’s properties. Emphasis is placed on regulatory compliance in the Group’s operations. Financial risk The Group has global operations and has exposure to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The Group uses derivatives, a mix of fixed and floating rate debt with varying tenors as well as other financial instruments to hedge against foreign exchange and interest rate exposure. Policies and processes are in place to facilitate the monitoring and management of these risks. To manage liquidity risk, we monitor cash flows and maintains sufficient cash or cash equivalents as well as secures funding through multiple sources to ensure that financing, funding and repayment of debt obligation are fulfilled. The Group’s financial risk management is discussed in more detail in Treasury Highlights on pages 90 to 91 and the Notes to the Financial Statements on pages 267 to 274. Human capital risk We view our human capital as a key factor for driving growth. As such, talent management, employee engagement, the retention of key personnel and maintenance of a conducive work environment are important to the Group. In view of these considerations, the Human Resources team has developed and implemented effective reward schemes, succession planning, corporate wellness programmes and staff development programmes. Details on the various programmes and initiatives can be found in the Sustainability Report section of the Annual Report on pages 92 to 139. 144 | Frasers Property Limited Fraud and corruption risk We do not condone any acts of fraud, corruption or bribery by employees in the course of our business activities. The Group has put in place various policies and guidelines, including a Code of Business Conduct and an Anti-bribery policy to guide the employees on business practices, standards and conduct expected while in their employment with the Group. A Whistle-Blowing Policy has also been put in place to provide a clearly defined process and independent feedback channel for employees to report any suspected improprieties in confidence and in good faith, without fear of reprisal. The Audit Committee reviews and ensures that independent investigations and appropriate follow-up actions are carried out. More details can be found in the Corporate Governance section of the Annual Report on pages 158 to159. Information technology (IT) risk The Group places a high priority on information availability, IT governance and IT security. We have put in place group-wide IT policies and procedures to address evolving IT security threats, such as hacking, malware, privileged access, phishing, mobile threats and data-loss. Disaster recovery plans and incident management procedures are developed and tested annually. Measures and considerations have also been taken to enable effective privileged access monitoring, patch management, data security, data protection and safeguard against prolonged service unavailability of critical IT systems. Periodic training is also conducted for new and existing employees to raise IT security awareness. External professional services are engaged to conduct independent vulnerability assessment and penetration tests to further strengthen the IT systems. Environmental, health & safety (EHS) risks We place importance in managing EHS risks in our international operations. We have put in place an EHS policy and EHS management systems in key operation areas to manage the risks. We have achieved OHSAS 18001 (Occupational Health & Safety) and ISO 14001 (Environment) certification for our key operations. The Singapore Retail Mall Management has been certified OHSAS 18001, while the Singapore Office Building Management has achieved the ISO 14001, OHSAS 18001 and ISO 50001 (Energy) certification. In FY18, FH started implementing an EHS management system in accordance to the ISO 14001 and ISO 45001 (updated standard on Occupational Health & Safety) certification in its Singapore properties. Frasers Property Australia’s key operations have been certified ISO 14001 and AS/NZS 4801 (Australia and New Zealand Standard for Occupational Health & Safety). We will continue to extend the coverage of our EHS management systems to a wider scope of operations in the future. FPL sets targets in reducing greenhouse gas emission, energy usage and water consumption within our investment portfolio. More details can be found in the Sustainability Report section of the Annual Report on pages 92 to 139. Frasers Property Limited (“FPL” or the “Company”) is firmly committed to setting and maintaining high standards of corporate governance and corporate transparency, and adheres to sound corporate policies, business practices and system of internal controls. Operating within such a framework allows FPL to safeguard the assets of FPL and its subsidiaries (the “Group”) and interests of shareholders of the Company (the “Shareholders”) whilst pursuing sustainable growth and enhancement of corporate performance and value for Shareholders. Listed on 9 January 2014 on Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Company adheres closely to the principles, guidelines and recommendations under the Code of Corporate Governance 2012 (the “Code”). A. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs The board of directors of the Company (the “Board”) is entrusted with oversight of the business performance and affairs of FPL, and is responsible for the Group’s overall entrepreneurial leadership, strategic direction, risk appetite, performance objectives and long-term success. The Board is also responsible for aligning the interests of the Board and the management of the Company (the “Management”) with that of Shareholders as well as setting good principles of ethics and values. The Board also (a) reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment proposals, (b) monitors the financial performance of the Group and Management’s performance, (c) oversees processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance, (d) assumes responsibility for corporate governance, (e) considers sustainability issues such as environmental and social factors as part of its strategy formulation, and (f) ensures compliance by the Group with relevant laws and regulations. Delegation of Authority on certain Board Matters In order for the Board to efficiently provide strategic oversight of FPL, it delegates specific areas of responsibility to five board committees (each a “Board Committee”, and together, the “Board Committees”) namely, the Board Executive Committee (“EXCO”), the Audit Committee (“AC”), the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Risk Management Committee (“RMC”). Each Board Committee is governed by clear terms of reference (the “Terms of Reference”) which have been approved by the Board. Minutes of all Board Committee meetings are circulated to the Board so that directors of the Company (the “Directors”) are aware of and kept updated as to the proceedings and matters discussed during such meetings. The Company adopts a framework of delegated authorisations in its Manual of Authority (“MOA”). The MOA defines the procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure as well as acquisitions and disposals of assets and investments. The MOA also contains a schedule of matters specifically reserved for approval by the Board. These include approval of annual budgets, financial plans, business strategies and material transactions, such as major acquisitions, divestments, funding and investment proposals. The MOA authorises the EXCO to approve certain transactions up to specified limits, beyond which the approval of the Board needs to be obtained. Below the Board and EXCO levels, there are appropriate delegation of authority and approval sub-limits at Management level, to facilitate operational efficiency. Aligned with the Company’s strategy to develop growth and build scalable platforms in core businesses and geographical markets, the Board has also put in place an internal approval matrix with established authority limits delegated to sub committees formed at various levels of Management, to facilitate the execution of adopted business strategies and operating plans subject to specified authority limits. To address and manage possible conflicts of interest that may arise between Directors’ interests and those of the Group, the Company has put in place appropriate procedures including (i) requiring Directors to declare any conflict of interest on a transaction or proposed transaction with the Group as soon as practicable after the relevant facts have come to their knowledge; and (ii) requiring such Directors to refrain from participating in meetings or discussions (or relevant segments thereof), in addition to abstaining from voting, on any matter in which they are so interested or conflicted. For purchases of property in FPL property projects, there is also a policy which sets out the process and procedure for disclosing, reporting and obtaining of relevant approvals for property purchases made by any Director, the Chief Executive Officer (“CEO”) or any other interested persons (as defined in the Listing Manual of the SGX-ST (the “Listing Manual”) and employees of the Group. Annual Report 2018 | 145 CorporateGovernance ReportMeetings of the Board and Board Committees The Board and its various Board Committees meet regularly, and also as required by business needs or if their members deem it necessary or appropriate to do so. For the financial year ended 30 September 2018 (“FY18”), the Board met six times. During Board meetings, the Directors actively participate, discuss, deliberate and appraise matters requiring their attention and decision. The Directors are also given direct access to the Management team of the Group’s business divisions1 through presentations at Board and Board Committee meetings. Where required or requested by Board members, site visits and meetings with personnel from the Group’s business divisions are also arranged for Directors to have an intimate understanding of the key business operations of each division and to promote active engagement with Management. The Company’s Constitution provides for Board members who are unable to attend physical meetings to participate through telephone conference, video conference or any other forms of electronic or instantaneous communication facilities. The number of Board meetings and Board Committee meetings held in FY18 and the attendance of Directors at these meetings are as follows: Board Board EXCO Audit Committee Risk Management Committee Remuneration Committee Nominating Committee Meetings held for FY18 Mr Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Philip Eng Heng Nee Mr Tan Pheng Hock Mr Wee Joo Yeow Mr Weerawong Chittmittrapap Mr Chotiphat Bijananda Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai 6 5 5 6 6 6 6 5 5 5 6 6 3 3 – 3 – – – 3 – 3 3 3 5 – – 5 – 5 – 5 – – – 5 4 – – 4 3 – – – 4 4 2 4 3 – – 3 3 3 – – – – – – 1 – – 1 1 – – – 1 1 – – Upon appointment, each new Director is issued a formal letter of appointment setting out his or her duties and obligations, including his or her responsibilities as fiduciaries, and where appropriate, how to deal with possible conflicts of interest that may arise. A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities, strategic direction, policies and corporate governance practices of the Group, as well as their statutory and other duties and responsibilities as directors. This programme allows new Directors to get acquainted with Management, and fosters better rapport and facilitates communication with Management. The Directors are kept continually and regularly updated on the Group’s businesses and the regulatory and industry- specific environments in which the entities of the Group operate. Updates on relevant legal, regulatory and technical developments may be in writing or disseminated by way of presentations and/or handouts. The Board is also regularly updated on the latest key changes to any applicable legislation and changes to the listing rules of the SGX-ST (the “Listing Rules”) as well as developments in financial reporting standards, by way of briefings held by the Company’s lawyers and auditors. To ensure the Directors can fulfil their obligations and to continually improve the performance of the Board, all Directors are encouraged to undergo continual professional development during the term of their appointment. In addition, the Directors are also encouraged to be members of the Singapore Institute of Directors (“SID”) and for them to receive updates and training from SID to stay abreast of relevant developments in financial, legal and regulatory requirements, and the business trends. During FY18, the Board was updated on the changes to the Code of Corporate Governance and the Listing Rules. 1 The Group’s business divisions are the Singapore Strategic Business Unit (“SBU”), the Australia SBU, the Hospitality SBU and the International division covering Europe and the rest of Asia. 146 | Frasers Property Limited CorporateGovernance ReportPrinciple 2: Board Composition and Guidance As of 30 September 2018, the Board comprised 10 non-executive Directors and one executive Director, being Mr Panote Sirivadhanabhakdi, who is the Group Chief Executive Officer (the “Group CEO”) of the Company. No alternate directors have been appointed on the Board for FY18. The current composition of the Board provides an appropriate balance and mix of skills, experience and knowledge relevant to the Group, and is well-diversified in terms of age group, gender and nationality. The Directors of the Company are: Mr Charoen Sirivadhanabhakdi (Chairman)(1) Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)(1) Mr Charles Mak Ming Ying Mr Chan Heng Wing(1) Mr Philip Eng Heng Nee Mr Tan Pheng Hock(1) Mr Wee Joo Yeow Mr Weerawong Chittmittrapap(1) Mr Chotiphat Bijananda Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai Note (1) Mr Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr Chan Heng Wing, Mr Tan Pheng Hock and Mr Weerawong Chittmittrapap were re- appointed to the Board at the annual general meeting held on 29 January 2018. The current Board comprises six independent directors (the “Independent Directors”), namely, Mr Charles Mak Ming Ying, Mr Chan Heng Wing, Mr Philip Eng Heng Nee, Mr Tan Pheng Hock, Mr Wee Joo Yeow and Mr Weerawong Chittmittrapap. Based on declarations of independence made by each of these Independent Directors, none of them has any relationship with the Company, its related corporations(1), the Group’s 10% Shareholders(2) or the Company’s officers that could interfere, or reasonably be perceived to interfere, with the exercise of each of their independent business judgment with a view to the best interests of the Company. These six Independent Directors help to uphold good corporate governance at the Board level and their presence facilitates the exercise of objective independent judgement on corporate affairs. Their participation and input also ensure that key issues and strategies are critically reviewed, constructively challenged, fully discussed and thoroughly examined, taking into account the long-term interests of FPL and its Shareholders. As of 30 September 2018, none of the Independent Directors have been on the Board for more than nine years. Notes: (1) (2) The Code defines “related corporations” as having the same meaning under the Companies Act, Chapter 50 i.e. a corporation that is the company’s holding company, subsidiary or fellow subsidiary. The Code defines a ten percent (10%) shareholder as a person who has an interest or interests in one or more voting shares in the company and the total votes attached to that share, or those shares, is not less than ten percent (10%) of the total votes attached to all the voting shares in the company. The NC is of the view that the current size and composition of the Board is appropriate for the scope and nature of the Group’s operations, and facilitates effective decision-making. In line with the Code, taking into account the requirements of the Group’s businesses and the need to avoid undue disruption from changes to the composition of the Board and the Board Committees, the NC is of the view that the current size of the Board is not so large as to be unwieldy, or as would interfere with efficient decision-making. No individual or group dominates the Board’s decision-making process. The Directors are provided with accurate, complete and timely information and have direct and unrestricted access to Management. This gives the Board and the Board Committees sufficient time to critically evaluate and consider issues relevant to the Company and its businesses and operations, and also allows the Directors to effectively carry out their duties and discharge their oversight function. As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group CEO. Mr Panote Sirivadhanabhakdi is the son of the Chairman of the Board. In connection with the aforesaid, the Company notes that it is in compliance with the Code, as its Independent Directors constitute more than half of the members of the Board. Annual Report 2018 | 147 CorporateGovernance ReportBoard Executive Committee The current Board Executive Committee (or EXCO) is made up of the following members: Mr Charoen Sirivadhanabhakdi Chairman Mr Charles Mak Ming Ying Mr Chotiphat Bijananda Mr Wee Joo Yeow Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai Vice-Chairman Vice-Chairman Member Member Member The EXCO formulates the Group’s strategic development initiatives, provides direction for new investments and material financial and non-financial matters to ensure that the Group achieves its desired performance objectives and enhances long-term shareholder value, and oversees the Company’s and the Group’s conduct of business and corporate governance structure. It assists the Board in enhancing its business strategies and contributes towards the strengthening of core competencies of the Group. The EXCO is also empowered to take all possible measures to protect the interests of the Group, review and approve major transactions subject to any specified limits, review and approve corporate values, corporate strategy and corporate objectives, review and approve policies for financial and human resource management, and review both the financial and non-financial performance of the Company and the Group. The EXCO reviews and provides recommendations on matters requiring Board approval, such as country or business strategic matters, business plans, the annual budget, capital structure, investments and divestments. The powers delegated to the EXCO facilitates the decision-making process and allows for quicker response time. The activities and responsibilities of other Board Committees are described in the following sections of this report. The Board views diversity at the Board level as an essential element for driving value in decision-making and proactively seeks as part of its diversity policy, to maintain an appropriate balance of expertise, skills and attributes among the Directors. This is reflected in the diversity of backgrounds and competencies of the Directors, whose competencies range from banking, finance, accounting and legal to relevant industry knowledge, entrepreneurial and management experience, and familiarity with regulatory requirements and risk management. This is beneficial to the Company and Management as decisions by, and discussions with, the Board would be enriched by the broad range of views and perspectives and the breadth of experience of the Directors. The NC is of the view that there is an appropriate balance of expertise and skills amongst the Directors as they collectively bring with them a broad range of complementary competencies and experience. Principle 3: Chairman and Chief Executive Officer As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group CEO. Mr Panote Sirivadhanabhakdi is the son of the Chairman of the Board. None of the CEOs of the Group’s business divisions and the Group CEO are related to each other, and neither is there any other business relationship between or among them. The Chairman leads the Board and ensures its effectiveness by, among other things, steering effective, productive and comprehensive discussions amongst Board members and the Management team on strategic, business and other key issues pertinent to the business and operations of the Group. In addition, the Chairman promotes a culture of openness and debate at Board meetings and ensures, with the support of the company secretary of FPL (the “Company Secretary”), that Directors are provided with clear, complete and timely information in order to make sound, informed decisions. The Chairman encourages active and effective engagement, participation by and contribution from all Directors, and facilitates constructive relations among and between them and Management. With the full support of the Board, the Company Secretary and Management, the Chairman facilitates and encourages the Company in its bid to promote, attain and maintain the highest standards of corporate governance and transparency. The Chairman also ensures that there is overall effective communication to and with Shareholders on the performance of the Group. In turn, the CEOs of the Group’s business divisions are responsible for executing the Group’s strategies and policies, and are accountable to the Board for the conduct and performance of the respective business operations under their charge. 148 | Frasers Property Limited CorporateGovernance ReportLead Independent Director Mr Charles Mak Ming Ying, who has been an Independent Director of the Company since 25 October 2013, was appointed as lead Independent Director (the “Lead Independent Director”) on 8 May 2015. The Lead Independent Director is available to Shareholders if they have concerns for which contact through the normal channels of the Chairman, the Group CEO and the group chief financial officer of the Company (the “Group CFO”) is not available. The Lead Independent Director represents the Independent Directors in responding to Shareholders’ questions that are directed to the Independent Directors as a group, and has the authority to call for meetings of the Independent Directors, where necessary and appropriate, and to provide feedback to the Chairman after such meetings. Principle 4: Board Membership Nominating Committee The Nominating Committee (or NC) is made up of the following Directors: Mr Weerawong Chittmittrapap Chairman Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Chotiphat Bijananda Member Member Member A majority of the members of this Board Committee, including the Chairman, are independent non-executive Directors. The Lead Independent Director, Mr Charles Mak Ming Ying, is a member of the NC. The NC is guided by written Terms of Reference approved by the Board which set out the duties and responsibilities of the NC. The NC’s responsibilities include reviewing the structure, size and composition of the Board, identifying the balance of skills, knowledge and experience required for the Board to discharge its responsibilities effectively, and reviews nominations for appointments to the Board of the Company and its subsidiaries. The NC assesses the independence of each Director, the performance of the Board as a whole, and the contribution of each Director to the effectiveness of the Board. The NC is also required to determine whether Directors who hold multiple board representations are able to and have been devoting sufficient time to discharge their responsibilities adequately. The NC determines annually whether a Director with other listed company board representations and/or other principal commitments is able to and has been adequately carrying out his duties as a director of the Company. The Code recommends that the Board should fix the maximum number of board representations on other listed companies that their directors may hold and that this should be disclosed in the Company’s annual report. Details of such other directorships and other principal commitments of each Director may be found on pages 12 to 17. In determining whether each Director is able to devote sufficient time and attention to discharge his or her duties, the NC has taken cognizance of recommendations under the Code, but is of the view that its assessment should not be restricted to the number of board representations of each Director – and their respective principal commitments – per se. The attendance and contributions by the Directors to and during meetings of the Board and relevant Board Committees and the personal capabilities of the Directors are holistically assessed and taken into account by the NC. The NC has determined that the Directors have devoted sufficient time and attention to the affairs of the Company and have adequately discharged their duties. The NC takes the lead in identifying, evaluating and selecting suitable candidates for new directorships. In its search and selection process, the NC considers factors such as the ability of the prospective candidate to contribute to discussions, deliberations and activities of the Board and Board Committees. It also reviews the composition of the Board, including the mix of expertise, skills and attributes of the Directors, so as to identify needed and/or desired competencies to supplement the Board’s existing attributes. Where it deems necessary or appropriate, the NC may tap on its network of contacts and/or engage external professional headhunters to assist with identifying and shortlisting candidates. Annual Report 2018 | 149 CorporateGovernance ReportThe NC also reviews all nominations for appointments and re-appointments to the Board and to the Board Committees, and submits its recommendations for approval by the Board taking into account an appropriate mix of core competencies for the Board to fulfill its roles and responsibilities. The Company’s Constitution provides that at least one-third of its Directors shall retire from office and are subject to re-election at every annual general meeting of the Company (“AGM”). All Directors are required to retire from office at least once every three years. The NC will assess and evaluate whether Directors retiring at each AGM are properly qualified for reappointment by virtue of their skills, experience and contributions. Newly-appointed Directors during the year must also submit themselves for retirement and re-election at the next AGM immediately following their appointment. The Shareholders approve the appointment or re-appointment of Board members at the AGM. The NC assesses the independence of each Director annually and as and when circumstances require based on the definitions and guidelines of independence set out in the Code and provides its view to the Board for the Board’s consideration. A Director is considered independent if he has no relationship with the Group or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgement, in the best interests of the Company. The Board takes into account the existence of relationships or circumstances, including those identified by the Code, that are relevant in its determination as to whether a Director is independent. During the year, the NC reviewed the appointments of Mr Philip Eng Heng Nee as the chairman of the board of directors of Frasers Hospitality International Pte Ltd (“FHI”) and non-executive chairman of the approval committee of the Hospitality SBU, and was satisfied that such appointments did not affect his continued ability to exercise strong objective judgment and be independent in the expression of his views and in his participation in the deliberation and decision making of the Board and the Board Committees of which he is a member. FHI is a wholly-owned subsidiary of the Company within the Hospitality SBU. The aforesaid appointments commenced on 16 July 2018. For FY18, the NC has performed a review of the independence of the Directors as at 30 September 2018 and following its assessment, has determined the status of each Director as follows: Mr Charoen Sirivadhanabhakdi(1) Khunying Wanna Sirivadhanabhakdi(1) Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Philip Eng Heng Nee Mr Tan Pheng Hock Mr Wee Joo Yeow Mr Weerawong Chittmittrapap Mr Chotiphat Bijananda(2) Mr Panote Sirivadhanabhakdi(3) Mr Sithichai Chaikriangkrai(4) Notes: Non-Independent Non-Independent Independent Independent Independent Independent Independent Independent Non-Independent Non-Independent Non-Independent (1) Each of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are directly or indirectly interested in not less than ten percent (10%) of the total voting shares in the Company through their interests in TCC Assets Limited (“TCCA”) and Thai Beverage Public Company Limited (“ThaiBev”). TCCA has a direct interest of 58.93% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment Limited, holds 28.33% interest in the Company. Mr Charoen Sirivadhanabhakdi is married to Khunying Wanna Sirivadhanabhakdi (2) Mr Chotiphat Bijananda is the son-in-law of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi and a director of TCCA. (3) Mr Panote Sirivadhanabhakdi being a son of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is an immediate family member of a ten percent (10%) shareholder of the Company. (4) Mr Sithichai Chaikriangkrai is a director, the senior executive vice-president and the chief financial officer of ThaiBev. 150 | Frasers Property Limited CorporateGovernance ReportKey Information regarding Directors Key information on the Directors is set out on pages 12 to 17. Principle 5: Board Performance The effectiveness of the Board as a whole, the Board Committees and the contribution by each Director to the effectiveness of the Board is assessed annually. The Board has implemented a formal process for assessing the effectiveness of the Board and its Board Committees and the contribution by each individual Director to the effectiveness of the Board. For FY18, an independent external consultant was appointed to facilitate the process of conducting a Board evaluation survey. The survey is designed to provide an evaluation of current effectiveness of the Board and to support the Chairman and the Board in proactively considering what can enhance the readiness of the Board to address emerging strategic priorities for the Company. As part of the survey, questionnaires were sent by the external consultant to the Directors to obtain feedback, and interviews were conducted to clarify the responses where required. The areas covered in the questionnaires included: (1) Board performance in shaping and adapting the Company’s strategy; (2) Board oversight on the Company’s performance and risk and crisis management; (3) Board composition and structure; (4) Board culture and dynamics, including the Board’s partnership with Management; (5) Board’s role in respect of succession planning for the Board and Management; and (6) the effectiveness of the Board Committees. Based on the NC’s review, the Board and the various Board Committees operate effectively and each Director is contributing to the overall effectiveness of the Board. Principle 6: Access to Information The Company recognises the importance of providing the Board with accurate and relevant information on a timely basis. Management provides the Board with detailed Board papers specifying relevant information and commercial rationale for each proposal for which Board approval is sought. Such information includes relevant financial forecasts, risk analyses and assessments, mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration. Reports on major operational matters, business development activities, financial performance, potential investment opportunities and budgets are circulated to the Board periodically. A calendar of activities is scheduled for the Board a year in advance, with Board papers and agenda items dispatched to Directors about a week before scheduled meetings as far as possible. This is to give Directors sufficient time to review and consider the matters being tabled and/or discussed so that discussions can be more meaningful and productive. Senior Management from the Company’s business divisions attend meetings of the Board and the Board Committees in order to provide input and insight into matters being discussed, and to respond to any queries that the Directors may have. The Board also has separate and independent access to the Company’s Management and the Company Secretary. The Company Secretary is responsible for, among other things, ensuring that Board procedures, the Company’s Constitution and relevant rules and regulations, including disclosure requirements under the Securities and Futures Act, Chapter 289, Companies Act, Chapter 50 and the Listing Rules are complied with. The Company Secretary attends all Board meetings and provides advice and guidance on corporate governance practices and processes. The Company Secretary also facilitates and acts as a channel of communication for the smooth flow of information to and within the Board and its various Board Committees, as well as between and with senior Management. Additionally, the Company Secretary solicits and consolidates Directors’ feedback and evaluation from time to time and facilitates orientation programmes for new Directors and assists with their professional development as required. The Company Secretary is the Company’s primary channel of communication with SGX-ST. The appointment and removal of the Company Secretary is subject to the approval of the Board. Where it is necessary for the efficacious discharge of their duties, the Directors may seek and obtain independent professional advice at the Company’s expense. Annual Report 2018 | 151 CorporateGovernance ReportB. REMUNERATION MATTERS Principle 7: Procedures for Developing Remuneration Policies Remuneration Committee As at 30 September 2018, the Remuneration Committee (or RC) is made up of non-executive Directors, all of whom, including the Chairman, are Independent Directors. It comprises the following members: Mr Philip Eng Heng Nee Mr Charles Mak Ming Ying Mr Chan Heng Wing Chairman Member Member The RC’s main responsibility is to assist the Board in establishing a formal and transparent process for developing policies on executive remuneration and development. The RC reviews the remuneration framework for the non-executive Directors, the Group CEO, key management executives (such as the CEOs of the SBUs of the Company) (the “Key Management Executives”) and other management personnel of the Company. The RC also reviews and makes recommendations on the specific packages and service terms for Group CEO and Key Management Executives for endorsement by the Board. Remuneration Framework The RC reviews for endorsement by the Board, the remuneration framework which covers all aspects of remuneration including salaries, allowances, performance bonuses, grant of share awards and incentives for the Group CEO and the Key Management Executives of the Company and fees for the non-executive Directors. When conducting such reviews, the RC takes into account the performance of the Company and individuals, where applicable. The RC also reviews the level and mix of remuneration and benefits policies and practices (where appropriate) of the Company. No Director is involved in deciding his/her remuneration. Non-executive Directors do not receive options, share-based incentives or bonuses. Mr Panote Sirivadhanabhakdi, the Group CEO and an executive Director, does not receive any fee for serving on the Board and Board Committees. As he is also an associate of a substantial shareholder, he does not participate in the Group’s share-based Restricted Share Plan (“RSP”) and Performance Share Plan (“PSP”). The Group CEO’s long term incentive is based on similar performance targets, performance periods and achievement factors of the RSP and the PSP. Non-independent Directors will also abstain from any decisions relating to the Group CEO’s remuneration. The RC aligns the Group CEO’s leadership, through appropriate remuneration and benefit policies, with the Company’s strategic objectives and key challenges. Performance targets are also set for the Group CEO and his performance is evaluated yearly. In the process of reviewing the remuneration framework, the RC also takes into consideration the Group’s compensation philosophy and principles. Compensation Philosophy The Group seeks to incentivise and reward consistent and sustained performance through market competitive, internally equitable, performance-orientated and shareholder-aligned compensation programmes. This compensation philosophy serves as the foundation for the Group’s remuneration framework, and guides the Group’s remuneration framework and strategies. In addition, the Group’s compensation philosophy seeks to align the aspirations and interests of its employees with the interests of the Group and its Shareholders, resulting in the sharing of rewards for both employees and Shareholders on a sustained basis. The Group’s comprehensive human capital strategy serves to attract, motivate and retain employees. The Group aims to connect employees’ desire to develop and fulfil their aspirations with the growth opportunities afforded by the Group’s ambitious vision and corporate initiatives. 152 | Frasers Property Limited CorporateGovernance ReportCompensation Principles All compensation programme design, determination and administration are guided by the following principles: (a) Pay-for-Performance The Group’s Pay-for-Performance principle encourages excellence, in a manner consistent with the Group’s core values. The Group takes a total compensation approach, which recognises the value and responsibility of each role, and differentiates and rewards performance through its incentive plans. (b) Shareholder Returns Performance measures for incentives are established to drive initiatives and activities that are aligned with both short-term value creation and long-term shareholder wealth creation, thus ensuring a focus on delivering superior shareholder returns. (c) Sustainable Performance The Group believes sustained success depends on the balanced pursuit and consistent achievement of short and long-term goals. Hence, variable incentives incorporate a significant pay-at-risk element to align employees with sustainable performance for the Group. (d) Market Competitiveness The Group aims to be market competitive by benchmarking its compensation levels with relevant comparators accordingly. However, the Group embraces a holistic view of employee engagement that extends beyond monetary rewards. Recognising each individual as unique, the Group seeks to motivate and develop employees through all the levers available to the Group through its comprehensive human capital platform, including learning and development and career advancement through vertical, lateral and diagonal moves within the Group. The RC may from time to time, and where necessary or required, engage external consultants in framing the remuneration policy and determining the level and mix of remuneration for Directors and Management. Among other things, this helps the Company to stay competitive in its remuneration packages. During FY18, Korn Ferry Hay Group was appointed as the Company’s remuneration consultant. The Company does not have any relationship with the remuneration consultant which would affect its independence and objectivity. Principle 8: Level and Mix of Remuneration The Company’s remuneration framework comprises fixed and variable components, which include short-term and long-term incentives. The Company links executive remuneration to Company and individual performance. Company performance is measured based on pre-set financial and non-financial indicators. Individual performance is measured via employee’s annual appraisal based on indicators such as core values, competencies and key result areas. The potential of the employee is also taken into consideration. Fixed Component The fixed component in the Company’s remuneration framework is structured to reward employees for their role performed, and is benchmarked against relevant industry market data. It comprises base salary, fixed allowances and any statutory contribution. Annual Report 2018 | 153 CorporateGovernance Report Variable Component The variable component in the Company’s remuneration framework is structured to incentivise sustained performance in both the short and long term. The variable incentives are measured based on quantitative and qualitative targets, and overall performance will be determined at the end of the year and approved by the RC. 1. Short Term Incentive Plans The short term incentive plans (“STI Plans”) aim to incentivise excellence in performance in the short term. All Key Management Executives are assessed using a balanced scorecard with pre-agreed financial and non-financial Key Performance Indicators (“KPIs”). The financial KPIs consist of Group and, where applicable, SBU targets. Each financial KPI has 3 levels of targets, namely threshold, target and stretch. Non-financial KPIs may include measures on People, Corporate Governance or specified projects. These targets are established prior to each financial year. At the end of the financial year, the achievements are measured against the pre-agreed targets and the final short term incentives of each Key Management Executive are determined. The RC recommends the final short term incentives that are awarded to the Group CEO and Key Management Executives for the Board’s endorsement, taking into consideration any other relevant circumstances. 2. Long Term Incentive Plans The RC administers the Company’s long term incentive plans (“LTI Plans”), namely, the RSP and the PSP(1). Note: (1) The RSP and the PSP were approved by the Board and adopted on 25 October 2013. Through the LTI Plans, the Company seeks to foster a greater ownership culture within the Group by aligning more directly the interests of Group CEO, Key Management Executives and senior executives with the interest of the Shareholders, and for such employees to participate and share in the Group’s growth and success. The RSP is available to a broader base of senior executives compared to the PSP. Its objectives are to increase the Company’s flexibility and effectiveness in its continuing efforts to attract, motivate and retain talented senior executives and to reward these executives for the future performance of the Company. The PSP applies to senior Management in key positions who shoulder the responsibility of the Company’s future performance and who are able to drive the growth of the Company through superior performance. They serve as further motivation to the participants in striving for excellence and delivering long-term shareholder value. Under the RSP and the PSP, the Company grants share-based awards (“Base Awards”) with pre-determined performance targets being set over the relevant performance period. The performance period for the RSP and the PSP are two years and three years respectively. For the RSP, the pre-set targets are Attributable Profit Before Fair Value Adjustment and Exceptional Items and Return on Capital Employed. For the PSP, the pre-set targets are Return on Invested Capital, Total Shareholders’ Return Relative to FTSE ST Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity. The RSP and PSP awards represent the right to receive fully paid shares in the Company (“Shares”), their equivalent cash value or a combination thereof, free of charge, provided certain prescribed performance conditions are met. The final number of Shares to be released (“Final Awards”) will depend on the achievement of the pre-determined targets at the end of the performance period. If such targets are exceeded, more Shares than the Base Awards can be delivered, subject to a maximum multiplier of the Base Awards. The maximum number of Shares which can be released, when aggregated with the number of new Shares issued pursuant to the vesting of awards under the RSP and the PSP will not exceed ten percent (10%) in aggregate of the issued share capital of the Company over the life of the RSP and the PSP of ten years respectively. The RC has absolute discretion to decide on the Final Awards, taking into consideration of any other relevant circumstances. 154 | Frasers Property Limited CorporateGovernance ReportRemuneration Policy in Respect of Executive Directors and Other Key Management Executives The Company advocates a performance-based remuneration system that is highly flexible and responsive to the market, which also takes into account the Company’s performance and that of its employees. In designing the compensation structure, the RC seeks to ensure that the level and mix of remuneration is competitive, relevant and appropriate in finding a balance between current versus long-term compensation and between cash versus equity incentive compensation. Executives who have a greater ability to influence Group outcomes have a greater proportion of overall reward at risk. The RC exercises broad discretion and independent judgement in ensuring that the amount and mix of compensation are aligned with the interests of the Shareholders and promote the long-term success of the Company. Performance Indicators for Key Management Executives As set out above, the Company’s variable remuneration comprises short-term and long-term incentives, taking into account both individual and Company’s performance. In determining the short term incentives, both Group and SBU’s financial and non-financial performance as per the balanced scorecard are taken into consideration. This is to ensure employee remuneration is linked to performance. In relation to long term incentives, the Company has implemented the RSP and the PSP as set out above. The release of long term incentive awards to the Key Management Executives are conditional upon performance targets being met. The performance targets of Attributable Profit Before Fair Value Adjustment and Exceptional Items and Return on Capital Employed (in the case of the RSP) and Return on Invested Capital, Total Shareholders’ Return Relative to FTSE ST Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity (in the case of the PSP) align the interests of the Key Management Executives with the long-term growth and performance of the Company. For FY18, the majority of pre-determined target performance levels for the RSP and the PSP grants were met. Currently, the Company does not have claw-back provisions which allow it to reclaim incentive components of remuneration from its Key Management Executives in exceptional circumstances of misstatement of financial results or misconduct resulting in financial loss. Principle 9: Disclosure on Remuneration Remuneration of Directors and Top Key Management Executives Information on the remuneration of Directors of the Company and Key Management Executives of the Group for FY18 are set out below. Directors of the Company Mr Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Philip Eng Heng Nee Mr Tan Pheng Hock Mr Wee Joo Yeow Mr Weerawong Chittmittrapap Mr Chotiphat Bijananda Mr Panote Sirivadhanabhakdi Mr Sithichai Chaikriangkrai Notes: Remuneration $ –(1) –(1) 312,500 184,500 205,500(2) 109,000 179,500 176,000 211,500 –(3) 205,500 (1) Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi waived payment of Directors’ fees due to them. (2) Excludes $98,750, A$81,000 and $25,161 being payment of directors’ fees from FPL’s subsidiaries, Frasers Centrepoint Asset Management Ltd, Frasers Property Australia Pty Ltd and FHI, respectively. (3) Mr Panote Sirivadhanabhakdi, the Group CEO, who is an executive Director, is not paid director’s fees. Annual Report 2018 | 155 CorporateGovernance ReportRemuneration of Group CEO for Year Ended 30 September 2018 Remuneration ($) Salary % Bonus % Allowances & Benefits % Mr Panote Sirivadhanabhakdi 3,593,897 27 31 15 Remuneration of Key Management Executives for Year Ended 30 September 2018 Salary % Bonus % Allowances & Benefits % Between $3,250,001 and $3,500,000 Mr Rodney Fehring Between $1,250,001 to $1,500,000 Mr Chia Khong Shoong Mr Uten Lohachitpitaks Mr Christopher Tang Kok Kai Between $900,001 to $1,150,000 Mr Choe Peng Sum Mr Loo Choo Leong Aggregate Total Remuneration of Key Management Executives: Notes: 36 41 41 41 50 50 40 25 27 27 14 27 3 5 3 5 6 4 Long Term Incentives(1) % 27(2) Long Term Incentives(1) % 21 29 29 27 30 19 Total % 100 Total % 100 100 100 100 100 100 $9,690,731 (1) (2) The value of long term incentives was calculated based on the closing share price of $2.10 on 22 December 2017. The long term incentives for Mr Panote Sirivadhanabhakdi will be paid in the form of cash based on similar performance targets, performance periods, vesting periods and achievement factors to the RSP and the PSP. There are no existing or proposed service agreements entered into or to be entered into by the Company or any of its subsidiaries with Directors, the Group CEO or other Key Management Executives which provide for compensation in the form of stock options, or pension, retirement or other similar benefits, or other benefits, upon termination of employment. The Company has not disclosed exact details of the remuneration of each Key Management Executive due to the highly competitive human resource environment and the confidential nature of staff remuneration matters. As at 30 September 2018, save for Mr Panote Sirivadhanabhakdi, the Group CEO, there are no employees within the Group who is an immediate family member of a Director or the Group CEO, and whose remuneration exceeds $50,000 during the year. Mr Panote Sirivadhanabhakdi is an immediate family member of the Chairman of the Board. Directors’ Fees The remuneration of non-executive Directors takes into account their level of contribution and their respective responsibilities, being their attendance at Board meetings and Board Committee meetings. No Director decides his own fees. The Company engages consultants to review Directors’ fees by benchmarking such fees against the amounts paid by listed industry peers. Each non-executive Director’s remuneration comprises a basic fee and attendance fees for attending Board and Board Committee meetings. In addition, non-executive Directors who perform additional services in Board Committees are paid an additional fee for such services. The Chairman of each Board Committee is also paid a higher fee compared with the members of the respective Board Committees in view of the greater responsibility carried by that office. 156 | Frasers Property Limited CorporateGovernance ReportFollowing a directors’ fee benchmarking exercise for the non-executive Directors of the Company carried out with the assistance of an external consultant, Korn Ferry Hay Group, the following fee structure was presented to and reviewed by the RC, and endorsed by the Board for FY18: Board – Chairman – Lead Independent Director – Member Audit Committee and EXCO – Chairman – Member Remuneration Committee – Chairman – Member Basic Fee ($) 200,000 120,000 100,000 60,000 30,000 50,000 25,000 Nominating Committee and Risk Management Committee – Chairman – Member 40,000 20,000 Attendance Fee (for physical attendance in Singapore or home country of Director) ($) Attendance Fee (for physical attendance outside Singapore (excluding home country of Director)) ($) Attendance Fee (for attendance via tele / video conference) ($) 3,000 1,500 1,500 3,000 1,500 3,000 1,500 3,000 1,500 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 4,500 per trip 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 Shareholders’ approval was obtained at the AGM of the Company on 29 January 2018, for the payment of the Directors’ fees for FY18 of up to $2 million. Shareholders’ approval will be sought at the 55th AGM on 29 January 2019 for the approval of Directors’ fees proposed for the financial year ending 30 September 2019, up to $2 million. C. ACCOUNTABILITY AND AUDIT Principle 10: Accountability The Board is responsible for providing a balanced and understandable assessment of the Company’s and the Group’s performance, position and prospects, including interim and other price sensitive public reports, and reports to regulators (if required). The Company prepares its financial statements in accordance with the Singapore Financial Reporting Standards prescribed by the Accounting Standards Council. The Board provides Shareholders with quarterly and annual financial reports, and releases its quarterly and full year financial results, other price sensitive information and material corporate developments through announcements to the SGX-ST and, where appropriate, press releases, the Company’s website and media and analysts’ briefings. In communicating and disseminating its results, the Company aims to present a balanced and clear assessment of the Group’s performance, position and prospects. In order to enable the Board to obtain a timely and informed assessment of the Company’s position, Management furnishes accounts to it on a quarterly basis, with monthly management accounts to be provided as the Board may request from time to time. Such reports keep the Board members informed of the Company’s and the Group’s performance, position and prospects. Annual Report 2018 | 157 CorporateGovernance ReportPrinciple 11: Risk Management and Internal Controls The Board is responsible for governing risks and ensuring that Management maintains a sound system of risk management and internal controls. The Company maintains a sound system of risk management and internal controls with a view to safeguarding its assets and Shareholders’ interests. The AC, with the assistance of internal and external auditors, reviews and reports to the Board on the adequacy and effectiveness of the Company’s system of controls, including financial, operational, compliance and information technology controls, established by Management. In assessing the effectiveness of internal controls, the AC ensures primarily that key objectives are met, material assets are properly safeguarded, fraud or errors in the accounting records are prevented or detected, accounting records are accurate and complete, and reliable financial information is prepared in compliance with applicable internal policies, laws and regulations. The importance and emphasis placed by the Group on internal controls is underpinned by the fact that the key performance indicators for Management’s performance consider the findings of the internal auditors and the number of unresolved and/or outstanding issues raised in the process. Risk Management Committee The Board, through the RMC, reviews the adequacy and effectiveness of the Group’s risk management framework and systems to ensure that robust risk management and mitigating controls are in place. The RMC oversees the risk management framework and policies of the Group. It is responsible for, among other things, reviewing the Group’s risk management strategy, policies, enterprise-wide risk management framework, processes and procedures for identifying, measuring, reporting and mitigating key risks in the Group’s businesses and operations. In this regard, key risks and the associated mitigating controls are reported to the Board. Together with the AC, the RMC helps to ensure that Management maintains a sound system of risk management and internal controls to safeguard the interests of Shareholders and the assets of the Group. Through guidance to and discussions with Management, the RMC assists the Board in its determination of the nature and extent of significant risks which the Board is willing to take in achieving the Group’s strategic objectives. The meetings of the RMC are attended by the senior Management of the Group. The meetings serve as a forum to review and discuss material risks and exposures of the Group’s businesses and strategies to mitigate risks. The RMC comprises the following members: Chairman Mr Chotiphat Bijananda Member Mr Charles Mak Ming Ying Mr Chan Heng Wing Member Mr Weerawong Chittmittrapap Member Member Mr Panote Sirivadhanabhakdi Member Mr Sithichai Chaikriangkrai As of 30 September 2018, five out of the six members of the RMC are non-executive Directors, and the RMC comprises three Independent Directors. 158 | Frasers Property Limited CorporateGovernance ReportRisk Management, Risk Tolerance and Internal Controls Assisted by the RMC, the Board determines the risk appetite, assesses the Group’s risk profile, material risks, and mitigation plan, and provides valuable advice to Management in formulating the risk management framework, policies and guidelines, and oversees Management in the implementation of the risk management and internal control systems. The Company has adopted an enterprise-wide risk management framework (“ERM Framework”) to enhance its risk management capabilities. The Board is assisted by the RMC to oversee the Group’s ERM Framework. Key risks, mitigating measures and management actions are continually identified, reviewed and monitored as part of the ERM Framework. Where applicable, financial and operational key risk indicators are put in place to track key risk exposures. Apart from the ERM Framework, key business risks are thoroughly assessed by Management and each significant transaction is comprehensively analysed so that Management understands the risks involved before it is embarked upon. An outline of the Group’s ERM Framework is set out on pages 143 to 144. Periodic updates are provided to the RMC on the Group’s risk profile. These updates include assessments of the Group’s key risks by major business units, highlights of emerging risks, the implementation status of the risk mitigation plan and changes in plans undertaken by Management to manage key risks, as well as reports on risk tolerance status. The Group’s risk tolerance statements have been developed by Management, and approved by the RMC on behalf of the Board. The risk tolerance statements set out the nature and extent of the significant risks that the Group is willing to take in achieving its strategic objectives. The accompanying risk tolerance thresholds, which set the risk boundaries in various strategic and operational areas, are reviewed and monitored closely by Management, and reported to the RMC. To assist the Board in ascertaining the adequacy and effectiveness of the Group’s internal controls, Management has in place a control self-assessment exercise and maps out key operational risks with the existing assurance processes in a comfort matrix every year. Management carries out control self-assessment in key areas of their respective businesses and operations to self- evaluate their internal controls status. Using a comfort matrix of key risks, the material financial, operational, compliance and information technology risks of the Company are documented by the business and operational units and presented against strategies, policies, people, processes, systems, mechanisms and reporting processes that have been put in place. The heads of business units are required to provide the Company with written assurances as to the adequacy and effectiveness of their system of internal controls and risk management. Assurances are also sought from the Company’s internal auditors based on their independent assessments. The Board has received assurance from the Group CEO and the Group CFO of the Company that as at 30 September 2018, (a) the financial records of the Group have been properly maintained and the financial statements for FY18 give a true and fair view of the Group’s operations and finances; (b) the system of internal controls in place for the Group is adequate and effective as at 30 September 2018 to address financial, operational, compliance and information technology risks which the Group considers relevant and material to its operations; and (c) the risk management system in place for the Group is adequate and effective as at 30 September 2018 to address risks which the Group considers relevant and material to its operations. Based on the internal controls established and maintained by the Group, work performed by internal and external auditors, reviews performed by Management and various Board Committees and assurance from the Group CEO and the Group CFO, the Board, with the concurrence of the AC, is of the opinion that the Group’s internal controls were adequate and effective as at 30 September 2018 to address financial, operational, compliance and information technology risks, which the Group considers relevant and material to its operations. Based on the risk management framework established and assurance from the Group CEO and the Group CFO, the Board is of the view that the Group’s risk management system was adequate and effective as at 30 September 2018 to address risks which the Group considers relevant and material to its operations. The Board notes that the system of internal controls and risk management provides reasonable, but not absolute, assurance that the Group will not be  adversely affected by any event that could be reasonably foreseen as it works to achieve its business objectives. In this regard, the Board also notes that no system  of internal controls and risk management  can provide absolute assurance against the occurrence of material errors, poor judgment in decision making, human error, losses, fraud or other irregularities. Annual Report 2018 | 159 CorporateGovernance ReportPrinciple 12: Audit Committee Audit Committee The AC, on behalf of the Board, undertakes the monitoring and review of the system of internal controls. Its main responsibilities are to assist the Board in the discharge of its oversight responsibilities in the areas of internal controls, financial and accounting practices, operational and compliance controls. Significant findings are reported to the Board. The AC is guided by written Terms of Reference endorsed by the Board and which set out its duties and responsibilities. It is duly authorised to investigate any matter within such Terms of Reference, and has full access to and the co-operation of Management, as well as the full discretion to invite any Director or executive officer to attend its meetings. Under the Terms of Reference of the AC, a former partner or director of the Company’s existing auditing firm or auditing corporation shall not act as a member of the AC (a) within a period of 12 months commencing on the date of his ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case (b) for so long as he has any financial interest in the auditing firm or auditing corporation. The AC comprises the following members: Mr Charles Mak Ming Ying Mr Philip Eng Heng Nee Mr Wee Joo Yeow Mr Sithichai Chaikriangkrai Chairman Member Member Member The AC is made up of non-executive Directors, the majority of whom, including the Chairman, are Independent Directors. The members of the AC are appropriately qualified and have recent and/or relevant accounting and related financial management expertise or experience. Their collective wealth of experience and expertise enables them to discharge their responsibilities competently. During the year, the key activities of the AC included the following: • • • • • • • reviewing the quarterly and full-year financial results and related SGX-ST announcements, including the independent auditors’ report, significant financial reporting issues and assessments, to safeguard the integrity in financial reporting, and to ensure compliance with the requirements of the Singapore Financial Reporting Standards; recommending, for the approval of the Board, the quarterly and annual financial results and related SGX-ST announcements; reviewing and evaluating with internal and external auditors, the adequacy and effectiveness of internal control systems, including financial, operational, information technology and compliance controls; reviewing and approving the internal and external audit plans to ensure the adequacy of the audit scope; reviewing with internal and external auditors, the audit reports and their recommendations, and monitoring the timely and proper implementation of any required corrective or improvement measures; reviewing the adequacy and effectiveness of the Group’s internal audit function, including the adequacy of internal audit resources and its appropriate standing within the Group; and reviewing whistle-blowing investigations within the Group and ensuring appropriate follow-up actions, if required. The AC also meets with internal and external auditors without the presence of Management at least once a year to obtain feedback on the competency and adequacy of the finance function and to ascertain if there are any material weaknesses or control deficiencies in the Group’s financial reporting and operational systems. In addition, periodic updates on changes in accounting standards and treatment are prepared by external auditors and circulated to members of the AC so that they are kept abreast of such changes and its corresponding impact on the financial statements, if any. 160 | Frasers Property Limited CorporateGovernance ReportIn the review of the financial statements for FY18, the AC discussed the following key audit matters identified by the external auditors with Management: Key audit matter Review by the AC Valuation of development properties for sale The AC considered the methodology applied to the valuation of development properties held for sale, focusing on development projects in markets faced with challenging conditions or, with slower than expected sales. Where appropriate, the AC had inquired of Management on its basis and its strategy to sell the unsold units. The AC has also considered the findings of the external auditors on Management’s assessment of the net realisable value of these development projects. The AC was satisfied with the approach and assessment adopted by Management in arriving at the net realisable value of the development projects as at 30 September 2018. Valuation of investment properties The AC considered the methodologies and key assumptions applied by the valuers in arriving at the valuation of investment properties. The AC reviewed the outputs from the year-end valuation process of the Group’s investment properties and discussed the details of the valuation with Management, focusing on significant changes in fair value measurements and key drivers of the changes. The AC considered the findings of the external auditors, including their assessment of the appropriateness of valuation methodologies and the underlying key assumptions applied in the valuation of investment properties. The AC was satisfied with the valuation process, the methodologies used and the valuation for investment properties as adopted as at 30 September 2018. Recoverability of intangible assets The AC considered the methodologies and key assumptions applied by Management for its annual impairment tests of the Group’s intangible assets. Significant business acquisitions The AC also considered the external auditors’ findings on Management’s estimates of the recoverable amounts supporting the intangible assets, the methodologies applied and key assumptions used. Where applicable, the AC was briefed on the sensitivity of the key assumptions on the available headroom. The AC was satisfied with the methodologies and key assumptions used in supporting Management’s assessment of the carrying value of the intangible assets as at 30 September 2018. The AC considered Management’s use of independent valuation specialists to assist Management in arriving at its purchase price allocation (“PPA”) assessments. The PPA assessments involved the use of valuation methodologies and certain assumptions to derive the fair value estimates of identified assets and liabilities and the resulting goodwill, if any. The AC also considered the findings of the external auditors on the PPA assessments performed by Management. The AC was satisfied that the PPA exercise was conducted appropriately and the methodologies used and the amounts adopted in the financial statements were appropriate. Annual Report 2018 | 161 CorporateGovernance ReportExternal Auditors The AC makes recommendations to the Board for approval by Shareholders, the appointment and re-appointment and removal of the Company’s external auditors. The external auditors hold office until their removal or resignation. The AC assesses the external auditors based on factors such as the performance and quality of its audit and the independence of the auditors, and recommends its appointment to the Board. In the AGM held on 29 January 2018, KPMG LLP was re- appointed by Shareholders as the external auditors of the Company for FY18. Pursuant to the requirements of the SGX-ST, an audit partner may only be in charge of a maximum of five consecutive annual audits and may then return after two years. KPMG LLP has met this requirement, and the current KPMG LLP audit partner for the Group has been appointed since the AGM held on 29 January 2016. None of the members of the AC were previous partners or directors of the Company’s auditors KPMG LLP and none of the members of the AC hold any financial interest in the Company’s external auditors, KPMG LLP. During the year, the AC conducted a review of the scope and results of audit by the external auditors and its cost effectiveness, as well as the independence and objectivity of the auditors. It also reviewed all non-audit services provided by the external auditors, and the aggregate amount of audit fees paid to them. For details of fees payable to the external auditors in respect of audit and non-audit services for FY18, please refer to Note 4 of the Notes to the Financial Statements on page 215. The AC is satisfied that neither their independence nor their objectivity is put at risk, and that they are still able to meet the audit requirements and statutory obligations of the Company. It is also satisfied with the aggregate amount of audit fees paid to the external auditors. The Company has complied with Rule 712 of the Listing Rules which requires, amongst others, that a suitable auditing firm should be appointed by the Company having regard to these factors. The Company has also complied with Rule 715 of the Listing Rules which requires that the same auditing firm of the Company based in Singapore audits its Singapore- incorporated subsidiaries and significant associated companies, and that a suitable auditing firm be engaged for its significant foreign-incorporated subsidiaries and associated companies. Whistle-Blowing Policy The Company has in place a whistle-blowing policy (the “Whistle-Blowing Policy”). The Whistle-Blowing Policy provides an independent feedback channel through which matters of concern about possible improprieties in matters of financial reporting, suspected fraud and corruption or other matters may be raised by employees and any other persons in confidence and in good faith, without fear of reprisal. The improprieties that are reportable under the Whistle-Blowing Policy include: (a) financial or professional misconduct; (b) improper conduct, dishonest or unethical behaviour, or violence at the workplace; (c) any irregularity or non-compliance with laws/regulations, and/or internal controls; (d) conflicts of interest; (e) health/safety of any individual; and (f) any other improprieties or matters that may adversely affect Shareholders’ interest in, and assets of, the Company and its reputation. The Whistle-Blowing Policy is covered during staff training and periodic communication. All whistle-blowing complaints which are raised are independently investigated and appropriate actions taken by an independent investigation committee as appropriate, and the outcome of each investigation is reported to the AC. The AC reviews and ensures that independent investigations and any appropriate follow-up actions are carried out. 162 | Frasers Property Limited CorporateGovernance ReportPrinciple 13: Internal Audit The Group’s internal audit (“IA”) department (“FPL Group IA”) is responsible for conducting objective and independent assessments on the adequacy and effectiveness of the Group’s system of internal controls, risk management and governance practices. The Head of the FPL Group IA reports directly to the Chairman of the AC and administratively, to the Group CEO. In performing IA services, FPL Group IA has adopted and complies with the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors, Inc. FPL Group IA comprises 20 professional staff. The Head of FPL Group IA and the Singapore-based FPL Group IA staff are members of The Institute of Internal Auditors, Singapore. To ensure that the internal audit activities are effectively performed, FPL Group IA recruits and employs suitably qualified staff with the requisite skills and experience. Such staff are given relevant training and development opportunities to update their technical knowledge and auditing skills. All staff members of FPL Group IA also receive relevant technical training and attend seminars organised by The Institute of Internal Auditors, Singapore and other professional bodies. FPL Group IA operates within the framework of a set of terms of reference as contained in the Internal Audit Charter approved by the AC. The AC is responsible for the hiring, removal, evaluation and compensation of the head of the IA function. The IA function adopts a risk-based audit methodology to develop its audit plans, and its activities are aligned to key risks of the Group. The results of the risk assessments determine the level of focus and the review intervals for the various activities audited. FPL Group IA conducts its audit reviews based on internal audit plans approved by the AC. FPL Group IA has unfettered access to all the Group companies’ documents, records, properties and personnel, including access to the AC members. All audit reports detailing audit findings and recommendations are provided to Management who would respond with the actions to be taken. Each quarter, FPL Group IA would submit reports to the AC on the status of the audit plans and on audit findings and actions taken by Management on such findings. Key findings are highlighted at AC meetings for discussion. The AC monitors the timely and proper implementation of the required follow-up measures undertaken by Management. The AC is satisfied that FPL Group IA has adequate resources and appropriate standing within the Group to perform its functions effectively. Quality assurance reviews on the Group’s IA function are periodically carried out by qualified professionals from an external organisation. The last review was performed in January 2018. D. SHAREHOLDER RIGHTS AND RESPONSIBILITIES Principle 14: Shareholder Rights The Company believes in treating all Shareholders fairly and equitably. It is committed to keeping all Shareholders and other stakeholders and analysts in Singapore and beyond, informed of its corporate activities, including changes (if any) in the Company or its businesses which are likely to materially affect the price or value of its shares, in a timely and consistent manner. Shareholders of the Company are given the opportunity to participate effectively and vote at general meetings of the Company, where relevant rules and procedures governing such meetings (for instance, how to vote) are clearly communicated. Principle 15: Communication with Shareholders The Company prides itself on its high standards of disclosure and corporate transparency. At the Singapore Corporate Awards held on 18 July 2018, FPL was presented a silver award for Best Investor Relations in the category for listed companies with market capitalisation of S$1 billion and above. FPL aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance and progress to Shareholders and the investment community to enable them to make informed investment decisions. The Group’s dedicated Investor Relations (“IR”) team is tasked with, and focuses on, facilitating communications between the Company and its Shareholders, as well as with the investment community. Annual Report 2018 | 163 CorporateGovernance ReportThe IR team communicates regularly with Shareholders, as well as with the investment community, through timely disclosures of material and other pertinent information to the SGX-ST, and quarterly results briefings and conference calls. The IR team also conducts roadshows (together with senior Management), and participates in investor seminars and conferences to keep the market and investors apprised of the Group’s corporate developments and financial performance. During the year, the IR team, together with senior Management, engaged with Singapore and foreign investors at conferences, briefings and calls, non-deal roadshows as well as one-on-one and group meetings. The aim of such engagements is to provide Shareholders and investors with prompt disclosure of relevant information, to enable them to have a better understanding of the Company’s businesses and performance. The Company makes available all its briefing materials to analysts and the media, webcasts of its half-year and full-year results briefings, its financial information, its annual reports, and all announcements to the SGX-ST on its website at frasersproperty.com, with contact details of the IR team for investors to channel their comments and queries. Further details on IR’s activities and responsibilities during the year can be found in the Investor Relations section of the Annual Report on page 88. As previously disclosed in the Introductory Document issued by the Company on 28 October 2013 in connection with its listing on the SGX-ST, the Company intends to recommend dividends of up to 75% of its net profit after tax after considering factors such as its level of cash and reserves, results of operations, business prospects, capital requirements and surplus, general financial condition, contractual restrictions, the absence of any circumstances which might reduce the amount of reserves available to pay dividends and other factors relevant to the Board (including the expected financial performance of the Company). Principle 16: Conduct of Shareholder Meetings An electronic copy of the Annual Report has been uploaded on the Company’s website. Shareholders can access the Annual Report (printed copies are available upon request) at https://investor.frasersproperty.com/publications.html. The Board supports and encourages active shareholder participation at AGMs as it believes that general meetings serve as an opportune forum for Shareholders to meet the Board and senior Management, and to interact with them. The Company’s Constitution allows (a) each Shareholder who is not a relevant intermediary (as defined in the Companies Act, Chapter 50) the right to appoint up to two proxies and (b) each Shareholder who is a relevant intermediary to appoint more than two proxies to attend and vote on their behalf in Shareholders’ meetings. At general meetings, the Company sets out separate resolutions on each substantially separate issue and Shareholders are given the opportunity to raise questions and clarify any issues that they may have relating to the resolutions sought to be passed. Board members and senior Management are present at each Shareholders’ meeting to respond to any questions from Shareholders. The Company’s external auditors are also present to address queries about the conduct of audit and the preparation and content of the auditors’ report. For greater transparency, the Company has implemented electronic poll voting at AGMs. This entails Shareholders being invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing all Shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for, or against, each resolution is then screened at the meeting and announced to the SGX-ST after the meeting. The Company will continue to use the electronic poll voting system at the forthcoming AGM. As the authentication of shareholder identity and other related security and integrity issues still remain a concern, the Company has decided for the time being, not to implement absentia voting methods such as voting via mail, e-mail or fax. The minutes of Shareholders’ meetings which capture the matters approved by Shareholders, voting results and key comments or queries from Shareholders together with responses from the Board and Management are prepared by the Company. These minutes are available to Shareholders upon request specifically made. Listing Rule 1207 sub-Rule (19) on Dealings in Securities The Company has established a procedure for dealings in the securities of the Company, which sets out the implications of insider trading and guidance on such dealings, including the prohibition on dealings with the Company’s securities on short-term considerations. In compliance with Listing Rule 1207(19) of the Listing Manual on best practices on dealing in securities, the Group issues quarterly reminders to its Directors, officers and employees on the restrictions in dealings in listed securities of the Group during the period commencing (i) two weeks prior to the announcement of financial results of each of the first three quarters of the financial year, and (ii) one month before the announcement of full year results, and ending on the date of such announcements. Directors, officers and employees are also reminded not to trade in listed securities of the Group at any time while in possession of unpublished price sensitive information and to refrain from dealing in the Group’s securities on short-term considerations. Directors and CEOs are also required to report their dealings in the Company’s securities within two business days. 164 | Frasers Property Limited CorporateGovernance ReportGUIDELINES FOR DISCLOSURE Guideline Questions How has the Company complied? General (a) Has the Company compiled with all the principles and guidelines of the Code? If not, please state the specific deviations and the alternative practices governance corporate adopted by the Company in lieu of the recommendations in the Code. (a) (“FPL” or the Frasers Property Limited “Company”) has complied in all material respects with the principles and guidelines set out in the Code. (b) In what respect do these alternative practices governance corporate the achieve principles and conform the guidelines in the Code? the objectives of to (b) See above. Board Responsibility Guideline 1.5 What are the types of material transactions which require approval from the Board? Members of the Board Guideline 2.6 (a) What is the Board’s policy with regard identifying director in to diversity nominees? (b) Please state whether the current composition of the Board provides diversity each of the following – skills, experience, gender and knowledge of the Company, and elaborate with numerical data where appropriate. (c) What steps has the Board taken and the to diversity necessary to maximize its effectiveness? balance achieve The Company has a Manual of Authority (“MOA”) which contains a schedule of matters specifically reserved to the Board for approval. In addition to matters such as annual budgets, financial plans and business strategies, Board approval is required for material transactions, such as major acquisitions, divestments, funding and investment proposals. The MOA authorises the Board Executive Committee to approve certain transactions up to specified limits beyond which the approval of the Board needs to be obtained. (a) (b) (c) The Board proactively seeks to maintain an appropriate balance of expertise, skills is and attributes among Directors. This reflected in the diversity of backgrounds and competencies of its Directors. The current competencies of the Board range from banking, finance and accounting to relevant industry knowledge including management experience and familiarity with regulatory requirements and risk management. Please refer to pages 12 to 17 (Write-up on Directors) and pages 147 to 148 of this Annual Report. The Board has delegated the Nominating Committee (the “NC”) to annually review the size and composition of the Board with a view to maintaining an appropriate balance of expertise, skills and attributes taking into account the needs of the FPL and its subsidiaries (the “Group”). Please also refer to Guideline 4.6 below on the process for Board succession planning. Please refer to pages 149 to 150 of this Annual Report. Annual Report 2018 | 165 CorporateGovernance ReportGuideline Questions How has the Company complied? in lead The NC takes the identifying, evaluating and selecting suitable candidates, factoring in the ability of the prospective candidate to contribute to the Board, as well as taking into account the existing mix of expertise, skills and attributes of the Directors to identify needed and/or desired competencies. The NC will assess whether Directors are properly qualified re-appointment by virtue of their skills, experience and contributions. Please also refer to pages 149 to 150 of this Annual Report. for Yes. Please also refer to page 146 of this Annual Report. (i) New Directors are given a letter of appointment setting out, among other things, a Director’s duties and obligations including their responsibilities as fiduciaries and, how to deal with conflicts of interest that may arise. A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities, strategic directions, policies and corporate governance practices of the Group. Please also refer to page 146 of this Annual Report. (ii) Directors are regularly updated on the Group’s businesses and the regulatory and industry-specific environments in which the entities of the Group operate. Updates on good corporate governance relevant legal, regulatory and technical developments may be in writing or disseminated by way of briefings, presentations and/or handouts. Directors are also encouraged to be members of the Singapore Institute of Directors (“SID”) and to receive journal updates and training from SID in order to stay abreast of relevant developments in financial, legal and regulatory requirements. Please also refer to page 146 of this Annual Report. Guideline 4.6 Please describe the board nomination process for the Company in the last financial year for (i) selecting and appointing new directors and incumbent directors (ii) re-electing Guideline 1.6 (a) Are new directors given training? If not, please explain why formal (b) What are the types of information and training provided to (i) new directors and (ii) existing directors to keep them up-to-date? (i) (ii) (a) (b) (b) 166 | Frasers Property Limited CorporateGovernance ReportGuideline Questions How has the Company complied? Guideline 4.4 (a) What is the maximum number of listed company board representations that the Company has prescribed for its directors? What are the reasons for this number? (a) The Company has not prescribed a maximum number of listed company board representations that a Director may hold. Please also refer to page 149 of this Annual Report. (b) If a maximum number has not been determined, what are the reasons? (b) (c) What are the specific considerations in deciding on the capacity of directors? (c) The NC is tasked with determining whether each Director to adequately is able devote sufficient time to discharging their responsibilities to the Company. The NC has taken cognizance of the recommendations of the Code requirement but is of the view that its assessment of a Director’s ability to devote sufficient time to the discharge of his or her duties should not entail a restriction on the number of other board commitments or their other principal commitments. Please also refer to page 149 of this Annual Report. The contributions by Directors to and during meetings of the Board and relevant Board Committees as well as their attendance at such meetings are holistically assessed and taken into account by the NC. Please also refer to pages 149 to 150 of this Annual Report. Board Evaluation Guideline 5.1 (a) What was the process upon which the Board reached the conclusion on its performance for the financial year? (b) Has the Board met its performance objectives? (a) (b) implemented a The Board has formal process for assessing the effectiveness of the Board and its Board committees. For FY18, an independent external consultant was appointed to facilitate the process of conducting a Board evaluation survey. Please refer to page 151 of this Annual Report. Based on the NC’s review, the Board and the various Board Committees operate effectively and each Director is contributing to the overall effectiveness of the Board. Annual Report 2018 | 167 CorporateGovernance ReportGuideline Questions How has the Company complied? Independence of Directors Guideline 2.1 Does the Company comply with the guideline on the proportion of independent directors on the Board? If not, please state the reasons for the deviation and the remedial action taken by the Company Guideline 2.3 (a) Is there any director who is deemed to be independent by the Board, notwithstanding the existence of a relationship as stated in the Code that would otherwise deem him not to be independent? If so, please identify the director and specify the nature of such relationship. As of 1 October 2016, Mr Panote Sirivadhanabhakdi was appointed as the Group CEO. Mr Panote Sirivadhanabhakdi is an immediate family member of the Chairman of the Board. The Company notes that it is in compliance with Guideline 2.2 of the Code, as its Independent Directors makes up half of the Board when the Chairman and the Group CEO are immediate family members. Please also refer to page 147 of this Annual Report. (a) No. Please also refer to pages 149 to 150 of this Annual Report. (b) What are the Board’s reasons for considering him independent? Please provide a detailed explanation. (b) Not applicable. Guideline 2.4 Has any independent director served on the Board for more than nine years from the date of his first appointment? If so, please identify the director and set out the Board’s reasons for considering him independent. No. Disclosure on Remuneration Guideline 9.2 Has the Company disclosed each director’s and the CEO’s remuneration as well as a breakdown (in percentage or dollar terms) into base/fixed salary, variable or performance income/bonuses, benefits –in-kind, stock options granted, share-based incentives and awards, and other long-term incentives? If not, what are the reasons for not disclosing so? related Yes. Please refer to pages 155 to 156 of this Annual Report. (a) Yes. Please refer to page 156 of this Annual Report. Guideline 9.3 (a) management Has the Company disclosed each key personnel’s remuneration, in bands of S$250,000 or in more detail, as well as a breakdown (in percentage or dollar terms) salary, variable or performance-related income/bonuses, benefits in kind, stock options granted, share-based incentives and awards, and other long-term incentives? If not, what are the reasons for not disclosing so? base/fixed into 168 | Frasers Property Limited CorporateGovernance ReportGuideline Questions How has the Company complied? (b) the disclose Please aggregate remuneration paid to the top key management personnel (who are not directors or the CEO). (b) The Company has disclosed the aggregate key remuneration paid management personnel. Please refer to page 156 of this Annual Report. top the to Guideline 9.4 Is there any employee who is an immediate family member of a director or the CEO, and whose remuneration exceeds S$50,000 during the year? If so, please identify the employee and specify the relationship with the relevant director or the CEO. Guideline 9.6 (a) Please describe how the remuneration received by executive directors and key management personnel has been determined by the performance criteria. As at 30 September 2018, save for Mr Panote Sirivadhanabhakdi, the Group CEO, there are no employees within the Group who is an immediate family member of a Director or Group CEO, and whose remuneration exceeds S$50,000 during the year. Mr Panote Sirivadhanabhakdi is an immediate family member of the Chairman of the Board. (a) Please Annual Report. refer to page 155 of this (b) What were performance the conditions used to determine their entitlement under the short-term and long-term incentive schemes? (c) Were all of these performance conditions met? If not, what were the reasons? (b) Please refer to pages 153 to 155 of this Annual Report. (c) Please refer Annual Report. to page 155 of this Risk Management and Internal Controls Guideline 6.1 What types of information does the Company provide to independent directors to enable them to understand its business, the business and financial environment as well as the risks faced by the Company? How frequently is the information provided? The Management provides the Board with detailed Board papers specifying relevant information and commercial rationale for each proposal for which Board approval is sought. Such information includes relevant financial forecasts, risk analyses and assessments, mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration. Reports on major development operational matters, activities, potential investment opportunities and budgets are circulated to the Board periodically. A calendar of activities is scheduled for the Board a year in advance, with Board papers and agenda items dispatched to the Directors about a week before scheduled meetings as far as possible. This is to give Directors sufficient time to review and consider the matters being tabled and/or discussed so that discussions can be more meaningful and productive. Please refer to page 151 of this Annual Report. performance, business financial Annual Report 2018 | 169 CorporateGovernance ReportGuideline Questions How has the Company complied? Guideline 13.1 Does the Company have an internal audit Yes. Please refer to page 163 of this Annual Report. function? If not, please explain why Guideline 11.3 (a) (b) In relation to the major risks faced by the Company, including financial, operational, compliance, information technology and sustainability, please state the bases for the Board’s view on the adequacy and effectiveness of the Company’s internal controls and risk management systems. In respect of the past 12 months, has the Board received assurance from the CEO and the CFO as well as the internal auditor that: (i) the financial records have been properly maintained and the financial statements give true and fair view of the Company’s operations and finances; and (ii) the Company’s risk management and internal control systems are effective? If not, how does the Board assure itself of points (i) and (ii) above? Please refer to page 159 of this Annual Report. The Board has received assurance from the Group CEO and the Group CFO of the Company that as at 30 September 2018, (a) the financial records of the Group have been properly maintained and the financial statements for the year ended 30 September 2018 give a true and fair view of the Group’s operations and finances; (b) the system of internal controls in place for the Group is adequate and effective as at 30 September 2018 to address financial, operational, compliance and information technology risks which the Group considers relevant and material to its operations; and (c) the risk management system in place for the Group is adequate and effective as at 30 September 2018 to address risks which the Group considers relevant and material to its operations. Based on the internal controls established and maintained by the Group, work performed by internal and external auditors, reviews performed by the Management and various Board Committees and assurance from the Group CEO and the Group CFO, the Board, with the concurrence of the AC, is of the opinion that the Group’s internal controls were adequate and effective as at 30 September 2018 to address financial, operational, compliance and information technology risks, which the Group considers relevant and material to its operations. the risk management Based on framework established and assurance from the Group CEO and the Group CFO, the Board is of the view that the Group’s risk management system was adequate and effective as at 30 September 2018 to address risks which the Group considers relevant and material to its operations. Please also refer to page 159 of this Annual Report. 170 | Frasers Property Limited CorporateGovernance ReportGuideline Questions How has the Company complied? Guideline 12.6 (a) Please provide a breakdown of the fees paid in total to the external auditors for audit and non-audit services for the financial year. (a) (b) (b) If the external auditors have supplied a substantial volume of non-audit services to the Company, please state the bases for the Audit Committee’s view on the independence of the external auditors. Guideline 15.4 (a) Company regularly Does the communicate with shareholders and attend to their questions? How often does the Company meet with institutional and retail investors? (a) Please refer to Note 4 of the Notes to the Financial Statements on page 215 of this Annual Report. During the year, the Audit Committee (the “AC”) conducted a review of the scope and results of audit by the external auditors and its cost effectiveness, as well as the independence and objectivity of the auditors. It also reviewed all non-audit services provided by the external auditors, and the aggregate amount of audit fees paid to them. For details of fees payable to the external auditors in respect of audit and non-audit services for the year ended 30 September 2018, please refer to Note 4 of the Notes to the Financial Statements on page 215. The AC is satisfied that neither their independence nor their objectivity is put at risk, and that they are still able to meet the audit requirements and statutory obligations of the Company. is also satisfied with the aggregate amount of audit fees paid to the external auditors. It The Company, through its Investor Relations (the “IR”) team communicates regularly with shareholders and the investment community, with timely disclosures of material and other regular pertinent dialogues and announcements to SGX-ST. Please refer to pages 163 to 164 of this Annual Report. information, through (b) (c) Is this done by a dedicated investor relations team (or equivalent)? If not, who performs this role? (b) Yes. Please refer to pages 163 to 164 of this Annual Report. How does the Company keep shareholders informed of corporate developments, apart from SGXNET announcements and the annual report? (c) IR together with senior team The management participates investor seminars, conferences, one-on-one and group meetings. Please refer to pages 163 to 164 of this Annual Report. in Guideline 15.5 If the Company is not paying any dividends for the financial year, please explain why. Not applicable. Annual Report 2018 | 171 CorporateGovernance Report Financial Statements Contents 173 Directors’ Statement 179 Independent Auditors’ Report 184 Consolidated Profit Statement 185 Consolidated Statement of Comprehensive Income 186 Balance Sheets 187 191 Consolidated Cash Flow Statement 193 Notes to the Financial Statements Statements of Changes in Equity 172 | Frasers Property Limited Directors’ Statement The Directors have pleasure in presenting their statement together with the audited financial statements of Frasers Property Limited (formerly known as Frasers Centrepoint Limited) (the “Company”) and its subsidiaries (the “Group”) for the financial year ended 30 September 2018. 1. OPINION OF THE DIRECTORS In the opinion of the Directors, (i) the consolidated financial statements of the Group set out in pages 184 to 308 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 30 September 2018 and of the financial performance, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended 30 September 2018; and (ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due. The Board of Directors has, on the date of the statement, authorised these financial statements for issue. 2. DIRECTORS The Directors of the Company in office at the date of this statement are: (Chairman) (Vice Chairman) Mr Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Mr Panote Sirivadhanabhakdi Mr Charles Mak Ming Ying Mr Chan Heng Wing Mr Philip Eng Heng Nee Mr Tan Pheng Hock Mr Wee Joo Yeow Mr Weerawong Chittmittrapap Mr Chotiphat Bijananda Mr Sithichai Chaikriangkrai 3. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Neither at the end of, nor at any time during, the financial year was the Company a party to any arrangement whose object was to enable the Directors of the Company to acquire benefits by means of an acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed in this statement. Annual Report 2018 | 173 Directors’ Statement 4. DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (a) The following Directors who held office at the end of the financial year had, according to the register of Directors’ shareholdings, required to be kept under Section 164 of the Companies Act of Singapore (Chapter 50), an interest in the shares in or debentures of the Company and its related corporations (other than wholly-owned subsidiaries) as stated below: Name of Director Charoen Sirivadhanabhakdi – Frasers Property Limited (formerly known as Frasers Centrepoint Limited) • Ordinary Shares – Frasers Property Treasury Pte. Ltd. (formerly known as FCL Treasury Pte. Ltd.) • S$600,000,000 4.88% Subordinated Perpetual Securities (Series 3) • S$700,000,000 5.00% Subordinated Perpetual Securities (Series 5) – Fraser and Neave, Limited • Ordinary Shares – Fraser & Neave Holdings Bhd • Ordinary Shares – TCC Assets Limited • Ordinary Shares Khunying Wanna Sirivadhanabhakdi – Frasers Property Limited (formerly known as Frasers Centrepoint Limited) • Ordinary Shares – Frasers Property Treasury Pte. Ltd. (formerly known as FCL Treasury Pte. Ltd.) • S$600,000,000 4.88% Subordinated Perpetual Securities (Series 3) • S$700,000,000 5.00% Subordinated Perpetual Securities (Series 5) – Fraser and Neave, Limited • Ordinary Shares – Fraser & Neave Holdings Bhd • Ordinary Shares – TCC Assets Limited • Ordinary Shares Direct Interest Deemed Interest As at 1 Oct 2017 As at 30 Sep 2018 As at 1 Oct 2017 As at 30 Sep 2018 – – – – – – 2,541,007,768 (1) 2,541,007,768 (1) – – – – S$250,000,000 (2) S$250,000,000 (2) S$300,000,000 (3) S$300,000,000 (3) 1,270,503,884 (4) 1,270,503,884 (4) 203,470,910 (5) 203,470,910 (5) 25,000 25,000 – – – – – – – – 2,541,007,768 (1) 2,541,007,768 (1) – – – – S$250,000,000 (2) S$250,000,000 (2) S$300,000,000 (3) S$300,000,000 (3) 1,270,503,884 (4) 1,270,503,884 (4) 203,470,910 (5) 203,470,910 (5) 25,000 25,000 – – (1) As of 30 September 2018, Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi are deemed to be interested in an aggregate of 2,541,007,768 shares in the Company. Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi owns 50% of the issued and paid-up share capital of TCC Assets Limited (“TCCA”), and is therefore deemed to be interested in all of the 1,716,160,124 shares in the Company in which TCCA has an interest. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 51% direct interest in Siriwana Company Limited, which in turn holds an aggregate of approximately 45.27% interest in Thai Beverage Public Company Limited (“ThaiBev”). Further, Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 100% direct interest in MM Group Limited (“MM Group”). MM Group holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”) and Golden Capital (Singapore) Limited (“GC”). Maxtop holds a 17.23% direct interest in ThaiBev; RM holds a 3.32% direct interest in ThaiBev; and GC holds a 0.06% direct interest in ThaiBev. ThaiBev holds a 100% direct interest in International Beverage Holdings Limited, which in turn holds a 100% direct interest in InterBev Investment Limited (“IBIL”). Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the 824,847,644 shares in the Company in which IBIL has an interest. 174 | Frasers Property Limited Directors’ Statement 4. DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (CONT’D) (2) As at 30 September 2018, TCC Prosperity Limited (“TCCP”) holds an aggregate of S$250 million perpetual securities issued by Frasers Property Treasury Pte. Ltd. (formerly known as FCL Treasury Pte. Ltd.) (“FPTPL”) on 24 September 2014. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi own all the shares in TCCP in equal shares, and therefore are deemed to be interested in the perpetual securities in which TCCP has an interest. (3) As at 30 September 2018, TCCP holds an aggregate of S$300 million perpetual securities issued by FPTPL on 9 March 2015. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi own all the shares in TCCP in equal shares, and therefore are deemed to be interested in the perpetual securities in which TCCP has an interest. (4) As at 30 September 2018: – – TCCA holds 858,080,062 shares in Fraser and Neave, Limited (“F&N”); and IBIL holds 412,423,822 shares in F&N. Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the shares in F&N in which TCCA and IBIL have an interest. (5) As at 30 September 2018, F&N holds 203,470,910 shares in Fraser & Neave Holdings Bhd. Therefore, each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi has a deemed interest in all of the shares in Fraser & Neave Holdings Bhd in which F&N has an interest. (b) (c) (d) There was no change in any of the abovementioned interests in the Company between the end of the financial year and 21 October 2018, other than as disclosed in this statement. By virtue of Section 4 of the Singapore Securities and Futures Act, Chapter 289, each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is deemed to have interests in the shares of the subsidiaries held by the Company and in the shares of the subsidiaries held by F&N. Except as disclosed in this statement, no director who held office at the end of the financial year had any interest in shares in, or debentures of, the Company, or its related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year. 5. SHARE OPTIONS AND SHARE PLANS (a) Share Options The Company does not have any share option scheme or plans in place, or such scheme of plans that entitled holders to participate, by virtue of the scheme or plans, in any share issue of any other corporation. (b) Share Plans On 25 October 2013, F&N, which was then the sole shareholder of the Company, approved the adoption of the FPL Restricted Share Plan (“RSP”) and FPL Performance Share Plan (“PSP”, and together with the RSP, the “Share Plans”). The RSP and PSP are administered by the Remuneration Committee which, as at the date of this statement, comprise the following three non-executive directors who do not participate in the Share Plans: Mr Philip Eng Heng Nee (Chairman) Mr Charles Mak Ming Ying Mr Chan Heng Wing Annual Report 2018 | 175 Directors’ Statement 5. SHARE OPTIONS AND SHARE PLANS (CONT’D) (c) Share Grants under RSP and PSP Under the RSP and PSP, the Company grants awards to eligible participants annually, referred to herein as “RSP Awards” and “PSP Awards”, respectively. The grant (“Base Award”) represents the right to receive fully paid shares, their equivalent cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met. The Remuneration Committee that administers this scheme has absolute discretion in the granting of awards under the RSP and PSP. The vesting of the RSP Base Award and the PSP Base Award are conditional on the achievement of pre-determined targets set for a two-year performance period and a three-year performance period, respectively. An achievement factor will be determined based on the level of achievement of the pre-determined targets at the end of the respective performance period. The achievement factor will be applied to the relevant Base Award to determine the final number of shares to vest under the RSP Awards and PSP Awards (as the case may be, the “Final Award”). The achievement factor ranges from 0% to 150% for RSP and from 0% to 200% for PSP. At the end of the performance period and after the achievement factor is determined, 50% of the RSP Final Awards will be released upon vesting and the balance will be released in equal number of shares over the subsequent two years upon the fulfilment of service requirements. All PSP Final Awards will be released to the participants at the end of the three-year performance period upon vesting. Pre-determined targets are set by the Remuneration Committee at their absolute discretion for the performance conditions to be met over the performance period. For the RSP, the targets set are the achievement of Attributable Profit Before Fair Value Adjustment and Exceptional Items (APBFE) and Return on Capital Employed (ROCE). For the PSP, the pre-set targets are based on Return on Invested Capital (ROIC), Total Shareholders’ Return Relative to FTSE ST Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity. No awards have been granted to controlling shareholders or their associates, or parent group directors and employees under the RSP and PSP. No awards have been granted to directors of the Company. 176 | Frasers Property Limited Directors’ Statement 5. SHARE OPTIONS AND SHARE PLANS (CONT’D) (c) Share Grants under RSP and PSP (cont’d) No employee other than Mr Lim Ee Seng, the former Group Chief Executive Officer who retired on 30 September 2017, and Mr Rod Fehring, Chief Executive Officer of Frasers Property Australia, have each received 5% or more of the total number of shares available/delivered for the financial year ended 30 September 2018, pursuant to grants under the RSP and PSP. Details of conditional awards available to Mr Lim and Mr Fehring under the RSP and PSP are as follows: Additional Awards / (Awards Reduced) due to Achievement Factor Vested Balance as at 30.9.2018 – – 253,129 253,129 28,441 – 28,441 281,570 (178,125) (181,050) (468,650) (827,825) (287,100) – (287,100) (1,114,925) – 181,050 468,650 649,700 – 293,216 293,216 924,916 Additional Awards / (Awards Reduced) due to Achievement Factor Vested Balance as at 30.9.2018 – (90,800) – – (90,800) (45,325) (221,600) – – (266,925) 45,325 221,600 606,500 497,700 1,371,125 Balance as at 01.10.2017 or Grant Date if later 178,125 362,100 684,171 1,224,396 258,659 293,216 551,875 1,776,271 Balance as at 01.10.2017 or Grant Date if later 90,650 534,000 606,500 497,700 1,728,850 LIM EE SENG Grant Date RSP Awards – Year 1 – Year 2 – Year 3 PSP Awards – Year 2 – Year 3 03.10.2014 19.08.2015 22.12.2015 Sub–Total 19.08.2015 22.12.2015 Sub–Total Total ROD FEHRING Grant Date RSP Awards – Year 2 – Year 3 – Year 4 – Year 5 19.08.2015 22.12.2015 21.12.2016 22.12.2017 Total Annual Report 2018 | 177 Directors’ Statement 6. AUDIT COMMITTEE The Audit Committee carried out its functions in accordance with Section 201B(5) of the Companies Act of Singapore (Chapter 50), which include, inter alia, the following: (i) reviewed the quarterly and full-year financial statements of the Company and of the Group for the financial year and the independent auditors’ report for the full-year prior to approval by the Board; (ii) reviewed the internal and external audit plans to ensure the adequacy of the audit scope; (iii) (iv) (v) reviewed the adequacy and effectiveness of the Group and the Company’s internal controls, including financial, operational and compliance controls and risk management; reviewed with internal and external auditors, the respective audit reports and their recommendations, and monitoring the timely and proper implementation of any required corrective or improvement measures; reviewed the adequacy and effectiveness of the Group’s internal audit function, including the adequacy of internal audit resources and its appropriate standing within the Group; (vi) met with the external and internal auditors, in each case without the presence of the Company’s management to review various audit matters as well as the assistance given by the Company’s management to the external and internal auditors; (vii) reviewed the cost effectiveness, the independence and the objectivity of external auditors, including the nature and extent of non-audit services provided by the external auditors; (viii) recommended to the Board the appointment, re-appointment and removal of the external auditors, and reviewed and approved the remuneration and terms of engagement of the external auditors; and (ix) reviewed interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited’s Listing Manual. Further details regarding the Audit Committee are disclosed in the Corporate Governance Report. Having reviewed the non-audit services provided by the external auditors to the Group, the Audit Committee is satisfied that the nature and extent of such services would not affect the independence of external auditors, and has recommended to the Board of Directors the re-appointment of KPMG LLP as auditors of the Company at the forthcoming Annual General Meeting. 7. AUDITORS The auditors, KPMG LLP, have expressed their willingness to accept re-appointment as auditors. On behalf of the Board Charles Mak Ming Ying Director Singapore 26 November 2018 178 | Frasers Property Limited Panote Sirivadhanabhakdi Director and Group Chief Executive Officer Independent Auditors’ Report MEMBERS OF THE COMPANY FRASERS PROPERTY LIMITED (FORMERLY KNOWN AS FRASERS CENTREPOINT LIMITED) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion We have audited the accompanying consolidated financial statements of Frasers Property Limited (formerly known as Frasers Centrepoint Limited) (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated balance sheet of the Group and balance sheet of the Company as at 30 September 2018, the consolidated profit statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flows statement of the Group, and statement of changes in equity of the Company for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, as set out on pages 184 to 308. In our opinion, the accompanying consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and the Singapore Financial Reporting Standards (“FRSs”) to give a true and fair view of the financial position of the Group and the Company as at 30 September 2018 and the financial performance, changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that date. Basis for opinion We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the ‘Auditors’ responsibilities for the audit of the financial statements’ section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”), together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation of investment properties (Refer to Note 11 to the financial statements) Risk: The Group owns a portfolio of investment properties (including investment properties under construction) comprising serviced residences, commercial and industrial properties that are leased to third parties under operating leases, located mainly in Australia, Germany, the Netherlands, Singapore, Thailand and the United Kingdom. Investment properties represent the largest category of assets on the balance sheet, at $20.64 billion (2017: $15.82 billion) as at 30 September 2018. These investment properties are stated at their fair values based on independent external valuations except for certain overseas properties whereby valuations are performed internally. In addition, investment properties under construction are stated at their fair values as determined by valuers which involves estimating the fair value of the completed investment property and then deducting from that amount the estimated costs to complete the construction and a reasonable profit margin on the construction and development. The valuation process involves significant judgement in determining the appropriate valuation methodology to be used, and in estimating the underlying assumptions to be applied. The valuations are sensitive to key assumptions applied in deriving future cash flows, the capitalisation rates, discount rates and terminal yield rates; where a change in the assumptions can have a significant impact to the valuation. Annual Report 2018 | 179 Independent Auditors’ Report MEMBERS OF THE COMPANY FRASERS PROPERTY LIMITED (FORMERLY KNOWN AS FRASERS CENTREPOINT LIMITED) Our response: We evaluated the qualifications and competence of the valuers and held discussions with the valuers to understand their valuation methods and assumptions and basis used, where appropriate. We considered the valuation methodologies used against those applied by valuers for similar property types. We tested the integrity of inputs of the projected cash flows used in the valuation to supporting leases and other documents. We evaluated the appropriateness of the discount, capitalisation and terminal yield rates used in the valuation by comparing them against historical rates and available industry data, taking into consideration comparability and market factors. Where the rates were outside the expected range, we undertook further procedures to understand the effect of additional factors and, when necessary, held further discussions with the valuers. In addition, for investment properties under construction, we evaluated the estimated cost to complete by comparing the cost incurred to date to management budgets and, where the works were contracted to third parties, agreed to the contracts. We have also tested significant items of the cost components to source documents to ascertain the existence and accuracy of those cost components. Our findings: We found the valuers to be objective and competent. The valuers are members of generally-recognised professional bodies for valuers. The valuation methodologies used are in line with generally accepted market practices and the key assumptions used are within the range of market data. For investment properties under construction, the estimated cost to complete were found to be supported. Recoverability of intangible assets (Refer to Note 16 to the financial statements) Risk: The Group has goodwill and other intangible assets comprising mainly brands and favorable leases and others with an aggregate carrying value of $700.58 million (2017: $763.14 million) as at 30 September 2018. These assets are impaired when their individual carrying value or the carrying value of the cash generating unit (“CGU”) of which the goodwill or intangible asset is allocated to, exceeds their recoverable amount. The recoverable amount is the higher of their fair value less costs of disposal and its value in use. Estimating the recoverable amount involves significant judgement in determining an appropriate model and the underlying assumptions to be applied; coupled with the inherent estimation uncertainties that arise when estimating and discounting future cash flows. The recoverable amount is sensitive to inputs and assumptions underlying the models used. Some of the key inputs and assumptions relate to expectations of future cash flows, growth rates used for extrapolation purposes and discount rates. Our response: We evaluated the Group’s methodology and identification of CGU and assessed indicators of impairment for intangible assets where appropriate. For goodwill, intangible assets with infinite useful life and intangible assets with indicators of impairment, we evaluated the cash flows used in the model against the understanding we obtained about the business through our audit and assess if these cash flows were reasonable. We challenged the appropriateness of key assumptions used by the Group in its impairment testing comprising the discount rate and growth rate by comparing these to externally available market data for reasonableness. We also assessed whether or not the assumptions showed any evidence of management bias with a particular focus on the risk that the forecasted cash flows may not support the carrying value of the intangible assets. Our findings: The methodology and model used by the Group is supported by generally accepted market practices and we found that reasonable assumptions and resulting estimates were made in the determination of recoverable amounts. 180 | Frasers Property Limited Independent Auditors’ Report MEMBERS OF THE COMPANY FRASERS PROPERTY LIMITED (FORMERLY KNOWN AS FRASERS CENTREPOINT LIMITED) Valuation of development properties held for sale (Refer to Note 20 to the financial statements) Risk: The Group has significant residential, industrial and commercial properties held for sale located primarily in Australia, China, Singapore and United Kingdom. These properties have a carrying value of $4.16 billion (2017: $3.45 billion) as at 30 September 2018 and are stated at the lower of their cost and their net realisable values. In arriving at estimates of net realisable values, the Group considered comparable properties and the recent selling prices less the estimated costs of completion and the estimated costs necessary to make the sale. The determination of the estimated net realisable value of these properties is critically dependent upon the Group’s expectations of future selling prices. Our response: We compared the Group’s forecast selling prices to recently transacted prices and prices of comparable properties located in the same vicinity as the development or completed project. We focused our work on projects with slower- than-expected sales or with low or negative margins. For projects with units which are expected to sell below costs, we checked the computations of the foreseeable losses. Our findings: In estimating future selling price for the purpose of management’s assessment, the Group takes into account macroeconomic and real estate price trend information and planned capital management considerations. Management has applied its knowledge of the business in its regular review of these estimates. We found that reasonable estimates were made in the determination of net realisable values and allowance for foreseeable losses. Accounting for business acquisitions (Refer to Note 37 to the financial statements) Risk: The Group makes acquisitions as part of its business strategy. For the financial year ended 30 September 2018, the significant acquisitions were the acquisition of TICON Industrial Connection Public Company Limited (“TICON”) for an aggregate consideration of $177.18 million and the acquisition of Alpha Industrial GmbH & Co. KG. and Alpha Industrial Management GmbH (the “Alpha Acquisition”) for an aggregate consideration of $45.29 million. Such transactions can be complex and judgement is involved in determining whether each transaction is a business combination or an acquisition of an asset, with different accounting treatment applicable. In accounting for a business combination, judgements are applied and there exist inherent uncertainty in estimating the fair value of the identified assets and liabilities that make up the acquisition; and allocating the overall purchase price to those identified assets and liabilities, with any excess or shortfall being recognised as goodwill on the balance sheet or a bargain purchase in the profit statement respectively (the “Purchase Price Allocation”). In relation to the acquisitions, independent professional firms were engaged to assist the Group in arriving at its purchase price allocation assessments. Our response: We have assessed the accounting of the acquisitions by examining legal and contractual documents to determine whether these acquisitions are business combinations or the acquisition of assets. We read the purchase price allocation reports and assessed the allocation of the purchase price to significant identified assets and liabilities acquired. We compared the methodologies and key assumptions used in deriving the significant allocated values to generally accepted market practices and market data. Our findings: The judgements applied by the Group in determining whether the significant acquisitions are business combinations or acquisitions of assets were balanced. The methods and assumptions used in estimating the fair values of significant identified assets and liabilities and the resulting allocation in the purchase price were appropriate. Annual Report 2018 | 181 Independent Auditors’ Report MEMBERS OF THE COMPANY FRASERS PROPERTY LIMITED (FORMERLY KNOWN AS FRASERS CENTREPOINT LIMITED) Other information Management is responsible for the other information. The other information comprises: Corporate Narrative, FPL Group Strategy, Our Businesses, Our Global Presence, Our Milestones, Group Structure, Financial Highlights, Board of Directors, Group Management, Corporate Information, Chairman’s Statement, In Conversation with the Group CEO, Business Review, Investor Relations, Treasury Highlights, Sustainability Report, Awards and Accolades, Enterprise-wide Risk Management, Corporate Governance Report, Directors’ Statement, Particulars of Group Properties, Interested Person Transactions and FPL Fact Sheet but does not include the financial statements and our auditors’ report thereon, which we obtained prior to the date of this auditors’ report, and Shareholding Statistics (the “Reports”), which is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the other information made available to us after the date of this report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors of the Company and take appropriate actions in accordance with SSAs. Responsibilities of management and directors for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets. In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The directors’ responsibilities include overseeing the Group’s financial reporting process. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. 182 | Frasers Property Limited Independent Auditors’ Report MEMBERS OF THE COMPANY FRASERS PROPERTY LIMITED (FORMERLY KNOWN AS FRASERS CENTREPOINT LIMITED) • • • • • Obtain an understanding of internal control relevant to the audit 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 Group’s internal controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. The engagement partner on the audit resulting in this independent auditors’ report is Ronald Tay Ser Teck. KPMG LLP Public Accountants and Chartered Accountants Singapore 26 November 2018 Annual Report 2018 | 183 Consolidated Profit Statement FOR THE YEAR ENDED 30 SEPTEMBER 2018 REVENUE Cost of sales GROSS PROFIT Other income/(losses) Administrative expenses TRADING PROFIT Share of results of joint ventures and associates, net of tax PROFIT BEFORE INTEREST, FAIR VALUE CHANGE, TAXATION AND EXCEPTIONAL ITEMS Interest income Interest expense NET INTEREST EXPENSE PROFIT BEFORE FAIR VALUE CHANGE, TAXATION AND EXCEPTIONAL ITEMS Fair value change on investment properties PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS Exceptional items PROFIT BEFORE TAXATION Taxation PROFIT FOR THE YEAR ATTRIBUTABLE PROFIT: – before fair value change and exceptional items – fair value change – exceptional items Non-controlling interests PROFIT FOR THE YEAR EARNINGS PER SHARE Basic earnings per share Diluted earnings per share The accompanying notes form an integral part of the financial statements. 184 | Frasers Property Limited Group 2018 $’000 2017 $’000 Note 3 4a 4b 4c 4 14 5 6 11 7 8 9 4,311,609 (2,891,564) 4,026,638 (2,842,908) 1,420,045 (4,331) (378,001) 1,183,730 8,871 (288,785) 1,037,713 240,959 903,816 185,229 1,278,672 1,089,045 36,205 (316,325) 32,495 (153,519) (280,120) (121,024) 998,552 636,891 968,021 294,976 1,635,443 (158,523) 1,262,997 (14,974) 1,476,920 (281,637) 1,248,023 (215,732) 1,195,283 1,032,291 507,219 387,779 (136,036) 758,962 436,321 488,245 215,275 (14,397) 689,123 343,168 1,195,283 1,032,291 23.4¢ 23.2¢ 21.5¢ 21.3¢ Consolidated Statement of Comprehensive Income FOR THE YEAR ENDED 30 SEPTEMBER 2018 PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit statement: Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates Other comprehensive income for the year, net of tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO: – shareholders of the Company – holders of perpetual securities – non-controlling interests (Note 13a) TOTAL COMPREHENSIVE INCOME FOR THE YEAR Group 2018 $’000 2017 $’000 1,195,283 1,032,291 27,102 (400,051) 1,372 38,499 116,270 (1,685) (371,577) 153,084 823,706 1,185,375 442,992 82,670 298,044 729,514 68,730 387,131 823,706 1,185,375 The accompanying notes form an integral part of the financial statements. Annual Report 2018 | 185 Balance Sheets AS AT 30 SEPTEMBER 2018 NON-CURRENT ASSETS Investment properties Property, plant and equipment Investments in: – Subsidiaries – Joint ventures – Associates Financial assets Intangible assets Prepayments Other receivables Deferred tax assets Derivative financial instruments CURRENT ASSETS Inventory Properties held for sale Prepaid land and development costs Other prepayments Trade and other receivables Derivative financial instruments Bank deposits Cash and cash equivalents TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Derivative financial instruments Provision for taxation Loans and borrowings NET CURRENT ASSETS NON-CURRENT LIABILITIES Other payables Derivative financial instruments Deferred tax liabilities Loans and borrowings NET ASSETS SHARE CAPITAL AND RESERVES Share capital Retained earnings Other reserves Equity attributable to Owners of the Company NON-CONTROLLING INTERESTS – PERPETUAL SECURITIES NON-CONTROLLING INTERESTS - OTHERS TOTAL EQUITY Note 11 12 13 14 14 15 16 17 18 19 21 20 17 17 18 21 22 22 23 21 24 23 21 19 24 25 26 28 Group Company 30 September 30 September 30 September 30 September 2017 $’000 2017 $’000 2018 $’000 2018 $’000 20,644,479 2,116,054 15,817,282 2,240,724 1,600 – 1,500 1 – 222,729 969,824 8,475 700,578 5,793 385,824 60,803 29,830 25,144,389 4,752 4,156,966 353 54,660 463,901 10,727 448,743 2,136,448 7,276,550 – 265,561 1,166,096 2,162 763,140 3,963 238,692 34,842 4,279 20,536,741 5,491 3,452,219 76,038 50,217 478,582 604 272,205 2,137,275 6,472,631 1,183,048 500 – 2,148 – – 3,812,370 – 8,509 5,008,175 – – – 721 402,292 1,431 – 8,514 412,958 1,799,896 500 – 2,148 – – 3,175,075 – 73 4,979,193 – – – 153 219,583 90 – 45,432 265,258 32,420,939 27,009,372 5,421,133 5,244,451 1,929,873 12,194 201,756 2,642,943 4,786,766 1,611,206 15,051 159,656 1,571,718 3,357,631 342,688 6,938 11,830 – 361,456 205,498 2,090 11,405 – 218,993 2,489,784 27,634,173 3,115,000 23,651,741 51,502 5,059,677 46,265 5,025,458 154,553 35,943 532,396 12,283,207 13,006,099 130,910 87,703 327,803 10,056,126 10,602,542 8,754 7,384 – – 16,138 985 36,726 – – 37,711 14,628,074 13,049,199 5,043,539 4,987,747 1,784,732 6,015,778 (438,459) 7,362,051 1,774,771 5,590,746 (210,839) 7,154,678 2,037,819 9,399,870 5,228,204 14,628,074 1,698,093 8,852,771 4,196,428 13,049,199 1,784,732 3,056,544 202,263 5,043,539 – 5,043,539 – 5,043,539 1,774,771 3,014,352 198,624 4,987,747 – 4,987,747 – 4,987,747 The accompanying notes form an integral part of the financial statements. 186 | Frasers Property Limited Statements of Changes in Equity FOR THE YEAR ENDED 30 SEPTEMBER 2018 Share Capital (Note 25) $’000 Retained Earnings $’000 Other Reserves (Note 26) $’000 Equity Attributable to Owners of the Company $’000 Non- Controlling Interests - Perpetual Securities (Note 28) $’000 Non- Controlling Interests - Others $’000 Total $’000 Total Equity $’000 Group 2018 Opening balance at 1 October 2017 1,774,771 5,590,746 (210,839) 7,154,678 1,698,093 8,852,771 4,196,428 13,049,199 Profit for the year – 679,691 – 679,691 82,670 762,361 432,922 1,195,283 Other comprehensive income Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates Other comprehensive income for the year Total comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued (Note 25) Employee share-based expense Dividend paid (Note 29) Dividend proposed (Note 29) Transfer to other reserves Total contributions by and distributions to owners Changes in ownership interests in subsidiaries Units issued to non-controlling interests Acquisitions of subsidiaries with non-controlling interests Change in interests in subsidiaries without change in control Issuance costs incurred by subsidiaries Total changes in ownership interests in subsidiaries Total transactions with owners in their capacity as owners Contributions by and distributions to perpetual securities holders Issue of perpetual securities, net of costs Distributions to perpetual securities holders Total contributions by and distributions to perpetual securities holders Closing balance at 30 September 2018 – – – – – – – – – 24,811 (262,882) 24,811 (262,882) 1,372 1,372 (236,699) (236,699) – – – – 24,811 (262,882) 2,291 (137,169) 27,102 (400,051) 1,372 – 1,372 (236,699) (134,878) (371,577) 679,691 (236,699) 442,992 82,670 525,662 298,044 823,706 9,961 – (9,961) – – – – – – (70,305) (180,545) (10,280) 13,185 (180,130) 180,545 10,280 13,185 (250,435) – – 9,961 (261,130) 13,919 (237,250) – – – – – – – – – – – 7,963 (4,840) 3,123 (1,492) – (1,492) 6,471 (4,840) 1,631 9,961 (254,659) 9,079 (235,619) – – – – – – – – – – – – – – – 13,185 (250,435) – – – (270,218) – – 13,185 (520,653) – – (237,250) (270,218) (507,468) – – 489,522 489,522 679,397 679,397 3,123 (159,592) (156,469) (1,492) (5,377) (6,869) 1,631 1,003,950 1,005,581 (235,619) 733,732 498,113 – – – – – – – – – – – – 339,726 339,726 (82,670) (82,670) 257,056 257,056 – – – 339,726 (82,670) 257,056 1,784,732 6,015,778 (438,459) 7,362,051 2,037,819 9,399,870 5,228,204 14,628,074 The accompanying notes form an integral part of the financial statements. Annual Report 2018 | 187 Statements of Changes in Equity FOR THE YEAR ENDED 30 SEPTEMBER 2018 (CONT’D) Share Capital (Note 25) $’000 Retained Earnings $’000 Other Reserves (Note 26) $’000 Equity Attributable to Owners of the Company, Total $’000 Non- Controlling Interests - Perpetual Securities (Note 28) $’000 Non- Controlling Interests - Others $’000 Total $’000 Total Equity $’000 Group 2017 Opening balance at 1 October 2016 1,766,800 5,222,073 (327,733) 6,661,140 1,391,783 8,052,923 3,790,561 11,843,484 Profit for the year – 623,836 – 623,836 68,730 692,566 339,725 1,032,291 Other comprehensive income Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates Other comprehensive income for the year Total comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued (Note 25) Employee share-based expense Dividend paid (Note 29) Dividend proposed (Note 29) Transfer to other reserves Total contributions by and distributions to owners Changes in ownership interests in subsidiaries Units issued to non-controlling interests Acquisitions of subsidiaries with non-controlling interests Change in interests in subsidiaries without change in control Issuance costs incurred by subsidiaries Total changes in ownership interests in subsidiaries Total transactions with owners in their capacity as owners Contributions by and distributions to perpetual securities holders Issue of perpetual securities, net of costs Distributions to perpetual securities holders Total contributions by and distributions to perpetual securities holders Closing balance at – – – – – – – – – 28,337 79,026 28,337 79,026 (1,685) (1,685) 105,678 105,678 – – – – 28,337 79,026 10,162 37,244 38,499 116,270 (1,685) – (1,685) 105,678 47,406 153,084 623,836 105,678 729,514 68,730 798,244 387,131 1,185,375 7,971 – (7,971) – – – – – – (70,058) (180,130) (12,248) 7,865 (179,800) 180,130 12,248 7,865 (249,858) – – 7,971 (262,436) 12,472 (241,993) – – – – – – – – – – – 8,099 (1,256) 6,843 (826) – (826) 7,273 (1,256) 6,017 7,971 (255,163) 11,216 (235,976) – – – – – – – – – – – – – – – 7,865 (249,858) – – – (294,942) – – 7,865 (544,800) – – (241,993) (294,942) (536,935) – – 301,650 301,650 97,798 97,798 6,843 (82,873) (76,030) (826) (2,897) (3,723) 6,017 313,678 319,695 (235,976) 18,736 (217,240) – – – – – – – – – – – – 306,310 306,310 (68,730) (68,730) 237,580 237,580 – – – 306,310 (68,730) 237,580 30 September 2017 1,774,771 5,590,746 (210,839) 7,154,678 1,698,093 8,852,771 4,196,428 13,049,199 The accompanying notes form an integral part of the financial statements. 188 | Frasers Property Limited Statements of Changes in Equity FOR THE YEAR ENDED 30 SEPTEMBER 2018 (CONT’D) Share Capital (Note 25) $’000 Retained Earnings $’000 Other Reserves (Note 26) $’000 Share-based Compensation Reserve $’000 Dividend Reserve $’000 Total Equity $’000 Company 2018 Opening balance at 1 October 2017 1,774,771 3,014,352 198,624 18,494 180,130 4,987,747 Profit for the year Total comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued (Note 25) Employee share-based expense Dividend paid (Note 29) Dividend proposed (Note 29) Total contributions by and distributions to owners Closing balance – – 293,042 293,042 – – – – 9,961 – (9,961) (9,961) – – – 293,042 293,042 – – – – – (70,305) 13,185 (180,130) 13,185 – – (180,130) 13,185 (250,435) (180,545) 180,545 – 180,545 – 9,961 (250,850) 3,639 3,224 415 (237,250) at 30 September 2018 1,784,732 3,056,544 202,263 21,718 180,545 5,043,539 The accompanying notes form an integral part of the financial statements. Annual Report 2018 | 189 Statements of Changes in Equity FOR THE YEAR ENDED 30 SEPTEMBER 2018 (CONT’D) Share Capital (Note 25) $’000 Retained Earnings $’000 Other Reserves (Note 26) $’000 Hedging Reserve $’000 Share-based Compensation Reserve $’000 Dividend Reserve $’000 Total Equity $’000 Company 2017 Opening balance at 1 October 2016 1,766,800 3,033,213 202,100 3,700 18,600 179,800 5,002,113 Profit for the year – 231,327 – – Other comprehensive income Net fair value change of cash flow hedges Total comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued – – – (3,700) (3,700) 231,327 (3,700) (3,700) (Note 25) 7,971 – (7,971) Employee share-based expense Dividend paid (Note 29) Dividend proposed (Note 29) Total contributions by and distributions to owners Closing balance – – – – (70,058) 7,865 (179,800) (180,130) 180,130 7,971 (250,188) 224 at 30 September 2017 1,774,771 3,014,352 198,624 – – – – – – – – – (7,971) – 231,327 – – – (3,700) 227,627 – 7,865 – – (179,800) 7,865 (249,858) – 180,130 – (106) 330 (241,993) 18,494 180,130 4,987,747 The accompanying notes form an integral part of the financial statements. 190 | Frasers Property Limited Consolidated Cash Flow Statement FOR THE YEAR ENDED 30 SEPTEMBER 2018 CASH FLOW FROM OPERATING ACTIVITIES Profit after taxation Adjustments for: Depreciation of property, plant and equipment Fair value change on investment properties Share of results of joint ventures and associates, net of tax Amortisation of intangible assets Impairment of intangible assets (Gain)/loss on disposal of property, plant and equipment Write-back of allowance for doubtful trade receivables Bad debts written off Write-down to net realisable value of properties held for sale Employee share-based expense Gain on acquisitions of subsidiaries Gain on acquisitions of associates Loss on disposal of an associate Net fair value change on derivative financial instruments Interest income Interest expense Tax expense Exchange difference Operating profit before working capital changes Change in trade and other receivables Change in trade and other payables Change in properties held for sale Change in inventory Cash generated from operations Income taxes paid Net cash generated from operating activities CASH FLOW FROM INVESTING ACTIVITIES Acquisition of/development expenditure on investment properties Purchase of property, plant and equipment Proceeds from disposal of investment properties Proceeds from disposal of property, plant and equipment Net investments in/loans to joint ventures and associates Repayments of loans from joint ventures and associates Dividends from joint ventures and associates Settlement of hedging instruments Purchase of financial assets Purchase of intangible assets Interest received Acquisitions of subsidiaries, net of cash acquired Acquisition of non-controlling interests (Placement)/uplift of structured deposits Net cash used in investing activities Note Group 2018 $’000 2017 $’000 12 11 14 16 4b 4a 4a 4c 7 7 4b 5 6 8 12 11 1,195,283 1,032,291 55,766 (636,891) (240,959) 2,961 156,323 (83) (97) 34 30,685 18,880 (17,947) – 20,383 (36,787) (36,205) 316,325 281,637 (113,133) 996,175 (107,219) 287,702 (531,440) 739 645,957 (153,383) 492,574 56,908 (294,976) (185,229) 1,630 – 544 (531) 44 – 17,297 – (6,575) – (659) (32,495) 153,519 215,732 16,110 973,610 41,911 (350,466) 447,140 233 1,112,428 (167,867) 944,561 (1,334,735) (83,742) 476,512 774 (55,745) 39,000 197,312 (34,697) (6,302) (5,696) 31,576 (893,907) (156,899) (183,345) (2,009,894) (830,325) (52,350) – 2,373 (543,466) 127,403 160,074 19,989 – (11,083) 46,010 (736,358) (75,188) 164,135 (1,728,786) The accompanying notes form an integral part of the financial statements. Annual Report 2018 | 191 Consolidated Cash Flow Statement FOR THE YEAR ENDED 30 SEPTEMBER 2018 (CONT’D) CASH FLOW FROM FINANCING ACTIVITIES Contributions from non-controlling interests of subsidiaries without change in control Dividends paid to non-controlling interests Dividends paid to shareholders Proceeds from bank borrowings Repayment of bank borrowings (Repayment)/proceeds from issue of bonds, net of costs Proceeds from issue of perpetual securities, net of costs Distributions to perpetual securities holders Interest paid Issuance costs Repayment of amounts due to non-controlling interests Proceeds from issue of shares by a subsidiary to non-controlling interests Net cash generated from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of exchange rate on opening cash Cash and cash equivalents at end of year Cash and cash equivalents at end of year: Fixed deposits, current Cash and bank balances Bank overdraft, unsecured Cash and cash equivalents at end of year Analysis of Acquisitions of Subsidiaries Net assets acquired: Investment properties Property, plant and equipment Investments in joint ventures and associates Intangible assets Properties held for sale Inventories Non-current assets Trade and other receivables Trade and other payables Provision for taxation Loans and borrowings Deferred tax liabilities (net) Cash and cash equivalents Fair value of net assets Less: Non-controlling interests Less: Amount previously accounted for as an associate Less: Deposits paid Add: Acquisition-related costs capitalised Gain on acquisitions of subsidiaries Loss on disposal of an associate Goodwill on acquisition of subsidiaries Consideration paid in cash Cash and cash equivalents of subsidiaries acquired Cash flow on acquisition, net of cash and cash equivalents acquired The accompanying notes form an integral part of the financial statements. 192 | Frasers Property Limited Group 2018 $’000 2017 $’000 Note 489,522 (270,218) (250,435) 4,034,230 (2,898,574) 523,240 339,726 (82,670) (309,185) (6,869) (9,214) – 1,559,553 42,233 2,135,745 (44,759) 2,133,219 301,650 (294,053) (249,858) 2,471,068 (2,100,491) 966,644 306,310 (68,730) (150,317) (3,723) – 1,159 1,179,659 395,434 1,728,197 12,114 2,135,745 22 24 878,567 1,257,881 2,136,448 (3,229) 2,133,219 804,074 1,333,201 2,137,275 (1,530) 2,135,745 3,714,936 5,384 261,330 68,735 1,723 – 11 49,114 (85,887) (683) (1,801,401) (108,954) 373,627 2,477,935 (679,397) (587,961) – – (17,947) 20,383 54,521 1,267,534 (373,627) 893,907 990,979 247,380 – 433 25,322 45 – 12,957 (38,139) – (434,923) (16,098) 24,315 812,271 (97,798) – (24,691) 14,130 – – 56,761 760,673 (24,315) 736,358 37 These notes form an integral part of the financial statements. The financial statements for the financial year ended 30 September 2018 were authorised for issue in accordance with a resolution of the Directors on 26 November 2018. 1. CORPORATE INFORMATION Frasers Property Limited (formerly known as Frasers Centrepoint Limited) (the “Company”) is a limited liability company incorporated and domiciled in Singapore. On 9 January 2014, the Company commenced trading on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”). TCC Assets Limited, incorporated in the British Virgin Islands, is the immediate and ultimate holding company. The registered office and principal place of business of the Company is located at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958. The principal activity of the Company is investment holding. The principal activities of the significant subsidiaries, joint arrangements and associates are set out in Note 40. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of Preparation The complete set of consolidated financial statements of the Company and its subsidiaries (collectively, the “Group”) and the Group’s interest in equity-accounted investees as at and for the year ended 30 September 2018 are prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are prepared on the historical cost basis except as disclosed in the accounting policies below. The financial statements are presented in Singapore Dollars (“$” or “S$”). All financial information presented in Singapore Dollars has been rounded to the nearest thousand, unless otherwise stated. The Group and the Company have applied the same accounting policies and methods of computation in the preparation of the financial statements for the current financial year and are consistent with those used in the previous financial year. 2.2 Changes in accounting policies (a) Revised standards The Group has applied the following amendments for the first time for the annual period beginning on 1 October 2017: – – – Disclosure Initiative (Amendments to FRS 7); Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to FRS 12); and Clarification of the scope of FRS 112 (Improvements to FRSs 2016). Other than the amendments to FRS 7, the adoption of these amendments did not have any impact on the current or prior period and is not likely to affect future periods. (b) Disclosure Initiative (Amendment to FRS 7) From 1 October 2017, as a result of the amendments to FRS 7, the Group has provided additional disclosure in relation to the changes in liabilities arising from financial activities for the year ended 30 September 2018. Comparative information has not been presented (see Note 24). Annual Report 2018 | 193 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.3 Significant Accounting Judgements and Estimates The preparation of the Group’s consolidated financial statements in conformity with FRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities at the reporting date. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities and which are not readily apparent from other sources. Estimates and underlying assumptions are revised on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. (a) Key Sources of Estimation Uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Revenue Recognition and Estimation of Total Development Costs For Singapore property development projects under progressive payment scheme, the Group recognises revenue and cost of sales from development properties held for sale based on the percentage of completion method. The stage of completion is measured in accordance with the accounting policy stated in Note 2.19. Estimates are required in determining the total estimated development costs which will affect the stage of completion. In making these assumptions, the Group relies on references to information such as current offers and/or recent contracts with contractors and suppliers, estimation of construction and material costs based on historical experience, and the work of professional surveyors and architects. Revenue from development properties held for sale is disclosed in Note 3. (ii) Valuation of Completed Investment Properties The Group’s completed investment properties are stated at their fair values, which are determined annually. The fair values are based on independent professional valuations conducted annually, except for certain overseas properties whereby valuations are performed internally every year and at least once every two years; independent professional valuations are obtained for cross-checking purposes. The fair value of completed investment properties is determined using a combination of the market comparison method, discounted cash flow method and capitalisation method. These estimated market values may differ from the prices at which the Group’s completed investment properties could be sold at a particular time, since actual selling prices are negotiated between willing buyers and sellers. Also, certain estimates require an assessment of factors not within the directors’ control, such as overall market conditions. As a result, actual results of operations and realisation of these completed investment properties could differ from the estimates set forth in these financial statements, and the difference could be significant. The carrying amount of completed investment properties is disclosed in Note 11. The Group’s valuation policies and procedures are disclosed in Notes 11 and 32. (iii) Valuation of Investment Properties under Construction (“IPUC”) IPUC are measured at fair value if they can be reliably determined. If fair values cannot be reliably determined, then IPUC are recorded at cost. The fair values of IPUC are determined using a combination of market comparison method, discounted cash flow method, capitalisation method and residual land value method which considers the significant risks which are relevant to the development process, including but not limited to construction and letting risks. The Group’s valuation policies and procedures are disclosed in Notes 11 and 32. 194 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.3 Significant Accounting Judgements and Estimates (cont’d) (a) Key Sources of Estimation Uncertainty (cont’d) (iv) Net Realisable Value of Properties Held for Sale Properties held for sale are carried at lower of cost and net realisable value. A write-down to net realisable value is made for properties held for sale when the net realisable value has fallen below cost. In arriving at estimates of net realisable values, management considers factors such as current market conditions, recent selling prices of the development properties and comparable development properties less the estimated costs of completion and the estimated costs necessary to make the sale. The carrying amounts of properties held for sale are disclosed in Note 20. (v) Impairment of Intangible Assets Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next five to ten years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and brands recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs are disclosed and further explained in Note 16. The valuations of the goodwill arising from business combinations and brands are disclosed in Notes 16 and 37. (vi) Income Taxes The Group has exposure to income taxes in numerous jurisdictions. Significant assumptions are required in determining the group-wide provision for income taxes. The ultimate tax determination of taxability of income and deductibility of expenses from certain transactions are uncertain during the ordinary course of business. The tax computations of newly created tax consolidated groups arising from business combinations would also be subject to uncertainty and formal assessment by tax authorities. The Group recognises the liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts of provision for taxation, deferred tax assets and liabilities are as disclosed in the Group’s balance sheet. Annual Report 2018 | 195 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.3 Significant Accounting Judgements and Estimates (cont’d) (a) Key Sources of Estimation Uncertainty (cont’d) (vii) Land Appreciation Tax Under the Provisional Regulations on Land Appreciation Tax (“LAT”) implemented upon the issuance of the Provisional Regulations of the People’s Republic of China on 27 January 1995, all gains arising from the transfer of real estate property in China effective from 1 January 1994 are subject to LAT at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditure including amortisation of land use rights, borrowing costs and all property development expenditure. The subsidiaries of the Group engaging in property development business in China are subject to land appreciation tax. However, the implementation of this tax varies amongst China cities and the Group has not finalised its land appreciation tax returns with various tax authorities. Accordingly, significant judgement is required in determining the amount of land appreciation and related taxes. The ultimate tax determination is uncertain during the ordinary course of business. The Group recognises these liabilities based on management’s best estimates. When the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the provisions for land appreciation tax and consequently, corporate income tax in the period in which such determination is made. (b) Critical Judgements made in Applying Accounting Policies In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have significant effects on the amounts recognised in the consolidated financial statements: (i) Operating Lease Commitments – Group as Lessor The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties which are leased out on operating leases. (ii) Classification of Property In determining whether a property is classified as investment property or property, plant and equipment, the Group determines the business model and how much space is allocated to ancillary services. The Group further analyses whether the quantum of other income derived from ancillary services rendered is significant as compared to total revenue and other qualitative factors such as the accommodation and amenities offerings. 196 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.3 Significant Accounting Judgements and Estimates (cont’d) (b) Critical Judgements made in Applying Accounting Policies (cont’d) (iii) Business Combinations The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property. More specifically, consideration is made of the extent to which significant processes are acquired and, in particular, the extent of services provided by the subsidiary (e.g. maintenance, cleaning, security, bookkeeping, hotel services). For example, the Group assessed the acquisitions of the subsidiaries as disclosed in Note 37(a) as purchases of businesses because of the strategic management function and associated processes purchased along with the investment and development properties. When the acquisition of a subsidiary does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred tax is recognised. 2.4 Basis of Consolidation and Business Combinations (a) Basis of Consolidation The financial year of the Company and all its subsidiaries ends on 30 September unless otherwise stated. The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to 30 September. The financial statements of subsidiaries are prepared using consistent accounting policies. Adjustments are made to any dissimilar material accounting policies to conform to the Group’s significant accounting policies. A list of the Group’s significant subsidiaries is disclosed in Note 40. The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Losses within a subsidiary are attributed to the non-controlling interest (“NCI”) even if that results in a deficit balance. (b) Business Combinations Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs, other than those associated with the issue of debt or equity securities, incurred in connection with a business combination are recognised as expenses in the periods in which the costs are incurred and the services are received. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Annual Report 2018 | 197 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.4 Basis of Consolidation and Business Combinations (cont’d) (b) Business Combinations (cont’d) Any contingent consideration payable is recognised at fair value at the acquisition date and included in the consideration transferred. Subsequent changes to the fair value of the contingent consideration is recognised in the profit statement. If the contingent consideration is classified as equity, it is not remeasured until it is finally settled within equity. In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in the profit statement. The Group elects for each individual business combination, whether NCI in the acquiree (if any), that are present ownership interests and entitle their holders to a proportionate share of net assets in the event of liquidation, is recognised on the acquisition date at fair value, or at the NCI’s proportionate share of the acquiree’s identifiable net assets. Other components of NCI are measured on their acquisition date at fair value, unless another measurement basis is required by another FRS. Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of NCI in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. The accounting policy for goodwill is disclosed in Note 2.10(a). When the excess is negative, a bargain purchase is recognised in the profit statement on the acquisition date. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in the profit statement. When share-based payment awards (replacement awards) are exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service. Transactions with NCI NCI represent the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company and are presented separately in the consolidated profit statement and consolidated statement of comprehensive income, and within equity in the consolidated balance sheet, separately from the equity attributable to owners of the Company. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the NCI is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to owners of the Company. Loss of Control Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any NCI and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit statement. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity- accounted investee or as an available-for-sale financial asset depending on the level of influence retained. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. 198 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.4 Basis of Consolidation and Business Combinations (cont’d) (c) Property Acquisitions and Business Combinations Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business. The basis of the judgement is set out in Note 2.3(b)(iii). Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. In such cases, the acquirer shall identify and recognise the individual identifiable asset acquired and liabilities assumed. The cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date. Such a transaction or event does not give rise to goodwill. (d) Acquisitions from entities under common control Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative year presented or, if later, at the date that common control was acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder’s consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity and any gain/loss arising is recognised directly in equity. 2.5 Investments in Subsidiaries A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In the Company’s separate financial statements, impairment losses. investments in subsidiaries are carried at cost less 2.6 Joint Arrangements and Associates A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement is classified either as joint operation or joint venture, based on the rights and obligations of the parties to the arrangement. To the extent the joint arrangement provides the Group with rights to the assets and obligations for the liabilities relating to the arrangement, the arrangement is a joint operation. To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the arrangement is a joint venture. Annual Report 2018 | 199 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.6 Joint Arrangements and Associates (cont’d) (a) Joint Operations The Group recognises in relation to its interest in a joint operation, its: – – – – – assets, including its share of any assets held jointly; liabilities, including its share of any liabilities incurred jointly; revenue from the sale of its share of the output arising from the joint operation; share of the revenue from the sale of the output by the joint operation; and expenses, including its share of any expenses incurred jointly. The Group accounts for the assets, liabilities, revenues and expenses relating to its interests in a joint operation in accordance with the accounting policies applicable to the particular assets, liabilities, revenues and expenses. (b) Joint Ventures and Associates An associate is an entity over which the Group has significant influence over the financial and operating policy decisions of the investee but does not have control or joint control of those policies. Significant influence is presumed to exist when the Group holds 20% or more of the voting power of another entity. The Group accounts for its investments in associates and joint ventures using the equity method from the date on which it becomes an associate or joint venture. On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net fair value of the investee’s identifiable assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the entity’s share of the associate’s or joint venture’s profit or loss in the period in which the investment is acquired. Under the equity method, the investments in associates or joint ventures are carried on the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associates or joint ventures. The profit statement reflects the share of results of the operations of the associates or joint ventures. Distributions received from associates or joint ventures reduce the carrying amount of the investment. Where there has been a change recognised in other comprehensive income (“OCI”) by the associates or joint ventures, the Group recognises its share of such changes in OCI. Unrealised gains and losses resulting from transactions between the Group and associates or joint ventures are eliminated to the extent of the interest in the associates or joint ventures. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investments in associates or joint ventures. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognises the amount in the profit statement. 200 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.6 Joint Arrangements and Associates (cont’d) (b) Joint Ventures and Associates (cont’d) Goodwill that forms part of the carrying amount of an investment in an associate or a joint venture is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate or a joint venture is tested for impairment as a single asset when there is objective evidence that the investment in an associate or a joint venture may be impaired. The financial statements of joint ventures and associates are prepared at the same reporting date as the Group. Where the accounting period of the joint ventures and associates is not co-terminous with that of the Group, the share of results is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the accounting period. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. In the Company’s separate financial statements, interests in joint ventures and associates are carried at cost less impairment losses. 2.7 Investment Properties (a) Completed Investment Properties Completed investment properties are held either to earn rental income or for capital appreciation or both, rather than for use in the production or supply of goods or services, or for administrative purposes, or for sale in the ordinary course of business and are treated as non-current assets. Completed investment properties are measured at cost on initial recognition. Costs include expenditure that is directly attributable to the acquisition of investment properties. Subsequent to recognition, completed investment properties are measured at fair value and gains or losses arising from changes in the fair value of completed investment properties are included in the profit statement in the year in which they arise. Completed investment properties are derecognised when either they have been disposed of or when the completed investment properties are permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of a completed investment property are recognised in the profit statement in the year of retirement or disposal. When an investment property that was previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings. Transfers are made to or from completed investment properties only when there is a change in use. For a transfer from completed investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to completed investment property, the property is accounted for in accordance with the accounting policy for property, plant and equipment up to the date of change in use. (b) Investment Properties under Construction IPUC are initially stated at cost, which includes cost of land and construction, related overhead expenditure and financing charges incurred during the period of construction and up to the completion of construction. IPUC are subsequently measured at fair value annually and on completion, with changes in fair values being recognised in the profit statement when fair value can be measured reliably. When completed, IPUC are transferred to completed investment properties. IPUC for which fair value cannot be determined reliably is measured at cost less impairment. Annual Report 2018 | 201 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.8 Properties Held for Sale (a) Development Properties Held for Sale Development properties held for sale are properties acquired or being constructed for sale in the ordinary course of business, rather than being held for the Group’s own use, rental or capital appreciation. Development properties held for sale are held as inventories and are measured at the lower of cost and net realisable value. The costs of development properties held for sale include: – – – freehold and leasehold rights for land; amounts paid to contractors for construction; and borrowing costs, planning and design costs, costs of site preparation, professional fees for legal services, property transfer taxes, construction overheads and other related costs. Non-refundable commissions paid to sales or marketing agents on the sale of real estate units are expensed when incurred. Net realisable value of development properties held for sale is the estimated selling price in the ordinary course of business, based on market prices at the end of the reporting period and discounted for the time value of money if material, less the estimated costs of completion and the estimated costs necessary to make the sale. Development properties held for sale are stated at cost plus attributable profits less progress billings if their revenue is recognised based on percentage of completion method (see accounting policy for revenue recognition disclosed in Note 2.19). Where revenue is recognised upon completion, development properties held for sale are stated at cost and payments received from purchasers prior to completion are included in “trade and other payables” as “progress billings received in advance”. Progress billings not yet paid by customers are included within “trade and other receivables”. The costs of development properties recognised in the profit statement on disposal are determined with reference to the specific costs incurred on the property sold. When completed, development properties held for sale are transferred to completed properties held for sale. (b) Completed Properties Held for Sale Completed properties held for sale are stated at the lower of cost and net realisable value. Costs include cost of land and construction, related overhead expenditure, and financing charges and other related costs incurred during the period of development. A write-down to net realisable value is made when it is anticipated that the net realisable value has fallen below cost. 202 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.9 Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and any impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use and estimate of the costs of dismantling and removing the items and restoring the site on which they are located when the Group has an obligation to remove the asset or restore the site. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repair are charged to the profit statement. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposal is included in the profit statement. Property, plant and equipment except freehold lands, leasehold lands of more than 100 years and assets under construction, are depreciated on the straight line method so as to write-off the cost of the assets over their estimated useful lives. No depreciation is provided on freehold lands, leasehold lands of more than 100 years and assets under construction. The estimated useful lives of the Group’s property, plant and equipment are as follows: Leasehold lands (less than 100 years) Buildings Equipment, furniture and fittings Others1 1 Others include motor vehicles. Lease term 50 years 2 to 10 years 5 to 10 years Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The estimated useful lives, depreciation method and residual values are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Assets under construction are stated at cost and are not depreciated. Expenditure relating to assets under construction (including borrowing costs) are capitalised when incurred. Depreciation will commence when the development is completed. Reclassification to Investment Property When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified accordingly. Any gain arising on remeasurement is recognised in the profit statement to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognised in OCI and presented in the revaluation reserve in equity. Any loss is recognised immediately in the profit statement. When the property is sold, the related amount in the revaluation reserve is transferred to retained earnings. Annual Report 2018 | 203 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.10 Intangible Assets Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the profit statement in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite useful lives is recognised in the profit statement in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the CGU level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit statement when the asset is derecognised. (a) Goodwill Goodwill acquired in a business combination is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is reviewed for impairment, at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. (b) Brands The brands were acquired in business combinations. The useful lives of the brands are estimated to be indefinite because based on the current market share of the brands, management believes there is no foreseeable limit to the period over which the brands are expected to generate net cash inflows for the Group. (c) Favourable Leases Favourable leases acquired in a business combination are initially measured at cost and are amortised on a straight line basis over the lease term of 35 to 70 years. (d) Software Software are initially capitalised at cost, which includes the purchase prices (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Subsequent to initial recognition, software are amortised to the profit statement on a straight line basis over their estimated useful lives of 3 to 10 years. 204 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.11 Non-Derivative Financial Assets (a) Initial Recognition and Measurement Non-derivative financial assets within the scope of FRS 39 are classified as either non-derivative financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available- for-sale financial assets, as appropriate. Non-derivative financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. When non-derivative financial assets are recognised initially, they are measured at fair value, plus, in the case of non-derivative financial assets not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its non-derivative financial assets at initial recognition. (b) Subsequent Measurement The subsequent measurement of non-derivative financial assets depends on their classification as follows: (i) Loans and Receivables Non-derivative financial assets with fixed or determinable payment that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in the profit statement when the loans and receivables are derecognised or impaired, and through the amortisation process. (ii) Available-for-Sale Financial Assets Available-for-sale financial assets are those that are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are measured at fair value, with any resultant gain or loss recognised in OCI, except that impairment losses, foreign exchange gains and losses on debt instruments and interest calculated using the effective interest method are recognised in the profit statement. The cumulative gain or loss previously recognised in OCI is reclassified from equity to the profit statement as a reclassification adjustment when the financial asset is derecognised. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. (c) Derecognition A non-derivative financial asset is derecognised when the contractual rights to receive cash flows from the asset have expired, or it transfers the rights to receive the contractual cash flows on the non-derivative financial asset in a transaction in which substantially all the risks and rewards of ownership of the non- derivative financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in transferred non-derivative financial assets that is created or retained by the Group is recognised as a separate asset or liability. On derecognition of a non-derivative financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that has been recognised in OCI is recognised in the profit statement. Non-derivative financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Annual Report 2018 | 205 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.12 Cash and Cash Equivalents Cash on hand and in banks and fixed deposits which are held to maturity are classified and accounted for as loans and receivables under FRS 39. The accounting policy is stated in Note 2.11. 2.13 Non-Derivative Financial Liabilities (a) Initial Recognition and Measurement Non-derivative financial liabilities within the scope of FRS 39 are classified as other financial liabilities. The non-derivative financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. Non-derivative financial liabilities are recognised initially at fair value plus directly attributable transaction costs. (b) Subsequent Measurement Subsequent to initial recognition, non-derivative financial liabilities are measured at amortised cost using the effective interest method. (c) Derecognition A non-derivative financial liability is derecognised when the obligation under the liability is discharged or cancelled or has expired. Where an existing non-derivative financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the profit statement. Non-derivative financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. 2.14 Derivative Financial Instruments The Group uses derivative financial instruments to hedge against risks associated with foreign currency and interest rate fluctuations. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through the profit statement. Foreign exchange forward contracts are used to hedge its risks associated primarily with foreign currency fluctuations. Interest rate swaps are used to hedge its risks associated with interest rate fluctuations. Cross currency interest rate swaps and cross currency swaps are also used to hedge its risks associated with foreign currency and interest rate fluctuations. It is the Group’s policy not to trade in derivative financial instruments. Derivatives are initially recognised at fair value; any attributable transaction costs are recognised in the profit statement on the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are measured at their fair value. The changes in fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the profit statement. 206 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.14 Derivative Financial Instruments (cont’d) The Group applies hedge accounting for certain hedging relationships which qualify for hedge accounting. For the purpose of hedge accounting, these hedges are classified as cash flow hedges. On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between the hedging instrument and the hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be ‘highly effective’ in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80% to 125%. Cash Flow Hedges For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in OCI in hedging reserve, while any ineffective portion is recognised immediately in the profit statement. Amounts recognised in OCI are transferred to the profit statement when the hedged transaction affects the profit statement, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. Where the hedged item is a non-financial asset or non-financial liability, the amounts accumulated in equity is retained in OCI and reclassified to the profit statement in the same period or periods during which the non-financial item affects the profit statement. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, amounts previously recognised in shareholders’ equity are transferred to the profit statement. Hedge of Net Investment in a Foreign Operation The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the parent’s functional currency, regardless of whether the net investment is held directly or through an intermediate parent. In the entities’ financial statements, foreign currency differences arising from the re-translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in the profit statement. On consolidation, such differences are recognised in OCI and presented in the foreign currency translation reserve in the shareholders’ equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognised in the profit statement. When the hedged net investment is disposed, the cumulative amount in OCI is transferred to the profit statement. 2.15 Provisions Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Annual Report 2018 | 207 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.16 Impairment (a) Impairment of Non-Financial Assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable amount. An impairment loss is recognised if the carrying amount of an asset or its related CGU exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. Impairment losses of continuing operations are recognised in the profit statement, except for assets that are previously revalued where the revaluation was taken to OCI. In this case, the impairment is also recognised in OCI up to the amount of any previous revaluation. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Reversal of an impairment loss is recognised in the profit statement unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. The Group does not reverse in a subsequent period, any impairment loss recognised for goodwill. (b) Impairment of Financial Assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. (i) Financial Assets Carried at Amortised Cost For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be recognised are not included in a collective assessment of impairment. 208 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.16 Impairment (cont’d) (b) Impairment of Financial Assets (cont’d) (i) Financial Assets Carried at Amortised Cost (cont’d) In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than that suggested by historical trends. If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in the profit statement. When the asset becomes uncollectible, the carrying amount of impaired financial asset is reduced directly or if an amount was charged to the allowance account, the amounts charged to the allowance account are written off against the carrying value of the financial asset. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the profit statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. (ii) Available-for-Sale Financial Assets In the case of equity investments classified as available-for-sale, objective evidence of impairment include (i) significant financial difficulty of the issuer or obligor, (ii) information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in equity instrument may not be recovered; and (iii) a significant or prolonged decline in the fair value of the investment below its costs. ‘Significant’ is to be evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the profit statement, is transferred from equity to the profit statement. Reversals in respect of equity instruments classified as available-for-sale are not recognised in the profit statement. Increase in the fair value after impairment are recognised directly in OCI. Reversals of impairment losses on debt instruments are reversed through the profit statement, if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in the profit statement. Annual Report 2018 | 209 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.17 Income Taxes Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in the profit statement except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: – – temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and – taxable temporary differences arising on the initial recognition of goodwill. The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For investment property that is measured at fair value, the presumption that the carrying amount of the investment property will be recovered through sale has not been rebutted. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 2.18 Borrowing Costs Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditure and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur using the effective interest method. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 210 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.19 Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The following specific recognition criteria must also be met before revenue is recognised: (a) Properties Held for Sale (i) Sale of Completed Properties Revenue from completed properties is recognised when the risks and rewards of ownership have been transferred to the purchaser either through the transfer of legal title or equitable interest in the properties, which is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognised only when all the significant conditions are satisfied. (ii) Sale of Properties under Development The Group recognises revenue on properties under development when the significant risks and rewards of ownership have been transferred to the purchasers. For residential development projects under progressive payment scheme in Singapore, whereby the legal terms in the sales contracts result in continuous transfer of work-in-progress to the purchasers, revenue is recognised based on the percentage of completion method. Under the percentage of completion method, profit is brought into the profit statement only in respect of finalised sales contracts and to the extent that such profit relates to the progress of construction work. The progress of construction work is measured by the proportion of the construction and related costs incurred to date to the estimated total construction and related costs for each project. For executive condominium projects in Singapore, residential development projects under deferred payment scheme in Singapore and overseas development projects, revenue will be recognised upon the transfer of significant risks and rewards of ownership, which generally coincides with the time the development units are delivered to the purchasers. (b) Rental Income Rental and related income from completed investment properties are recognised on a straight line basis over the lease term commencing on the date from which the lessee is entitled to exercise its right to use the leased asset. (c) Hotel Income Revenue from hotel operations is recognised on an accrual basis, upon rendering of the relevant services. (d) Dividends Dividend income is recognised when the Group’s right to receive the payment is established. (e) Interest Income Interest income is recognised using the effective interest method. (f) Management Fees Management fee is recognised on an accrual basis. Annual Report 2018 | 211 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20182. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.20 Foreign Currencies (a) Functional Currency Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the entity (the “functional currency”). The consolidated financial statements and financial statements of the Company are presented in Singapore Dollars, the functional currency of the Company. (b) Foreign Currency Transactions Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries at rates of exchange approximating those ruling at transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rates ruling at the reporting date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rates ruling at the initial transaction dates. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Foreign currency differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in the profit statement except for: (i) (ii) available-for-sale equity instruments (except impairment in which case foreign currency differences that have been recognised in OCI are reclassified to the profit statement); a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and (iii) qualifying cash flow hedges to the extent the hedges are effective. (c) Foreign Currency Translation The results and financial position of foreign operations are translated into Singapore Dollars using the following procedures: – – assets and liabilities are translated at the closing rate ruling at that reporting date; and income and expenses are translated at average exchange rates for the year, which approximates the exchange rates at the dates of the transactions. All resulting exchange differences are taken directly to OCI and accumulated in the foreign currency translation reserve in equity. However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the NCI. When a foreign operation is disposed such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to the profit statement as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to the profit statement as part of the gain or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item that are considered to form part of a net investment in a foreign operation are recognised in OCI and are accumulated in the foreign currency translation reserve in equity. 212 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.21 Employee Benefits (a) Defined Contribution Plan As required by law, the Group makes contributions to state pension schemes in accordance with local regulatory requirements. The pension contributions are recognised as compensation expense in the same period as the employment that gives rise to the contribution. (b) Employee Leave Entitlement Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for leave as a result of services rendered by employees up to the reporting date. (c) Equity Plans For equity-settled share-based payment transactions, the fair value of the services received is recognised as an expense with a corresponding increase in equity over the vesting period during which the employees become unconditionally entitled to the equity instrument. The fair value of the services received is determined by reference to the fair value of the equity instrument granted at the grant date. At each reporting date, the number of equity instruments that are expected to be vested are estimated. The impact of the revision of the original estimates is recognised as an expense and as a corresponding adjustment to equity over the remaining vesting period, unless the revision to the original estimates is due to market conditions. No adjustment is made if the revision or actual outcome differs from the original estimates due to market conditions. For cash-settled share-based payment transactions, the fair value of the goods or services received is recognised as an expense with a corresponding increase in liability. The fair value of the services received is determined by reference to the fair value of the liability. Until the liability is settled, the fair value of the liability is remeasured at each reporting date and at the date of settlement, with any changes in fair value recognised for the period. The proceeds received from the exercise of the equity instruments, net of any directly attributable transaction costs, are credited to share capital when the equity instruments are exercised. 2.22 Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement. (a) As Lessee Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the profit statement. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease payments are recognised as an expense in the profit statement on a straight line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight line basis. Annual Report 2018 | 213 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2.22 Leases (cont’d) (b) As Lessor Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is stated in Note 2.19. Contingent rents are recognised as revenue in the period in which they are earned. 2.23 Exceptional Items Exceptional items are one-off items of income and expense of such size, nature or incidence that their disclosure is relevant to explain the performance of the Group and the Company for the year arising from non-recurring and non-operating transactions. 2.24 Share Capital, Perpetual Securities and Issuance Expenses Proceeds from issuance of ordinary shares are recognised as share capital in equity and incidental costs directly attributable to the issuance of such shares are deducted against share capital. Proceeds from issuance of perpetual securities are recognised in equity and incidental costs directly attributable to the issuance of perpetual securities are deducted against the proceeds from the issue. 2.25 Contingencies A contingent liability is: – – a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group and the Company; or a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised on the balance sheet of the Group and the Company, except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined. 3. REVENUE Properties held for sale: – recognised on completed contract method – recognised on percentage of completion method Rent and related income Hotel income Fee income and others 214 | Frasers Property Limited Group 2018 $’000 2017 $’000 2,112,851 359,896 2,472,747 1,208,296 575,481 55,085 4,311,609 2,085,301 382,040 2,467,341 904,378 597,377 57,542 4,026,638 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20184. TRADING PROFIT Trading profit includes the following: (a) Cost of Sales includes: Group 2018 $’000 2017 $’000 Note Cost of properties held for sale Write-down to net realisable value of properties held for sale Operating costs of investment properties that generated rental income Operating costs of hotels Depreciation of property, plant and equipment Staff costs Defined contribution plans Allowance for doubtful trade receivables Write-back of allowance for doubtful trade receivables 20 12 18 18 (1,958,732) (30,685) (401,603) (306,680) (45,586) (255,544) (17,633) (1,962) 2,059 (1,974,479) – (331,342) (307,271) (45,981) (254,666) (15,979) (2,111) 2,642 (b) Other Income/(Losses) includes: Net fair value change on derivative financial instruments Foreign exchange (loss)/gain Gain/(loss) on disposal of property, plant and equipment Others 36,787 (44,527) 83 3,326 (4,331) 659 4,815 (544) 3,941 8,871 (c) Administrative Expenses includes: Depreciation of property, plant and equipment Amortisation of intangible assets Audit fees paid to: 12 16 (10,180) (2,961) (10,927) (1,630) – Auditors of the Company – Other auditors Non-audit fees paid to: – Auditors of the Company – Other auditors Directors of the Company: – Fee – Remuneration of members of Board Committees Key executive officers: – Remuneration – Provident fund contribution – Employee share-based expense Staff costs Defined contribution plans Employee share-based expense (1,531) (3,801) (742) (1,575) (1,072) (718) (1,234) (2,729) (1,083) (792) (858) (672) (9,743) (105) (3,068) (190,167) (12,073) (15,812) (8,633) (96) (2,447) (145,492) (9,063) (14,850) Annual Report 2018 | 215 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20185. INTEREST INCOME Interest income from loans and receivables: – Related companies – Fixed deposits and bank balances Interest rate swaps: – Unrealised – Realised 6. INTEREST EXPENSE Interest expense: – Loans and borrowings – Related parties Interest rate swaps: – Unrealised – Realised 7. EXCEPTIONAL ITEMS Write-back of/(transaction costs) on acquisition of subsidiaries Non-capitalisable expenses in relation to the acquisitions of properties Gain on acquisitions of associates Gain on acquisitions of subsidiaries (Note 37) Loss on disposal of an associate (Note 14(a)) Impairment of intangible assets Group 2018 $’000 2017 $’000 7,475 27,503 34,978 1,227 – 36,205 7,846 18,894 26,740 1,983 3,772 32,495 Group 2018 $’000 2017 $’000 (313,438) (403) (313,841) (2,184) (300) (316,325) (152,877) – (152,877) (96) (546) (153,519) 2018 $’000 236 – – 17,947 (20,383) (156,323) (158,523) Group 2017 $’000 (20,801) (748) 6,575 – – – (14,974) 216 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20188. TAXATION (a) Components of Income Tax Expense The components of income tax expense for the years ended 30 September are: Based on profit for the year: – Current taxation – Withholding tax – Deferred taxation (Under)/over provision in prior years: – Current taxation – Deferred taxation (b) Tax Recognised in OCI Group 2018 $’000 2017 $’000 (239,619) (12,488) (33,006) (285,113) (122,252) (22,103) (80,637) (224,992) 3,170 306 3,476 (281,637) 65,704 (56,444) 9,260 (215,732) Before tax $’000 2018 Tax expense $’000 Net of tax $’000 Before tax $’000 2017 Tax expense $’000 Net of tax $’000 Group Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates 27,102 (400,051) 1,372 (371,577) – – – – 27,102 38,499 (400,051) 116,270 1,372 (371,577) (1,685) 153,084 – – – – 38,499 116,270 (1,685) 153,084 Annual Report 2018 | 217 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20188. TAXATION (CONT’D) (c) Reconciliation between Tax Expense and Accounting Profit Group 2018 $’000 2017 $’000 Profit before taxation Less: Share of results of joint ventures and associates, net of tax Profit before share of results of joint ventures and associates and taxation 1,476,920 (240,959) 1,235,961 1,248,023 (185,229) 1,062,794 A reconciliation of the statutory tax rate to the Group’s effective tax rate applicable to profit before taxation and share of results of joint ventures and associates, net of tax for the years ended 30 September are as follows: Singapore statutory rate Effect of different tax rates of other countries Income not subject to tax Expenses not deductible for tax purposes Losses not allowed to be set off against future taxable profits Utilisation of previously unrecognised tax losses Overprovision in prior years Tax benefits on current losses not recognised Tax effect of fair value change on investment properties Withholding tax Tax effect of distributions to perpetual securities holders Effective tax rate Group 2018 % 2017 % 17.0 5.5 (4.6) 3.2 2.2 (0.2) (0.3) 1.2 (1.1) 1.0 (1.1) 22.8 17.0 5.8 (5.0) 2.8 1.8 (0.9) (0.7) 0.4 (2.0) 2.1 (1.0) 20.3 218 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 20189. EARNINGS PER SHARE Earnings per share is computed by dividing the Group’s attributable profit (after adjusting for distributions to perpetual securities holders of $79,271,000 (2017: $65,287,000), net of distributions of $3,399,000 (2017: $3,443,000) to perpetual securities holders borne by non-controlling interests) by the weighted average number of ordinary shares in issue during the financial year. In respect of diluted earnings per share, the denominator is adjusted for the effects of dilutive potential ordinary shares, which comprise share awards granted to employees. The following table reflects the profit and share data used in the computation of basic and diluted earnings per share for the years ended 30 September: Attributable profit to shareholders of the Company after adjusting for distributions to perpetual securities holders: – before fair value change and exceptional items – after fair value change and exceptional items Weighted average number of ordinary shares in issue Effects of dilution - share plans Weighted average number of ordinary shares for diluted earnings per share computation Earnings Per Share (“EPS”) (a) Basic earnings per share: – before fair value change and exceptional items – after fair value change and exceptional items (b) On a fully diluted basis: – before fair value change and exceptional items – after fair value change and exceptional items Group 2018 $’000 2017 $’000 427,948 679,691 422,958 623,836 No. of Shares ‘000 ‘000 2,910,558 25,936 2,904,157 26,053 2,936,494 2,930,210 14.70¢ 23.35¢ 14.56¢ 21.48¢ 14.57¢ 23.15¢ 14.43¢ 21.29¢ Annual Report 2018 | 219 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201810. SEGMENT INFORMATION Management determines the business segments based on the reports reviewed and used by the Group CEO (the chief operating decision maker) for strategic decision making and resources allocation. The Group’s reportable operating segments comprise the following strategic business units (“SBU”): (i) (ii) (iii) (iv) Singapore SBU, which encompasses the development, ownership, management and operation of residential, retail and commercial properties held by Frasers Centrepoint Trust (“FCT”), Frasers Commercial Trust (“FCOT”) and non-REIT entities in Singapore. Australia SBU, which encompasses the development, ownership, management and operation of residential, retail, commercial and industrial properties held by non-REIT entities in Australia and New Zealand and logistics properties held by Frasers Logistics and Industrial Trust (“FLT”) in Australia and continental Europe. Hospitality SBU, which encompasses the Group’s hospitality operations and the ownership/management and operation of hotels and serviced apartments held by Frasers Hospitality Trust (“FHT”) and non-REIT entities. Europe and rest of Asia, which comprises development activities and/or ownership and management of investment properties in China, the United Kingdom and continental Europe, Vietnam and Thailand. The SBUs are organised based on their products and services. The Group CEO reviews internal management reports of each SBU at least quarterly. Geographically, management reviews the performance of the businesses in Singapore, Australia, Europe, China and Others. Geographical segment revenue is based on the geographical location of the customers. Geographical segment assets are based on the geographical location of the assets. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before interest, fair value change, taxation and exceptional items (“PBIT”), as included in the internal management reports that are reviewed by the Group CEO. Segment PBIT is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments. Segment assets and liabilities are presented net of inter-segment balances. Inter-segment pricing is determined on arm’s length basis. 220 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201810. SEGMENT INFORMATION (CONT’D) Year ended 30 September 2018 The following table presents financial information regarding business segments: Business Segment Singapore SBU $’000 Australia SBU $’000 Hospitality SBU $’000 Europe and rest of Asia $’000 Corporate and Others $’000 Group $’000 Revenue 1,357,217 1,575,915 802,168 575,762 547 4,311,609 Subsidiaries Joint ventures and associates PBIT Interest income Interest expense Profit before fair value change, taxation and exceptional items Fair value change on investment properties Profit before taxation and exceptional items Exceptional items Profit before taxation Taxation Profit for the year Non-current assets Current assets Investments in joint ventures 429,265 51,722 480,987 317,011 41,367 358,378 130,567 193 130,760 218,356 147,677 366,033 (57,486) – (57,486) 1,037,713 240,959 1,278,672 36,205 (316,325) 998,552 272,599 246,366 24,251 93,575 100 636,891 – (6,220) (156,706) 4,403 – 1,635,443 (158,523) 1,476,920 (281,637) 1,195,283 9,796,526 1,581,196 4,613,463 2,212,878 4,858,236 88,003 4,603,256 762,881 19,552 23,891,033 4,691,359 46,401 and associates 262,861 11,178 103 918,411 – Tax assets Bank deposits Cash and cash equivalents Total assets Liabilities Loans and borrowings Tax liabilities Total liabilities Other segment information Additions/transfer between BUs of non-current assets Additions to intangible assets Depreciation Amortisation Write-down to net realisable value of properties held for sale Attributable profit before fair value change and exceptional items(1) Fair value change Exceptional items Attributable profit 1,192,553 60,803 448,743 2,136,448 32,420,939 2,132,563 14,926,150 734,152 17,792,865 413,841 307,339 230,306 1,077,420 103,657 323,777 38 185 464 97,889 66 6,879 15 372,797 3,512 45,722 1,380 4,349,364 125,522 1,051 404 3,590 981 1,929 698 5,147,417 130,119 55,766 2,961 – 30,685 – – – 30,685 154,967 175,686 – 330,653 107,980 130,199 (1,460) 236,719 (2,428) 9,940 (138,979) (131,467) 175,008 71,854 4,403 251,265 71,692 100 – 71,792 507,219 387,779 (136,036) 758,962 Annual Report 2018 | 221 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201810. SEGMENT INFORMATION (CONT’D) Year ended 30 September 2018 (cont’d) The following table presents financial information regarding geographical segments: Geographical Segment Singapore $’000 Australia $’000 Europe(2) $’000 China $’000 Others(3) $’000 Group $’000 Revenue PBIT 1,431,393 394,822 1,773,767 413,591 608,846 176,214 308,535 154,368 189,068 139,677 4,311,609 1,278,672 Non-current assets Current assets Investments in joint ventures and associates Tax assets Bank deposits Cash and cash equivalents Total assets Liabilities Loans and borrowings Tax liabilities Total liabilities Other segment information Additions/transfer between BUs of non-current assets Additions to intangible assets Depreciation Amortisation Write-down to net realisable value of properties held for sale Exceptional items 10,441,533 1,647,800 5,379,048 2,217,884 5,296,434 413,620 368,428 321,063 2,405,590 90,992 23,891,033 4,691,359 262,241 11,178 – 193,267 725,867 556,915 312,986 226,745 922,772 113,145 1,192,553 60,803 448,743 2,136,448 32,420,939 2,132,563 14,926,150 734,152 17,792,865 324,782 137,318 2,767,425 106,748 1,811,144 5,147,417 3,248 26,626 1,253 318 10,937 110 123,760 16,220 1,281 218 51 115 2,575 1,932 202 130,119 55,766 2,961 – – 30,685 (218) – (157,778) – – – (527) 30,685 (158,523) (1) (2) The attributable profit disclosed includes inter-segment interest income and expense, in order to reflect the cost of financing of the Group’s internal funds between segments. Europe – United Kingdom and continental Europe. (3) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia. 222 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201810. SEGMENT INFORMATION (CONT’D) Year ended 30 September 2017 The following table presents financial information regarding business segments: Business Segment Singapore SBU $’000 Australia SBU $’000 Hospitality SBU $’000 Europe and rest of Asia $’000 Corporate and Others $’000 Group $’000 Revenue 859,233 1,642,273 807,322 717,092 718 4,026,638 Subsidiaries Joint ventures and associates PBIT Interest income Interest expense Profit before fair value change, taxation and exceptional items Fair value change on investment properties Profit before taxation and exceptional items Exceptional items Profit before taxation Taxation Profit for the year Non-current assets Current assets Investments in joint ventures 348,820 59,409 408,229 288,302 1,839 290,141 154,077 165 154,242 150,292 123,816 274,108 (37,675) – (37,675) 903,816 185,229 1,089,045 32,495 (153,519) 968,021 173,002 92,553 29,459 62 (100) 294,976 – – (748) (14,226) – 1,262,997 (14,974) 1,248,023 (215,732) 1,032,291 9,394,907 1,078,659 3,708,828 2,200,582 4,718,950 143,578 1,231,928 596,336 15,629 19,070,242 4,063,151 43,996 and associates 267,460 54,205 62 1,109,930 – Tax assets Bank deposits Cash and cash equivalents Total assets Liabilities Loans and borrowings Tax liabilities Total liabilities Other segment information Additions/transfer between BUs of non-current assets Additions to intangible assets Depreciation Amortisation Attributable profit before fair value change and exceptional items(1) Fair value change Exceptional items Attributable profit 1,431,657 34,842 272,205 2,137,275 27,009,372 1,844,870 11,627,844 487,459 13,960,173 609,071 465,863 206,072 428,420 135,444 437,742 3,608 154 46 126,117 112,832 – 238,949 273,987 120 8,023 – 95,399 57,960 – 153,359 436,657 421 46,480 854 5,676 58,057 47 40 (9,877) 6,071 2,227 690 1,144,185 68,277 56,931 1,630 14,889 18,669 (172) 33,386 175,720 25,914 (14,225) 187,409 76,120 (100) – 76,020 488,245 215,275 (14,397) 689,123 Annual Report 2018 | 223 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201810. SEGMENT INFORMATION (CONT’D) Year ended 30 September 2017 (cont’d) The following table presents financial information regarding geographical segments: Geographical Segment Singapore $’000 Australia $’000 Europe(2) $’000 China $’000 Others(3) $’000 Group $’000 Revenue PBIT 936,694 360,293 1,844,888 375,926 697,549 104,872 366,311 158,861 181,196 89,093 4,026,638 1,089,045 Non-current assets Current assets Investments in joint ventures and associates Tax assets Bank deposits Cash and cash equivalents Total assets Liabilities Loans and borrowings Tax liabilities Total liabilities Other segment information Additions/transfer between BUs of non-current assets Additions to intangible assets Depreciation Amortisation Exceptional items 9,943,954 1,129,002 5,517,693 2,203,878 2,839,717 223,512 265,381 453,563 503,497 53,196 19,070,242 4,063,151 267,091 54,205 – 217,117 893,244 749,212 503,725 163,086 373,692 55,155 1,431,657 34,842 272,205 2,137,275 27,009,372 1,844,870 11,627,844 487,459 13,960,173 452,371 552,740 131,904 3,030 4,140 1,144,185 9,869 3,850 737 (601) 120 38,216 – (147) 57,439 14,523 893 (20,801) 849 42 – – – 300 – 6,575 68,277 56,931 1,630 (14,974) (1) (2) The attributable profit disclosed includes inter-segment interest income and expense, in order to reflect the cost of financing of the Group’s internal funds between segments. Europe – United Kingdom and continental Europe. (3) Others – Japan, Thailand, New Zealand, Vietnam, the Philippines, Indonesia and Malaysia. 224 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201811. INVESTMENT PROPERTIES Completed Investment Properties $’000 Investment Properties Under Construction $’000 Total Investment Properties $’000 Group Balance Sheet At 1 October 2016 Currency re-alignment Reclassification from properties held for sale Transfer upon completion Additions Fair value change Acquisitions of subsidiaries At 30 September 2017 and 1 October 2017 Currency re-alignment Reclassification to properties held for sale Reclassification from property, plant and equipment (Note 12) Transfer upon completion Additions Disposals Fair value change Finalisation of PPA (Note 37) Acquisitions of subsidiaries (Note 37) At 30 September 2018 10,986,224 94,252 – 1,285,774 265,659 331,805 984,526 13,948,240 (336,526) (13,357) 88,676 1,818,848 1,062,309 (476,512) 483,012 3,518 3,667,761 20,245,969 Profit Statement Rental income from completed investment properties: – Minimum lease payments – Contingent rent based on tenants’ turnover Company Balance Sheet At 1 October 2016 Fair value change At 30 September 2017 and 1 October 2017 Fair value change At 30 September 2018 2,507,795 2,722 107,954 (1,285,774) 566,721 (36,829) 6,453 1,869,042 (7,995) (113,227) – (1,818,848) 272,426 – 153,455 – 43,657 398,510 13,494,019 96,974 107,954 – 832,380 294,976 990,979 15,817,282 (344,521) (126,584) 88,676 – 1,334,735 (476,512) 636,467 3,518 3,711,418 20,644,479 2018 $’000 2017 $’000 1,193,177 15,119 1,208,296 890,567 13,811 904,378 Completed Investment Properties $’000 1,600 (100) 1,500 100 1,600 Annual Report 2018 | 225 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201811. INVESTMENT PROPERTIES (CONT’D) (a) Completed Investment Properties Completed investment properties comprise serviced residences, retail, commercial and industrial properties that are leased mainly to third parties under operating leases (Note 35). Completed investment properties are stated at fair value which has been determined based on valuations performed by valuers at the reporting date. Investment properties amounting to approximately $4,739,590,000 (2017: $3,226,318,000) have been mortgaged to certain financial institutions as securities for credit facilities. (b) Investment Properties under Construction IPUC are valued annually by valuers by estimating the fair values of the completed investment properties and then deducting from those amounts the estimated costs to complete the construction and a reasonable profit margin on construction and development. The estimated cost to complete is determined based on the construction cost per square metre in the pertinent area. IPUC amounting to approximately Nil (2017: $1,416,000,000) have been mortgaged to certain financial institutions as securities for credit facilities. During the year, net interest expense of $32,733,000 (2017: $97,405,000) arising from borrowings obtained specifically for the projects was capitalised as cost of IPUC. The borrowing costs of loans used to finance the projects have been capitalised at interest rates of 2.0% to 4.0% (2017: between 2.0% and 4.5%) per annum. 226 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 12. PROPERTY, PLANT AND EQUIPMENT Freehold Lands $’000 Leasehold Lands Buildings $’000 $’000 Assets under Construction $’000 Equipment, Furniture and Fittings Others $’000 $’000 Total $’000 Group Cost At 1 October 2016 Currency re-alignment Acquisition of subsidiaries Additions Disposals/write-offs Reclassification Transfer upon completion At 30 September 2017 and 1 October 2017 Currency re-alignment Acquisition of subsidiaries Additions Disposals/write-offs Reclassification Reclassification to 332,253 (4,544) 373,233 1,201,136 23,358 1,881 83,901 – – – – – – – – – 171,215 14,400 (17) 244 23,192 679 – 31,025 – – 168,041 (16,377) 1,262 2,099,117 4,981 (16) 6,394 6,779 (12,826) (244) – 146 – – 261,510 52,350 (12,843) – 7,182 (7,374) 192 – – 411,610 (10,426) 375,114 1,417,518 (52,026) (2,313) 47,522 (823) 151,959 (7,114) 1,392 2,405,115 (72,735) (33) 1,282 526 – – – – – – 2,546 33,709 (84) – – 3,426 – (9,886) 8,701 45,791 (4,035) 9,886 1,475 290 (669) – 14,004 83,742 (4,788) – investment properties At 30 September 2018 (14,866) 388,126 – (75,289) 372,801 1,326,374 – 40,239 (5,777) 199,411 – (95,932) 2,455 2,329,406 Accumulated Depreciation At 1 October 2017 Currency re-alignment Charge for the year 2017 Disposals/write-offs Reclassification At 30 September 2017 and 1 October 2017 Currency re-alignment Acquisition of subsidiaries Charge for the year 2018 Disposals/write-offs Reclassification to investment properties At 30 September 2018 Net Book Value At 30 September 2018 At 30 September 2017 – – – – – – – – – – – – 9,982 36 4,597 – – 49,386 (17) 27,570 (2) 5 14,615 (73) 76,942 (3,245) – 4,597 – 537 27,673 (13) – 19,139 (4,517) 97,377 – – – – – – – – – – – – 66,443 (9,452) 24,719 (9,924) (5) 1,024 (16) 45 – – 126,835 (9,449) 56,931 (9,926) – 71,781 (727) 1,053 (27) 164,391 (4,072) 7,091 23,335 (3,430) 992 161 (654) 8,620 55,766 (4,097) (2,739) 95,311 – 1,525 (7,256) 213,352 388,126 411,610 353,662 1,228,997 360,499 1,340,576 40,239 47,522 104,100 80,178 930 2,116,054 339 2,240,724 Annual Report 2018 | 227 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201812. PROPERTY, PLANT AND EQUIPMENT (CONT’D) Company Cost At 1 October 2016, 30 September 2017, 1 October 2017 and 30 September 2018 Accumulated Depreciation At 1 October 2016 Charge for the year 2017 At 30 September 2017 and 1 October 2017 Charge for the year 2018 At 30 September 2018 Net Book Value At 30 September 2018 At 30 September 2017 Equipment, Furniture and Fittings $’000 1 –* –* –* 1 1 – 1 The depreciation charge for the year is included in the financial statements as follows: Charged to profit statement (Note 4) Capitalised in properties held for sale 2018 $’000 55,766 – 55,766 Group 2017 $’000 56,908 23 56,931 Company 2018 $’000 2017 $’000 1 – 1 –* – –* Included in property, plant and equipment are certain hotel properties of the Group with carrying amount of $146,294,000 (2017: $262,762,000) which are pledged to certain financial institutions to secure credit facilities. * Denotes amounts less than $1,000. 228 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES Investments in subsidiaries Shares, at cost Less: Allowance for impairment Balances with subsidiaries Amounts due from subsidiaries: – Interest-free – Interest-bearing Amounts due to subsidiaries: – Interest-free Net balances with subsidiaries Amounts due from subsidiaries: – Current – Non-current Amounts due to subsidiaries: – Current – Non-current Net balances with subsidiaries Company 2018 $’000 2017 $’000 Note 1,274,841 (91,793) 1,183,048 1,880,386 (80,490) 1,799,896 3,006,675 1,204,663 4,211,338 1,433,489 1,958,699 3,392,188 (341,077) (341,077) (195,638) (195,638) 3,870,261 3,196,550 398,968 3,812,370 4,211,338 217,113 3,175,075 3,392,188 (332,323) (8,754) (341,077) (194,653) (985) (195,638) 3,870,261 3,196,550 18 23 18 23 Amounts due from subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-bearing amounts, interest of between 0.2% to 4.0% (2017: 0.2% to 4.0%) per annum was charged. Amounts due to subsidiaries are non-trade related, interest-free, unsecured and payable in cash. Balances with subsidiaries which are payable on demand have been classified as current, while balances with no fixed terms of repayment and not expected to be repaid within the next 12 months have been classified as non- current. The non-current loans due from subsidiaries form part of the Company’s net investments in subsidiaries where settlements are neither planned nor likely to occur in the foreseeable future. Details of significant subsidiaries are included in Note 40. Annual Report 2018 | 229 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI The following subsidiaries have NCI that are material to the Group: Name Frasers Centrepoint Trust Frasers Commercial Trust Frasers Hospitality Trust Frasers Logistics & Industrial Trust TICON Principal Place of Business/ Country of Incorporation Ownership Interest held by NCI 2017 2018 Singapore Singapore Singapore Singapore Thailand 58.1% 74.8% 76.4% 79.3% 35.3% 58.3% 73.2% 77.4% 80.1% – The Group assessed that it controls FCT, FCOT, FHT and FLT, although the Group owns less than half of the ownership interest and voting power of FCT, FCOT, FHT and FLT. The activities of FCT, FCOT, FHT and FLT are managed by the Group’s wholly-owned subsidiaries, namely, Frasers Centrepoint Asset Management Ltd. (“FCAM”), Frasers Commercial Asset Management Ltd. (“FCOAM”) (formerly known as Frasers Centrepoint Asset Management (Commercial) Ltd.), Frasers Hospitality Asset Management Pte. Ltd. (“FHAM”) and Frasers Logistics & Industrial Asset Management Pte. Ltd. (“FLIAM”), respectively (collectively, the “REIT Managers”). The REIT Managers have decision-making authority over FCT, FCOT, FHT and FLT, subject to oversight by the trustees of the respective REITs. The Group’s overall exposure to variable returns, both from the REIT Managers’ remuneration and their interests in the REITs, is significant and any decisions made by the REIT Managers affect the Group’s overall exposure. 230 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) For the subsidiaries with material NCI, financial information are before inter-company eliminations. 2018 Revenue Profit for the year Total comprehensive FCT $’000 FCOT $’000 FHT $’000 FLT $’000 TICON $’000 193,347 166,820 133,306 141,718 155,878 63,508 199,309 159,433 41,434 104,435 Other Subsidiaries with Individually Immaterial NCI $’000 Total $’000 income 168,416 107,932 35,439 81,960 102,866 Attributable to NCI – Profit for the year(2) – Total comprehensive 96,872 106,005 48,507 126,446 36,845 18,247 432,922 income 97,799 80,733 27,068 65,002 36,291 (8,849) 298,044 Current assets Non-current assets Current liabilities Non-current liabilities Net assets Net assets attributable to 36,689 24,924 88,937 302,649 2,815,448 2,136,391 2,131,118 2,942,989 2,041,836 (96,239) (713,061) 1,933,756 1,430,831 1,307,224 1,897,788 1,535,185 (279,508) (627,108) (258,576) (900,853) (426,766) (486,065) (64,690) (677,559) 114,228 NCI 1,121,282 1,070,282 943,708 1,502,076 545,431 45,425 5,228,204 Cash flows from/(used in): – operating activities – investing activities – financing activities(1) Net increase in cash and 37,934 (4,733) (29,856) 84,012 (11,331) (115,363) 122,390 84,455 112,798 (484,366) 110,185 (26,926) (87,056) 407,399 (128,507) cash equivalents 3,345 (42,682) (1,184) 45,423 66,133 Includes dividends paid to NCI (1) (2) Net of distributions to perpetual securities holders borne by non-controlling interests amounting to $3,399,000 (2017: $3,443,000). 65,180 60,365 70,331 73,591 – Annual Report 2018 | 231 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) Other Subsidiaries with Individually Immaterial NCI $’000 Total $’000 2017 Revenue Profit for the year Total comprehensive income Attributable to NCI: FCT $’000 FCOT $’000 FHT $’000 FLT $’000 181,595 193,904 192,488 156,551 111,444 125,396 158,724 71,037 81,458 173,301 103,902 138,106 – Profit for the year(2) – Total comprehensive income 113,085 112,259 81,566 91,777 54,954 63,016 83,246 110,651 6,874 9,428 339,725 387,131 Current assets Non-current assets Current liabilities Non-current liabilities Net assets 17,804 87,665 93,381 66,233 2,733,061 2,071,277 2,159,948 2,035,785 (48,937) (630,499) 1,872,203 1,289,349 1,356,090 1,422,582 (224,551) (645,042) (202,016) (676,646) (158,344) (738,895) Net assets attributable to NCI 1,088,376 943,696 993,521 1,132,691 38,144 4,196,428 Cash flows from/(used in): – operating activities – investing activities – financing activities(1) Net increase in cash and cash equivalents 122,202 (68,204) (59,159) 96,823 (5,438) 113,412 (247,260) (88,356) 151,994 112,797 (26,926) (87,056) (5,161) 3,029 18,146 (1,185) Includes dividends paid to NCI (1) 86,829 (2) Net of distributions to perpetual securities holders borne by non-controlling interests amounting to $3,443,000. 57,592 69,318 63,114 232 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) (i) FCT Payment of Management Fees/Base Fee Component of Management Fees by Way of Units in FCT The Group, through its subsidiary, FCAM as the manager of FCT, received the following units in FCT in payment of 40% to 70% of its management fees for the year from 1 October 2017 to 30 September 2018: Relevant Period Date Received No. of Units Received Issued Price $ Value of Units Received $ Aggregate of Units held by FCAM Aggregate of Units held by the Group 1 July 2017 to 30 September 2017 27 October 2017 1 October 2017 to 31 December 2017 25 January 2018 1 January 2018 to 31 March 2018 1 April 2018 to 30 June 2018 27 April 2018 26 July 2018 2,813,931 2.1289 5,990,578 37,632,216 387,303,216 473,587 2.2091 1,046,201 38,105,803 387,776,803 372,764 2.1930 817,471 38,478,567 388,149,567 283,352 2.1901 620,569 38,761,919 388,432,919 8,474,819 The payment of such management fees in the form of units is provided for in the trust deed constituting FCT dated 5 June 2006, as amended. The issued price is the volume weighted average price of the units traded on the SGX-ST for the last ten business days of the relevant period. With the above payments of management fees by way of units in FCT, the Group and FCAM hold an aggregate of 388,432,919 units and 38,761,919 units in FCT, representing 41.9% and 4.2% of the total issued units in FCT, respectively. Annual Report 2018 | 233 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) (ii) FCOT Payment of Management Fees by Way of Units in FCOT The Group, through its subsidiary, FCOAM as the manager of FCOT, received the following units in FCOT in payment of 18% to 100% of its management fees for the year from 1 October 2017 to 30 September 2018: Relevant Period Date Received No. of Units Received Issued Price $ Value of Units Received $ Aggregate of Units held by FCOAM Aggregate of Units held by the Group 1 July 2017 to 30 September 2017 24 October 2017 1 October 2017 to 31 December 2017 25 January 2018 1 January 2018 to 31 March 2018 1 April 2018 to 30 June 2018 25 April 2018 30 July 2018 451,535 1.3770 621,764 91,897,375 216,382,354 1,792,391 1.4446 2,589,288 93,689,766 218,174,745 1,884,606 1.4192 2,674,633 95,574,372 220,059,351 2,045,185 1.3676 2,796,995 97,619,557 222,104,536 8,682,680 The payment of such management fees in the form of units is provided for in the trust deed constituting FCOT dated 12 September 2005, as amended. The issued price is the volume weighted average price of the units traded on the SGX-ST for the last ten business days of the relevant period. Payment of Acquisition Fee by Way of Units in FCOT On 2 February 2018, the Group, through FCOAM, received 1,038,661 units in FCOT at a price of $1.5125 per unit, in payment of acquisition fee of $1,570,957 in respect of the acquisition of 50% of the total issued shares of HEREF Farnborough Limited. Payment of Divestment Fee by Way of Units in FCOT On 7 September 2018, the Group, through FCOAM, received 771,200 units in FCOT at a price of $1.4056 per unit, in payment of divestment fee of $1,083,999 in respect of the sale of property at 55 Market Street, Singapore. With the above payments of management fees, acquisition fee and divestment fee by way of units in FCOT, the Group and FCOAM hold an aggregate of 223,914,397 units and 99,429,418 units in FCOT, representing 25.2% and 11.2% of the total issued units in FCOT, respectively. 234 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) (iii) FHT Payment of Management Fees by Way of Stapled Securities in FHT The Group, through its subsidiaries, FHAM, FHT Australia Management Pty Ltd, Frasers Hospitality Trust Management Pte. Ltd., Frasers Hospitality Pte. Ltd. and Frasers Hospitality UK Ltd. as the managers of FHT (the “FHT managers”), received stapled securities in FHT in payment of 100% of their management fees for the year from 1 October 2017 to 30 September 2018. On 5 May 2016, nomination agreements were signed between the FHT managers and Frasers Property Hospitality Trust Holdings Pte. Ltd. (“FPHTH”) (formerly known as FCL Investments Pte. Ltd.) where the FHT managers may nominate FPHTH to receive such FHT stapled securities issued to them pursuant to payment of management fees, in exchange for a cash consideration (“Nomination Agreements”). FPHTH was nominated to receive all stapled securities in place of the FHT managers during the year: Relevant Period Date Received No. of Units Received Issued Price $ Value of Units Received $ Aggregate of Stapled Securities held by the FHT managers Aggregate of Stapled Securities held by FPHTH Aggregate of Stapled Securities held by the Group 1 April 2017 to 30 September 2017 1 November 2017 15,613,336 0.7269 to 0.7426 11,528,041 31,723,226 401,731,599 433,454,825 1 October 2017 to 31 March 2018 30 April 2018 7,977,704 0.7756 to 0.7854 6,227,263 31,723,226 409,709,303 441,432,529 17,755,304 The payment of such management fees in the form of stapled securities is provided for in the trust deed constituting FHT dated 12 June 2014. The issued price is the volume weighted average price of the units traded on the SGX-ST for the last ten business days of the relevant period. With the above payments of management fees by way of stapled securities in FHT, the Group, FPHTH and the FHT managers hold an aggregate of 441,432,529 stapled securities, 409,709,303 stapled securities and 31,723,226 stapled securities in FHT, representing 23.6%, 21.9% and 1.7% of the total issued stapled securities in FHT, respectively. Annual Report 2018 | 235 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) (iv) FLT Payment of Management Fees by Way of Units in FLT The Group, through its subsidiaries, Frasers Logistics & Industrial Asset Management Pte. Ltd. (“FLIAM”) and FLT Australia Management Pty Ltd (“FAMPL”), as the managers of FLT (“FLT managers”), received units in FLT in payment of 29% to 100% of their management fees. On 24 October 2016 and 7 November 2016, nomination agreements were signed by Frasers Property Industrial Trust Holdings Pte. Ltd. (“FPITH”) (formerly known as FCL Investments (Industrial) Pte. Ltd.) with FLIAM and FAMPL, respectively, where the FLT managers may nominate FPITH to receive such units in FLT issued to them pursuant to payment of management fees, in exchange for a cash consideration. FPITH was nominated to receive all such units in place of the FLT managers during the year: Relevant Period Date Received No. of Units Received Issued Price $ Value of Units Received $ Aggregate of Units held by FPITH(1) Aggregate of Units held by the Group 1 July 2017 to 30 September 2017 7 November 2017 1 October 2017 to 31 December 2017 31 January 2018 1 January 2018 to 31 March 2018 1 April 2018 to 30 June 2018 14 May 2018 14 August 2018 7,651,217 1.0833 8,288,563 307,759,696 308,133,679 1,200,074 1.1342 1,361,124 308,959,770 309,333,753 896,893 1.0886 976,358 309,856,663 310,230,646 2,301,791 1.0390 2,391,561 312,158,454 312,532,437 13,017,606 (1) Aggregate of units has taken into account 292,155,000 units held under a trust, Australand Property Limited (“APL”), a wholly-owned subsidiary of the Group. These units were fully transferred to FPITH on 18 April 2018. The payment of such management fees in the form of units is provided for in the trust deed constituting FLT dated 30 November 2015. The issued price is the volume weighted average price of the units traded on the SGX-ST for the last ten business days of the relevant period. Payment of Acquisition Fees by Way of Units in FLT On 7 December 2017, the Group, through FLIAM, received an aggregate of 308,730 units in FLT at a price of $1.1027 and $1.1006 per unit, in payment of acquisition fees of $340,132 in respect of the acquisition by FLT of the Beaulieu Facility and the Stanley Black & Decker Facility, respectively. On 14 August 2018, the Group, through FLIAM, received an aggregate of 4,729,514 units in FLT at a price of $1.0464 and $0.9870 per unit, in payment of acquisition fees of $4,676,546 in respect of the acquisition by FLT of the CH2 Facility and 21 properties across Germany and the Netherlands, respectively. 236 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201813. INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (CONT’D) Interest in Subsidiaries with Material NCI (cont’d) (iv) FLT (cont’d) Private Placement On 21 May 2018, FLT issued 333,199,000 new units at an issue price of $0.987 per unit. The Group, through its subsidiary, FPITH, fully subscribed for its respective allotted units of 68,004,000, representing 20.4% of the total number of units issued, amounting to $67,119,900. Preferential Offering On 5 June 2018, FLT issued 152,153,437 new units at an issue price of $0.967 per unit. The Group, through its subsidiaries, FPITH and FLIAM, fully subscribed for their respective allotted units of 31,053,937 in aggregate, representing 20.4% of the total number of units issued, amounting to $30,029,200. With the above payments of management fees, acquisition fees, private placement and preferential offering by way of units in FLT, the Group, FPITH and FLIAM hold an aggregate of 416,628,618 units, 411,148,120 units, and 5,480,498 units in FLT, representing 20.7%, 20.4% and 0.3% of the total issued units in FLT, respectively. Annual Report 2018 | 237 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201814. INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES Investments in joint ventures Investments, at cost Share of post-acquisition reserves Investments in associates Investments, at cost Share of post-acquisition reserves Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 Note 43,457 179,272 222,729 84,106 181,455 265,561 872,075 97,749 969,824 997,665 168,431 1,166,096 500 – 500 – – – 500 – 500 – – – Total investments in joint ventures and associates 1,192,553 1,431,657 500 500 Balances with joint ventures Loans to joint ventures: – Non-current – Current Amounts due from joint ventures Loans from joint ventures: – Non-current – Current Amounts due to joint ventures Balances with associates Loan to an associate: – Non-current Amounts due from associates Loan from an associate: – Current Amount due to an associate 18 18 23 23 18 18 23 23 291,363 7,866 8,864 (9,210) (16,004) (7,138) 275,741 171,426 162,987 15,689 – (54,000) (5) 296,097 14,532 2,532 14,368 – (450,024) (116) (433,076) (91,865) – (77,497) – – 139 – – – 139 – – – – – – – 138 – – – 138 – – – – – Excluding a loan to a joint venture of $1,300,000 (2017: Nil) which is interest-free, loans to joint ventures bear interest at 2.4% to 4.7% (2017: 1.8% to 4.4%) per annum, are unsecured, payable in cash and have no fixed repayment terms. Non-current loan from a joint venture bears interest at 0.5% per annum, is unsecured and repayable in cash by 31 March 2022. Current loans from joint ventures are interest-free, unsecured and repayable in cash within the next 12 months. Amounts due from joint ventures are interest-free, unsecured and repayable in cash on demand. Amounts due to joint ventures are interest-free, unsecured and repayable in cash on demand. Loan to an associate is interest-free, unsecured, repayable in cash and has no fixed repayment terms. Loan from an associate bears interest at 4.4% (2017: 4.4%) per annum, is unsecured and repayable in cash within the next 12 months. Amounts due from associates are interest-free, unsecured and repayable in cash on demand. Amount due to an associate is interest-free, unsecured and repayable in cash on demand. 238 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201814. INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D) (a) Incorporation of a Joint Venture and Step-up Acquisition of an Associate to a Subsidiary On 9 January 2018, Frasers Property Holdings (Thailand) Co., Ltd. (“FPHT”), an indirect wholly-owned subsidiary of FPL, entered into a joint venture agreement with TCC Assets (Thailand) Co., Ltd. (“TCCAT”), an interested party, to incorporate a new joint venture, Frasers Assets Co., Ltd. (“Frasers Assets”) in Thailand. FPHT and TCCAT each have an effective shareholding interest of 49.0% and 51.0%, respectively. Frasers Assets is incorporated for general investment holding purposes. On 2 April 2018, Frasers Assets completed the acquisition of all the 478,699,619 ordinary shares in TICON Industrial Connection Public Company Limited (“TICON”) held by Rojana Industrial Park Public Company Limited, representing 26.1% of the share capital of TICON. The consideration was approximately S$0.75 (THB 17.90) per share or an aggregate consideration of S$361,600,000 (THB 8,568,723,000). Pursuant to the acquisition and in addition to the Group’s existing direct interest in 751,004,000 ordinary shares of TICON held by FPHT, representing 40.95% of the share capital of TICON, the Group’s effective interest in TICON increased to 53.74% and TICON was consolidated as a subsidiary. TICON’s significant associate includes TICON Freehold and Leasehold Real Estate Investment Trust (“TREIT”). The excess of the carrying amount of TICON as an associate over the fair value is recognised as a loss on disposal of an associate of S$20,383,000 (THB 489,745,000) under “Exceptional Items” in the Group’s profit statement (Note 7). The completion of the acquisition triggered a mandatory tender offer for the remaining ordinary shares of TICON by Frasers Assets at S$0.75 (THB 17.90) per share. Pursuant to the tender offer, a total of 411,153,659 shares in TICON, representing 22.42% of the share capital of TICON were tendered. The aggregate consideration was approximately S$310,577,000 (THB 7,359,650,000). Pursuant to this tender offer, the Group’s effective interest in TICON increased to 64.72%. Please refer to Note 37(a)(ii) for more details. (b) Incorporation and Acquisition of Associates On 3 April 2018, FPHT and TCCAT undertook the following activities (together, the “One Bangkok Restructuring”) to facilitate the development, design and construction of a leasehold site in central Bangkok into an integrated mixed-use development (the “Project”): (i) FPHT entered into a joint venture agreement with its associate, One Bangkok Holdings Co., Ltd. (“OBH”) to establish an investment holding company, One Bangkok Ventures Co., Ltd. (“OBV”) in Thailand. FPHT and OBH each have a shareholding interest of 19.9% and 80.1% in OBV upon its establishment, respectively. OBV is incorporated for the purposes of investing in One Bangkok Co., Ltd. (“OB”) (formerly known as Kasemsubvadhana Co., Ltd.), a Thai-incorporated limited liability company and subsidiary of TCCAT, by subscribing for 682,500,000 ordinary shares issued by OB, representing 45.5% of the total share capital of OB upon the completion of the One Bangkok Restructuring. (ii) FPHT invested directly in OB by subscribing for 52,500,000 ordinary shares issued by OB, representing 3.5% of the total share capital of OB upon the completion of the One Bangkok Restructuring. The One Bangkok Restructuring enables OB, the lessee of the Project leasehold site, to serve as the master developer of the Project. Upon the completion of the One Bangkok Restructuring, TCCAT and FPHT will have an effective economic interest of 80.2% and 19.8% in OB, respectively. The Group has engaged an independent firm to perform a fair valuation of the identifiable assets and liabilities of OB. Based on the provisional valuation, no fair value adjustment was required. Annual Report 2018 | 239 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201814. INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D) (c) Acquisition of Additional Interest in an Associate TICON International Pte. Ltd., an indirect subsidiary of FPL, made purchases of 38,858,000 additional units in TREIT at average prices ranging from approximately S$0.47 to S$0.48 (THB 11.11 to THB 11.30) per unit, increasing TICON International’s interest in TREIT from 21.93% to 23.43%. The total aggregate consideration for the additional shares was approximately S$18,448,000 (THB 437,166,000). As at 30 September 2018, 12,836,000 investment units of TREIT with a carrying amount of S$5,821,000 (THB 137,941,000) and market value of S$6,392,000 (THB 151,467,000), were pledged as collateral for trust receipt, letters of credit, letters of guarantee and short-term loans facilities. (d) Incorporation of a Joint Venture On 6 July 2018, TICON entered into a joint venture agreement with JustCo (Thailand 2) Pte. Ltd. (“JustCo Thailand 2”), to establish a new joint venture, JustCo (Thailand) Co., Ltd. in Thailand. TICON and JustCo Thailand 2 each have an effective shareholding interest of 51.0% and 49.0%, respectively. JustCo (Thailand) Co., Ltd. is incorporated to invest and engage in the business of co-working office and other complementary business in Thailand. Material Joint Ventures and Associates Except for Golden Land Property Development Public Company Limited (“Gold”), TICON, Supreme Asia Investments Limited and its subsidiary (“SAI group”) and TREIT, the Group’s joint ventures and associates are individually immaterial. The market value of the Group’s interest in Gold and TREIT as at 30 September 2018 is S$411,039,000 (2017: S$355,770,000) and S$303,585,000 (2017: Nil), respectively. No disclosure of fair value is made for material joint ventures as they are not quoted on any market. The following table analyses, in aggregate, the carrying amount and share of profit and OCI of the joint ventures. Group’s interest in net assets at beginning of the year 265,561 240,213 Group 2018 $’000 2017 $’000 Group’s share of: – Profit after taxation – OCI Total comprehensive income Currency re-alignment Additions during the year Acquisition of subsidiaries (Note 37(a)(ii)) Return of capital during the year Dividends received during the year Reclassification to investment in associate 85,954 1,954 87,908 (3,072) 6,288 9,090 (42,969) (91,204) (8,873) 57,508 (968) 56,540 5,925 10,152 – (1,926) (45,343) – Carrying amount of interest at end of the year 222,729 265,561 240 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201814. INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D) The following table summarises the financial information of each of the Group’s material associates based on their consolidated financial information prepared in accordance with FRS, modified for fair value adjustments on acquisition and differences in the Group’s accounting policies. The table also analyses, in aggregate, the carrying amount and share of profit and OCI of the remaining individually immaterial associates. Gold $’000 TICON $’000 SAI group $’000 TREIT $’000 Immaterial Associates $’000 Total $’000 2018 Revenue Profit after taxation OCI Total comprehensive income Attributable to: – NCI – Investee’s 654,792 61,973 682,019 54,691 122,374 – 26,864 (1,422) 145,481 – 107,541 – 122,374 25,442 145,481 107,541 (398) 166 5,350 – shareholders 122,772 25,276 140,131 107,541 Current assets Non-current assets Current liabilities Non-current liabilities Net assets Attributable to: – NCI – Investee’s 1,061,531 914,274 (331,923) (716,442) 927,440 (8,729) shareholders 936,169 – – – – – – – 1,685,615 100,473 (1,360,539) – 425,549 57,611 1,437,300 71,182 269,420 1,835,513 16,226 – 409,323 1,835,513 Group’s interest in net assets at beginning of the year Group’s share of: – Profit after taxation – OCI Total comprehensive income Currency re-alignment Additions during the year Acquisition of subsidiaries (Note 37(a)(ii)) Dividends received during the year Reclassification from investment in joint venture Carrying amount of interest in an associate acquired as a subsidiary (Note 37(a)(ii)) Carrying amount of 322,575 561,365 217,118 – 65,038 1,166,096 48,986 – 48,986 11,753 – 10,933 (582) 65,970 – 10,351 19,415 – 65,970 (8,035) – 25,107 – 25,107 4,319 18,448 4,009 – 155,005 (582) 4,009 1,302 35,059 154,423 28,754 53,507 – – – 236,554 15,686 252,240 (9,782) (3,170) (81,785) (7,953) (3,418) (106,108) – – – (587,961) – – – – 8,873 8,873 – (587,961) interest end of the year 373,532 – 193,268 276,475 126,549 969,824 Annual Report 2018 | 241 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201814. INVESTMENTS IN AND BALANCES WITH JOINT VENTURES AND ASSOCIATES (CONT’D) Gold $’000 TICON $’000 SAI group $’000 Immaterial Associates $’000 Total $’000 2017 Revenue Profit after taxation OCI Total comprehensive income Attributable to: – NCI – Investee’s shareholders Current assets Non-current assets Current liabilities Non-current liabilities Net assets Attributable to: – NCI – Investee’s shareholders Group’s interest in net assets at beginning of the year Group’s share of: – Profit after taxation – OCI Total comprehensive income Currency re-alignment Additions during the year Dividends received during the year Goodwill Carrying amount of 491,063 58,418 485,750 112,339 – 112,339 33,524 (1,789) 31,735 153,735 – 153,735 (361) 112,700 74 31,661 6,774 146,961 680,531 835,478 (123,136) (592,465) 800,408 145,664 1,987,928 (196,227) (565,445) 1,371,920 1,201,972 166,615 (890,175) – 478,412 (8,049) 808,457 1,065 1,370,855 18,320 460,092 244,358 – 248,394 60,048 552,800 44,742 – 44,742 11,330 25,129 (8,701) 5,717 13,403 (717) 12,686 126 550,094 (2,399) 858 65,749 – 65,749 2,434 – (99,459) – 3,827 – 3,827 (1,442) 6,777 (4,172) – 127,721 (717) 127,004 12,448 582,000 (114,731) 6,575 interest at end of the year 322,575 561,365 217,118 65,038 1,166,096 15. FINANCIAL ASSETS Available-for-sale financial assets: Unquoted Equity investments, at cost Allowance for impairment Quoted Equity investments Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 9,630 (1,155) 8,475 3,303 (1,155) 2,148 3,303 (1,155) 2,148 3,303 (1,155) 2,148 – 14 – – Total available-for-sale financial assets 8,475 2,162 2,148 2,148 The unquoted equity investments are measured at cost less impairment losses as there are no active markets for these investments (Note 32(e)). 242 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201816. INTANGIBLE ASSETS Goodwill $’000 Brands $’000 Favourable Leases $’000 Management Contracts $’000 Software and Others $’000 Total $’000 At Cost At 1 October 2016 Currency re-alignment Additions Acquisition of 510,887 9,803 – 133,388 3,898 – 38,136 1,114 – subsidiaries (Note 37) 56,761 – – At 30 September 2017 and 1 October 2017 Currency re-alignment Additions Finalisation of PPA (Note 37) Acquisition of 577,451 (29,925) – 137,286 (1,484) – 39,250 (858) – 10,917 – – – – – – – – – – 5,085 – 11,083 687,496 14,815 11,083 433 57,194 16,601 (31) 5,696 770,588 (32,298) 5,696 – 10,917 subsidiaries (Note 37) At 30 September 2018 43,604 602,047 – 135,802 – 38,392 68,069 68,069 1,833 24,099 113,506 868,409 Accumulated Amortisation At 1 October 2016 Currency re-alignment Amortisation (Note 4(c)) At 30 September 2017 and 1 October 2017 Currency re-alignment Amortisation (Note 4(c)) Acquisition of subsidiaries (Note 37) At 30 September 2018 Impairment losses Impairment for the year 2018 (Note 7) At 30 September 2018 Net Book Value At 30 September 2018 At 30 September 2017 – – – – – – – – – – – – – – – – 1,104 57 854 2,015 (57) 872 – 2,830 52,048 52,048 104,275 104,275 – – – – – – – – – – – – 4,656 1 776 5,433 (11) 2,089 1,167 8,678 5,760 58 1,630 7,448 (68) 2,961 1,167 11,508 – – 156,323 156,323 549,999 577,451 31,527 137,286 35,562 37,235 68,069 – 15,421 11,168 700,578 763,140 Annual Report 2018 | 243 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201816. INTANGIBLE ASSETS (CONT’D) (a) Goodwill The Group’s goodwill is denominated in the respective functional currencies of the acquired subsidiaries and is subject to currency fluctuations. The carrying value was assessed for impairment based on CGUs during the financial year. Carrying value of capitalised goodwill in the following business segments: – Australia SBU – Singapore SBU – Hospitality SBU – Europe and rest of Asia (i) Australia SBU 2018 $’000 2017 $’000 376,743 62,601 – 110,655 549,999 405,653 62,601 52,436 56,761 577,451 The Group recorded the goodwill upon the acquisition of Frasers Property AHL Limited (“FPA”) (formerly known as Frasers Property Limited). For the purposes of impairment assessment, the carrying amount of goodwill is allocated to the total assets of the commercial and industrial and the residential divisions. The recoverable amount of the CGU of FPA is estimated based on value in use calculations using a projection of earnings before interest and taxation and changes in capital requirements over a five-year period. The pre-tax discount applied to the projections is 7.9% and the terminal growth rate used beyond the five-year period is 2%. Management believes the assumptions applied are appropriate and sustainable considering current and anticipated business conditions. The recoverable amount yields sufficient head room at the reporting date which indicates no impairment required. As at 30 September 2018, the carrying value of goodwill is Australian Dollar (“A$”) A$381,396,000 (2017: A$381,396,000). (ii) Singapore SBU The Group recorded the goodwill upon the acquisition of FCOT and FCOAM. For the purposes of impairment testing, the goodwill is allocated to FCOAM which holds the management contracts for FCOT. The recoverable amount has been determined based on value in use calculations using a projection of the net management fee income covering a 10-year period. The pre-tax discount rate applied to the projections is 10% (2017: 10%) and the forecast growth rate used beyond the 10-year period is 2% (2017: 2%). Based on the recoverable amount, no impairment is necessary. As at 30 September 2018, the carrying value of goodwill is S$62,601,000 (2017: S$62,601,000). 244 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201816. INTANGIBLE ASSETS (CONT’D) (a) Goodwill (cont’d) (iii) Hospitality SBU The Group recorded the goodwill upon the acquisition of MHDV Holdings (UK) Limited (“MHDV”). For the purposes of impairment assessment, the carrying amount of goodwill is allocated to the net assets of the Malmaison hotels and Hotel du Vin hotels as a single CGU. The recoverable amount is determined by discounting the projected cash flows over seven years to be generated from continuing use. Cash flows beyond these periods are extrapolated using the estimated terminal growth rates of 2.0% (2017: 2.0% to 2.5%) which are within management’s expectation of the long term average growth rates of the industry and cities in which MHDV operates. The projected cash flows are discounted at the rate of 8.2% (2017: 7.5%). The goodwill is fully impaired and an impairment loss of $52,048,000 (2017: Nil) is included within “Exceptional Items” in the Group’s profit statement. As at 30 September 2018, the carrying value of goodwill is Nil (2017: GBP 28,800,000). (iv) Europe and rest of Asia Geneba Properties N.V. (“Geneba”) Acquisition (Note 37(a)(i)) Based on the finalised PPA, goodwill on the acquisition of Geneba was determined at S$67,051,000 (EUR 42,266,000). Alpha Acquisition (Note 37(a)(iii)) Goodwill on the acquisition of Alpha is provisionally determined at S$43,604,000 (EUR 27,486,000) (Note 37). The goodwill arising from the Geneba and Alpha Acquisitions are aggregated as a single CGU as the CGU is managed by the same asset management team. The recoverable amount is estimated based on value in use calculations using a projection of the net management fee income over a 10-year period. The pre-tax discount rate applied to the projections is 5.4% and the terminal growth rate used beyond the 10-year period is 1.8%. Based on the recoverable amount, no impairment is necessary. (b) Brands Brands relate to the “Malmaison” and “Hotel du Vin” brand names that the Group acquired. As the brands are determined to have indefinite useful lives, no amortisation has been charged for the year. The methodology and key assumptions used in the estimation of the recoverable amounts of Malmaison and Hotel du Vin CGUs are as follows: Discount rate Terminal value growth rate Malmaison CGU 2018 % 8.2 2.0 2017 % 7.5 2.0 to 2.5 Hotel du Vin CGU 2018 % 8.2 2.0 2017 % 7.5 2.0 Impairment losses of $60,687,000 (2017: Nil) on the Hotel du Vin CGU brand and $43,588,000 (2017: Nil) on the Malmaison CGU brand are included within “Exceptional Items” in the Group’s profit statement. Annual Report 2018 | 245 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201816. INTANGIBLE ASSETS (CONT’D) (c) Favourable Leases Favourable leases relate to certain Malmaison hotels. Amortisation of $872,000 (2017: $854,000) was charged to the profit statement. The methodology and key assumptions used in the estimation of the recoverable amount of the Malmaison CGU are set out in Note 16(b). (d) Management Contracts Management contracts relate to fair values of management contracts held by certain acquired subsidiaries prior to the acquisitions of the subsidiaries by the Group. Management contracts of S$68,069,000 (THB 1,613,000,000) are assessed to have indefinite useful lives and not amortised. Management is of the view that these contracts have indefinite useful lives as contracts are automatically renewed every five years and are expected to continue into perpetuity. The recoverable amount of the management contracts has been determined based on value in use calculations using a projection of the net management fee income covering a five-year period. The discount rate applied to the projections is 11%. Based on the recoverable amount, no impairment is necessary. 17. PREPAYMENTS Non-current Prepayments Current Prepaid land and development costs Other prepayments Total prepayments Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 5,793 3,963 – – 353 54,660 55,013 60,806 76,038 50,217 126,255 130,218 – 721 721 721 – 153 153 153 As at 30 September 2017, prepaid land and development costs related to tender deposits and related costs paid in respect of tender of Changjiang Road, Dalian, China for the development of serviced residences. 246 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201818. TRADE AND OTHER RECEIVABLES Other receivables (non-current) Amounts due from subsidiaries Loans to joint ventures Loan to an associate Receivables from joint development agreements Finance lease receivables Sundry debtors Trade receivables (current) Trade receivables Sales proceeds and progress billing receivables Other receivables (current) Tax recoverable Accrued interest income Staff loans and advances Other deposits Receivables from joint development agreements Recoverable development costs Amounts due from subsidiaries Amounts due from related companies Amounts due from associates Loans to joint ventures Amounts due from joint ventures Loan to a non-controlling interest Sundry debtors 13 14 14 14 Note 13 14 14 Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 – 291,363 14,532 59,732 11,946 8,251 385,824 – 171,426 14,368 48,483 – 4,415 238,692 3,812,370 – – – – – 3,812,370 3,175,075 – – – – – 3,175,075 68,268 87,191 88,751 157,019 124,546 6,202 399 39,102 8,107 19,290 – 8,692 2,532 7,866 8,864 21,208 60,074 306,882 50,012 137,203 17,068 1,573 483 36,578 26,943 19,153 – 1,782 – 162,987 15,689 7,450 51,673 341,379 – – – 2,085 – – – – – 398,968 1,091 – – 139 – 9 402,292 – – – 1,128 – – – – – 217,113 1,092 – – 138 – 112 219,583 Total trade and other receivables (current) 463,901 478,582 402,292 219,583 Total trade and other receivables (current and non-current) 849,725 717,274 4,214,662 3,394,658 Annual Report 2018 | 247 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201818. TRADE AND OTHER RECEIVABLES (CONT’D) Trade Receivables Trade receivables comprise mainly rental receivables, are non-interest bearing and are recognised at their original invoiced amounts which represent their fair values on initial recognition. Sales Proceeds and Progress Billing Receivables Sales proceeds receivables relate to the balance of sales proceeds from completed properties held for sale which will be received upon issue of notice of vacant possession, certificate of statutory completion, expiry of defect liability period and/or title subdivision. Progress billing receivables relate to the outstanding balance of progress billings which are due after the purchasers receive the notices to make payments. Receivables from Joint Development Agreements The timing of expected receipts of cash flows associated with current and non-current receivables from joint development agreements are based on cash flow forecasts carried out in conjunction with detailed reviews of the project feasibility studies. Amounts due from Related Companies Amounts due from related companies are non-trade related, interest-free, unsecured and repayable in cash on demand. Loan to a Non-Controlling Interest The loan to a non-controlling interest is non-trade related, bears interest at a fixed rate of 6% (2017: 6%) per annum, unsecured and is due in cash within the next 12 months. (a) Credit Risk by Strategic Business Units There is no concentration of credit risk with respect to the trade receivables of the Group as they consist of a large number of customers that are geographically dispersed. The Group does not have any significant credit risk exposure to a single customer or group of customers. The Group generally holds collateral in the form of bank deposits, bank guarantees or mortgages over assets until completion. The credit risk associated with receivables from joint ventures is monitored through management’s review of project feasibilities and the Group’s ongoing involvement in the operations of these entities. The maximum exposure to credit risk for trade receivables and sales proceeds receivable at the reporting date by strategic business units is as follows: 2018 $’000 92,575 14,869 31,284 14,606 3,685 157,019 Group 2017 $’000 51,966 38,455 31,756 1,553 13,473 137,203 Company 2018 $’000 2017 $’000 – – – – – – – – – – – – Singapore SBU Australia SBU Hospitality SBU Europe and rest of Asia Corporate and Others 248 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201818. TRADE AND OTHER RECEIVABLES (CONT’D) (b) Trade Receivables that are Past Due but Not Impaired The Group had trade receivables amounting to $28,111,000 (2017: $29,093,000) that are past due at reporting date but not impaired. These receivables are unsecured and the aging analysis at the reporting date is as follows: Trade receivables past due: 1 to 30 days 31 to 60 days 61 to 90 days More than 90 days (c) Trade Receivables that are Impaired Group 2018 $’000 2017 $’000 12,350 3,906 1,445 10,410 28,111 15,735 4,671 1,204 7,483 29,093 The Group’s trade receivables that are impaired at the reporting date and the movements of the allowance account used to record the impairment are as follows: Trade receivables - nominal amounts Allowance for impairment Movements in allowance account: At 1 October Currency re-alignment Allowance for the year (Note 4(a)) Write-back of allowance (Note 4(a)) Written off Acquisitions of subsidiaries At 30 September Group Collectively Impaired 2018 $’000 2017 $’000 Individually Impaired 2018 $’000 2017 $’000 4,813 (2,190) 2,623 2,503 (152) 206 (367) – – 2,190 5,703 (2,503) 3,200 2,096 48 370 (11) – – 2,503 3,711 (3,711) – 3,395 (38) 1,756 (1,692) (531) 821 3,711 3,395 (3,395) – 4,326 (36) 1,741 (2,631) (5) – 3,395 Trade and other receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements. Based on the Group’s historical experience in the collection of receivables, management believes that no additional credit risk beyond that provided for is inherent in the Group’s trade and other receivables. Annual Report 2018 | 249 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201819. DEFERRED TAX ASSETS AND LIABILITIES The deferred tax assets and liabilities prior to offsetting of balances within the same jurisdiction are as follows: Deferred tax assets Fair value adjustments Provisions and accruals Employee benefits Unabsorbed losses and capital allowances Others Gross deferred tax assets Deferred tax liabilities Fair value adjustments Provisions and accruals Differences in depreciation Others Gross deferred tax liabilities Balance Sheet 2018 $’000 2017 $’000 Group (Charged)/credited to Profit Statement 2018 $’000 2017 $’000 13,738 89,967 14,335 76,443 12,122 206,605 7,967 93,015 7,300 106,901 2,501 217,684 (424,760) (157,444) (73,868) (22,126) (678,198) (277,769) (153,638) (42,056) (37,182) (510,645) (5,898) 19,841 (15) 125 (26) 14,027 (25,379) (6,379) (12,885) (2,084) (46,727) 2,523 27,867 1,207 5,415 4 37,016 (88,071) (35,412) (24,562) (26,052) (174,097) Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax jurisdiction. The amounts, determined after appropriate offsetting, are shown on the balance sheet. Deferred tax assets Deferred tax liabilities Group 2018 $’000 2017 $’000 60,803 (532,396) (471,593) 34,842 (327,803) (292,961) As at 30 September 2018, certain subsidiaries have unutilised tax losses of approximately $229,756,000 (2017: $173,337,000) and unabsorbed capital allowances of $70,980,000 (2017: $192,251,000) available for set off against future taxable profits. Deferred tax assets of $63,767,000 (2017: $73,061,000) in respect of these losses and capital allowances have not been recognised due to uncertainty of their recoverability. The utilisation of tax losses and capital allowances is subject to the agreement of the respective tax authorities and compliance with certain provisions of the tax legislations of the respective jurisdictions in which the Group operates. Tax losses amounting to $60,624,000 (2017: $10,746,000) can be carried forward up to a certain prescribed period, while the remaining tax losses have no expiry dates. 250 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201820. PROPERTIES HELD FOR SALE Development properties held for sale Properties in the course of development, at cost Write-down to net realisable value Development profit Progress payments received and receivable Completed properties held for sale Completed units, at cost Write-down to net realisable value Total properties held for sale Movements in write-down to net realisable value are as follows: Development properties held for sale At 1 October Currency re–alignment Charge for the year (Note 4(a)) Utilised during the year At 30 September Completed properties held for sale At 1 October Currency re–alignment Charge for the year (Note 4(a)) Utilised during the year At 30 September Group 2018 $’000 2017 $’000 4,128,783 (86,167) 4,042,616 148,276 4,190,892 (586,884) 3,604,008 617,915 (64,957) 552,958 4,156,966 3,325,886 (87,227) 3,238,659 81,267 3,319,926 (409,181) 2,910,745 592,334 (50,860) 541,474 3,452,219 Group 2018 $’000 2017 $’000 (87,227) 5,598 (13,337) 8,799 (86,167) (50,860) 2,771 (17,348) 480 (64,957) (94,165) (1,937) – 8,875 (87,227) (50,927) (371) – 438 (50,860) (a) During the year, net interest expense of $79,206,000 (2017: $32,981,000) arising from borrowings obtained specifically for the projects was capitalised as cost of development properties held for sale. The borrowing costs of loans used to finance the projects have been capitalised at interest rates of between 2.1% and 4.4% (2017: 2.0% and 4.4%) per annum. (b) The following table provides information about agreements that are in progress at the reporting date where revenue is recognised on a percentage of completion basis: Aggregate costs incurred and recognised to date Less: Progress billings Group 2018 $’000 2017 $’000 1,195,932 (586,884) 609,048 823,348 (409,181) 414,167 (c) (d) Included (2017: $1,254,144,000) which are expected to be completed within the next twelve months. in development properties held for sale are projects of approximately $852,036,000 Certain subsidiaries have granted fixed and floating charges over their properties held for sale totalling $1,499,174,000 (2017: $1,006,636,000) to financial institutions as securities for credit facilities. Annual Report 2018 | 251 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201821. DERIVATIVE FINANCIAL INSTRUMENTS Assets Cross currency swaps/cross currency interest rate swaps Interest rate swaps Foreign currency forward contracts Comprise: – Current – Non-current Liabilities Cross currency swaps/cross currency interest rate swaps Interest rate swaps Foreign currency forward contracts Comprise: – Current – Non-current Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 27,964 7,517 5,076 40,557 10,727 29,830 40,557 18,262 26,673 3,202 48,137 12,194 35,943 48,137 1,006 3,273 604 4,883 604 4,279 4,883 39,708 54,401 8,645 102,754 15,051 87,703 102,754 8,626 1,314 – 9,940 1,431 8,509 9,940 5,711 7,692 919 14,322 6,938 7,384 14,322 73 – 90 163 90 73 163 19,867 16,859 2,090 38,816 2,090 36,726 38,816 (a) Cross Currency Swaps/Cross Currency Interest Rate Swaps The Group enters into cross currency swaps and cross currency interest rate swaps to hedge its exposure to interest rate risks associated with movements in interest rates which impact the borrowing costs of the Group and also to hedge exposure to exchange rate risks on foreign currency borrowings. The Group and the Company have cross currency swap and cross currency interest rate swap arrangements in place for the following amounts: Notional amounts Within one year Between one to three years After three years Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 532,806 750,583 737,291 2,020,680 100,000 799,990 591,310 1,491,300 376,786 108,533 – 485,319 – 526,730 33,765 560,495 Cross currency swaps with a carrying amount of $1,524,000 (2017: $6,376,000) were designated as hedge instruments for net investment hedges to hedge foreign exchange risks arising from the Group’s net investments. There was no ineffectiveness recognised from these hedges. 252 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201821. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D) (b) Interest Rate Swaps Interest rate swaps are used by the Group to hedge exposure to interest rate risks associated with movements in interest rates on the borrowings of the Group. The Group and the Company have interest rate swap arrangements in place for the following amounts: Notional amounts Within one year Between one to three years After three years Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 1,595,474 2,198,235 3,633,555 7,427,264 647,083 3,680,193 596,760 4,924,036 650,000 521,180 645,755 1,816,935 – 1,229,140 130,000 1,359,140 As at 30 September 2018, the fixed interest rates of the outstanding interest rate swaps ranged between 0.3% to 3.5% (2017: 0.4% to 3.5%) per annum. Interest rate swaps with a carrying amount of $15,645,000 (2017: $50,133,000) were designated as hedge instruments for cash flow hedges to hedge interest rate risks arising from variable rate borrowings. There was no ineffectiveness recognised from these hedges. (c) Foreign Currency Forward Contracts Foreign currency forward contracts are used by the Group to hedge exposure to exchange rate risks on foreign currency receivables and payables, cash and cash equivalents and borrowings. The carrying amounts of the foreign currency forward contracts are accounted for at fair value through the profit statement. The Group and the Company have foreign currency forward contract arrangements in place for the following amounts: Notional amounts Within one year Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 1,074,101 1,074,101 546,393 546,393 146,271 146,271 175,584 175,584 A foreign currency forward contract with a carrying amount of $906,000 (2017: $1,300,000) was designated as hedge instrument for net investment hedge to hedge foreign exchange risk arising from the Group’s net investment. There was no ineffectiveness recognised from this hedge. Annual Report 2018 | 253 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201822. BANK DEPOSITS AND CASH AND CASH EQUIVALENTS Bank deposits Structured deposits Cash and cash equivalents Fixed deposits Cash in banks and in hand Amounts held under “Project Account Rules – 1997 Ed”: – Fixed deposits – Cash in banks Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 448,743 272,205 – – 789,574 1,242,847 782,074 1,307,656 – 8,514 – 45,432 88,993 15,034 104,027 22,000 25,545 47,545 – – – – – – Total cash and cash equivalents Total bank deposits and cash and cash equivalents 2,136,448 2,585,191 2,137,275 2,409,480 8,514 8,514 45,432 45,432 (a) Bank deposits comprise the following Chinese Renminbi (“RMB”) structured deposits: Group 2018 Principal protected deposits(1) Linked to United States Dollar (US$) LIBOR – Within one year Total structured deposits 2017 Principal protected deposits(1) Linked to US$ LIBOR – Within one year Linked to US$/S$ – Within one year Total structured deposits (1) Principal protected at maturity. $’000 RMB’000 448,743 448,743 2,257,260 2,257,260 170,255 835,000 101,950 272,205 500,000 1,335,000 As at 30 September 2018, the interest rates of the RMB structured deposits ranged between 3.3% to 4.1% (2017: 3.8% to 4.1%) per annum. (b) Cash in banks earns interest at floating rates based on daily bank deposit rates. The tenure of short-term deposits vary between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. (c) The withdrawals from amounts held under “Project Account Rules – 1997 Ed” are restricted to payments for development expenditure incurred on properties developed for sale. 254 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201822. BANK DEPOSITS AND CASH AND CASH EQUIVALENTS (CONT’D) (d) For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at the reporting date: Fixed deposits and cash in banks and in hand Bank overdrafts Cash and cash equivalents in the consolidated cash flow statement 23. TRADE AND OTHER PAYABLES Note 24 Group 2018 $’000 2017 $’000 2,136,448 (3,229) 2,137,275 (1,530) 2,133,219 2,135,745 Note Group Company 2018 $’000 2017 $’000 2018 $’000 2017 $’000 Trade payables 480,154 490,378 1,120 1,083 Other payables (current) Amounts due to non-controlling interests Interest payable Accrued operating expenses and sundry creditors Land vendor liabilities Rental deposits Deposits Amounts due to subsidiaries Amounts due to related companies Loan from an associate Amount due to an associate Loans from joint ventures Amounts due to joint ventures Progress billings received in advance 13 14 14 14 14 967 55,639 10,181 48,499 572,154 47,699 40,104 13,426 – 8,824 450,024 116 16,004 7,138 237,624 1,449,719 474,185 234,317 38,472 19,122 – 721 91,865 – 54,000 5 149,461 1,120,828 – – 9,245 – – – 332,323 – – – – – – 341,568 – – 9,756 – – – 194,653 6 – – – – – 204,415 Total trade and other payables (current) 1,929,873 1,611,206 342,688 205,498 Other payables (non-current) Sundry creditors Land vendor liabilities Rental deposits Amounts due to subsidiaries Amounts due to non-controlling interests Loan from a joint venture 13 14 28,954 3,384 93,819 – 19,186 9,210 154,553 30,289 2,955 57,639 – 40,027 – 130,910 – – – 8,754 – – 8,754 – – – 985 – – 985 Total trade and other payables (current and non-current) 2,084,426 1,742,116 351,442 206,483 Annual Report 2018 | 255 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201823. TRADE AND OTHER PAYABLES (CONT’D) Trade Payables Trade payables are non-interest bearing and are generally settled on 30 to 60 days term. Amounts due to Non-Controlling Interests Current amounts due to non-controlling interests are interest-free, non-trade in nature, unsecured and repayable in cash on demand. Included in non-current amounts due to non-controlling interests are $14,447,000 (2017: $35,289,000) which bear interest at a range between 2.1% and 2.6% (2017: 1.9% and 2.1%), are non-trade in nature, unsecured and with no fixed term of repayment. Sundry Creditors Included in non-current sundry creditors are unfavourable leases of $10,864,000 (2017: $11,491,000) relating to lease liabilities for effects of unfavourable leases recognised on the acquisition of MHDV and are amortised over the lease terms of the hotel properties. Amounts due to Related Companies Amounts due to related companies are interest-free, non-trade related, unsecured and repayable in cash on demand. Land Vendor Liabilities When a subsidiary enters into unconditional contracts with land vendors to purchase properties for future development that contain deferred payment terms, these liabilities are disclosed at their present value. The amounts owing to land vendors of $51,083,000 (2017: $210,256,000) are secured over the properties until the balances of the purchase monies have been paid or settlements of the acquisition have occurred. 256 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201824. LOANS AND BORROWINGS Weighted Average Effective Interest Rate 2018 % 2017 % Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 Repayable within one year: Unsecured Bank loans Medium Term Notes Debentures Other bonds Bank overdrafts Secured Bank loans Other bonds Repayable after one year: Unsecured Bank loans Medium Term Notes Debentures Other bonds Secured Bank loans Other bonds 2.3 2.8 3.6 1.2 – 2.7 4.9 2.4 3.4 3.3 3.7 2.5 – 2.5 2.5 – – – 2.5 – 2.3 3.4 – 3.5 2.1 4.9 1,225,430 120,000 67,520 28,412 3,229 531,889 60,000 – – 1,530 1,166,994 31,358 2,642,943 978,299 – 1,571,718 5,493,028 2,186,562 1,013,503 498,635 5,370,243 2,086,620 – 526,572 3,091,479 – 2,042,181 30,510 12,283,207 10,056,126 Total loans and borrowings 14,926,150 11,627,844 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (a) The secured bank loans and other bonds are secured by certain subsidiaries by way of fixed and floating charges over certain assets and mortgages on freehold and leasehold land under development as disclosed in Notes 11, 12 and 20. (b) Maturity of non-current loans and borrowings is as follows: Between 1 and 2 years Between 3 and 5 years After 5 years At 30 September Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 2,253,560 8,451,812 1,577,835 12,283,207 2,764,181 6,319,105 972,840 10,056,126 – – – – – – – – (c) (d) As at 30 September 2018, the Group and the Company had interest rate swaps in place, which have the economic effect of converting borrowings from variable rates to fixed rates. The fair values and the terms of these interest rate swaps are discussed in Notes 21 and 32. FPT has a S$3,000,000,000 Multicurrency Medium Term Note Programme and a S$5,000,000,000 Multicurrency Debt Issuance Programme, which are unconditionally and irrevocably guaranteed by the Company. Annual Report 2018 | 257 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201824. LOANS AND BORROWINGS (CONT’D) (e) (f) (g) (h) (i) (j) The Group, through its subsidiary, FCT, established a S$1,000,000,000 Multicurrency Medium Term Note and a S$3,000,000,000 Multicurrency Debt Issuance Programme. The Group, through its subsidiary, FCOT, established a S$1,000,000,000 Multicurrency Medium Term Note Programme. The Group, through its subsidiary, FHT, established a S$1,000,000,000 Multicurrency Debt Issuance Programme. The Group, through its subsidiary, FLT, established a S$1,000,000,000 Multicurrency Debt Issuance Programme. The Group, through its subsidiary, FPHT, established a THB 25 billion debenture programme. The Company has unconditionally and irrevocably guaranteed the debentures issued under the programme. The Group, through its subsidiary, TICON, had established a THB 25 billion debenture programme. All debentures are unsubordinated and unsecured. (k) Included in other bonds are: Unsecured (i) (ii) Retail bonds of S$498,635,000 (2017: S$498,261,000) issued by FPT. The bonds mature 7 years from 22 May 2015, are unsecured and are unconditionally and irrevocably guaranteed by the Company. Bonds of S$28,412,000 (JPY 2.35 billion) (2017: S$28,311,000 (JPY 2.35 billion)) issued by FHT. The Japanese Yen denominated bonds mature five years from 14 July 2014 and are unsecured. Secured (iii) Senior bonds of S$31,358,000 (MYR 94,968,000) (2017: S$30,510,000 (MYR 94,927,000)) issued by FHT. The Malaysian Ringgit denominated bonds mature five years from 14 July 2014 and are secured by the Westin Kuala Lumpur. Reconciliation of movements of liabilities to cash flows arising from financing activities, is as follows: Note At 1 October 2017 $’000 Financing Cash Flows $’000 Acquisitions of Subsidiaries $’000 Interest Expense $’000 Foreign Exchange Movement Others $’000 $’000 At 30 September 2018 $’000 Non-cash Changes Group Loans and borrowings Interest payable Amounts due to non-controlling interests 24 23 11,627,844 48,499 1,658,896 (309,185) 1,801,401 – – 316,325 (163,690) – 1,699 – 14,926,150 55,639 23 10,181 (9,214) – – – – 967 258 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201825. SHARE CAPITAL Group and Company 2018 2017 No. of Shares $’000 No. of Shares $’000 Issued and fully paid: Ordinary Shares At 1 October Issued during the year: – pursuant to the vesting of shares awarded under the share plans At 30 September 2,905,324,694 1,774,771 2,899,996,444 1,766,800 6,701,925 2,912,026,619 9,961 1,784,732 5,328,250 2,905,324,694 7,971 1,774,771 The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All shares carry one vote per share without restriction. The ordinary shares have no par value. 26. OTHER RESERVES Hedging reserve Foreign currency translation reserve Share–based compensation reserve Dividend reserve Other reserves Group 2018 $’000 2017 $’000 (21,191) (662,792) 21,718 180,545 43,261 (438,459) (48,005) (394,294) 18,494 180,130 32,836 (210,839) Company 2018 $’000 – – 21,718 180,545 – 202,263 2017 $’000 – – 18,494 180,130 – 198,624 Annual Report 2018 | 259 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201826. OTHER RESERVES (CONT’D) The movement of other reserves is as follows: Foreign Currency Translation Reserve $’000 Share-based Compensation Reserve $’000 Hedging Reserve $’000 Dividend Reserve $’000 Other Reserves $’000 Total $’000 (48,005) (394,294) 18,494 180,130 32,836 (210,839) 24,811 – – (262,882) 1,954 (727) 26,765 (263,609) – – – – – – – – – – – – – – – – (9,961) – – – – – 13,185 – – – (180,130) 180,545 – – 24,811 (262,882) 145 1,372 145 (236,699) – – – – (9,961) 13,185 (180,130) 180,545 – – 10,280 10,280 3,224 415 10,280 13,919 49 49 (4,889) (4,889) – – – – – – (4,840) (4,840) (21,191) (662,792) 21,718 180,545 43,261 (438,459) Group 2018 Opening balance at 1 October 2017 Other comprehensive income Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates Other comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued (Note 25) Employee share–based expense Dividend paid (Note 29) Dividend proposed (Note 29) Transfer from retained earnings Total contributions by and distributions to owners Changes in ownership interests in subsidiaries Change in interests in subsidiaries without change in control Total change in ownership interests in subsidiaries Closing balance at 30 September 2018 260 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201826. OTHER RESERVES (CONT’D) Group 2017 Opening balance at 1 October 2016 Other comprehensive income Net fair value change of cash flow hedges Foreign currency translation Share of other comprehensive income of joint ventures and associates Other comprehensive income for the year Contributions by and distributions to owners Ordinary shares issued (Note 25) Employee share-based expense Dividend paid (Note 29) Dividend proposed (Note 29) Transfer from retained earnings Total contributions by and distributions to owners Changes in ownership interests in subsidiaries Change in interests in subsidiaries without change in control Total change in ownership interests in subsidiaries Closing balance at 30 September 2017 (a) Hedging Reserve Foreign Currency Translation Reserve $’000 Share-based Compensation Reserve $’000 Hedging Reserve $’000 Dividend Reserve $’000 Other Reserves $’000 Total $’000 (75,374) (471,347) 18,600 179,800 20,588 (327,733) – – – – (7,971) – – – – – 7,865 – – – (179,800) 180,130 – – – – – – – – 28,337 79,026 (1,685) 105,678 (7,971) 7,865 (179,800) 180,130 – – 12,248 12,248 (106) 330 12,248 12,472 28,337 – – 79,026 (968) (717) 27,369 78,309 – – – – – – – – – – – – – – (1,256) (1,256) – – – – – – (1,256) (1,256) (48,005) (394,294) 18,494 180,130 32,836 (210,839) The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments related to hedged transactions that have not yet occurred. (b) Foreign Currency Translation Reserve The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to record the effect of hedging net investment in foreign operations and translating foreign currency loans which form part of the Group’s net investment in foreign operations. Annual Report 2018 | 261 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201826. OTHER RESERVES (CONT’D) (c) Share-based Compensation Reserve The share-based compensation reserve comprises the cumulative value of employee services received for the issue of the shares under the share plans of the Company (Note 27). (d) Dividend Reserve Dividend reserve relates to proposed final dividend of 6.2 cents (2017: 6.2 cents) per share (Note 29). (e) Other Reserves Included in other reserves are statutory reserves which relate to appropriation of funds from the net profit of subsidiaries and associates in China and Thailand, respectively, in accordance with the local laws. 27. EQUITY PLANS (a) FPL Restricted Share Plan (“RSP”) The RSP is a share-based incentive plan for senior executives and key senior management, which was approved by shareholders of the Company at an Extraordinary General Meeting held on 25 October 2013. Information regarding the RSP are as follows: (i) (ii) Depending on the achievement of pre-determined targets over a two-year period, the final number of RSP awards could range between 0% to 150% of the initial grant of the RSP awards. 50% of the final RSP awards will vest at the end of the two-year performance period. The balance will vest equally over the subsequent two years with fulfilment of service requirements. The expense recognised in the profit statement for awards granted under the RSP during the financial year is $17,411,000 (2017: $16,587,000). The estimated fair value of each RSP award granted during the year ranges from $1.80 to $1.94 (2017: $1.26 to $1.40). The fair value is determined using Monte Carlo Valuation Model, which involves projection of future outcomes using statistical distributions of key random variables including share price and volatility of returns. The inputs to the model used are as follows: 2018 2017 Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life (years) Share price at date of grant ($) 3.69 14.87 5.18 16.96 1.56 to 1.79 1.76 to 2.26 2.02 to 4.03 2.03 to 4.03 1.55 2.09 Cash-settled awards of shares are measured at their current fair values at the balance sheet date. 262 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201827. EQUITY PLANS (CONT’D) (b) FPL Performance Share Plan (“PSP”) The PSP is a share-based incentive plan for senior executives and key senior management, which was approved by shareholders of the Company at an Extraordinary General Meeting held on 25 October 2013. Information regarding the PSP are as follows: (i) Depending on the achievement of pre-determined targets over a three-year period, the final number of PSP awards could range between 0% to 200% of the initial grant of the PSP awards. (ii) 100% of the final PSP awards will vest at the end of the three-year performance period. The expense recognised in the profit statement for awards granted under the PSP during the financial year is $200,000 (2017: $228,000). The estimated fair value of each PSP award granted during the year is $1.01 (2017: $1.01). The fair value is determined using Monte Carlo Valuation Model, which involves projection of future outcomes using statistical distributions of key random variables including share price and volatility of returns. The inputs to the model used are as follows: Dividend yield (%) Expected volatility (%) Cost of equity (%) Risk-free interest rate (%) Expected life (years) Share price at date of grant ($) RSP and PSP Awards Granted 2018 3.69 14.87 6.70 1.69 3.03 2.09 2017 5.18 16.96 6.40 2.03 3.03 1.55 The fifth grant of RSP and PSP awards (“Year 5”) was made on 22 December 2017. The details of the awards granted under the RSP and PSP in aggregate as at 30 September 2018 are as follows: RSP Awards Grant Date Year 1 Year 2 Year 3 Year 4 Year 5 3 October 2014 19 August 2015 22 December 2015 21 December 2016 22 December 2017 Balance at 1 October 2017 or Grant Date if Later 1,195,225 3,489,875 9,089,771 11,065,760 7,893,100 32,733,731 Cancelled (4,950) (73,050) (253,650) (631,695) (303,676) (1,267,021) Achievement Factor Vested Balance as at 30 September 2018 Total Equity-settled Cash-settled – – 1,700,229 – – 1,700,229 (1,190,275) (1,726,025) (5,349,500) – – – 1,690,800 5,186,850 10,434,065 7,589,424 (8,265,800) 24,901,139 – 1,318,550 4,014,250 7,266,165 5,045,124 17,644,089 – 372,250 1,172,600 3,167,900 2,544,300 7,257,050 The Company decides that share awards granted to employees working in foreign locations will be settled in cash instead of shares. As such, 329,150 share awards were classified as cash-settled awards during the year and the fair value was re-measured at the balance sheet date, using a valuation method which involves using the market share price at balance sheet date and adjusting for projection of future outcomes. The incremental fair value recognised was $75,000. PSP Awards Grant Date Year 2 Year 3 Year 4 Year 5 19 August 2015 22 December 2015 21 December 2016 22 December 2017 Balance at 1 October 2017 or Grant Date if Later 469,059 523,616 219,540 292,000 1,504,215 Cancelled Achievement Factor – – – – – 25,141 – – – 25,141 Vested (494,200) – – – (494,200) Balance as at 30 September 2018 Total Equity-settled Cash-settled – 523,616 219,540 292,000 1,035,156 – 523,616 219,540 292,000 1,035,156 – – – – – Annual Report 2018 | 263 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201827. EQUITY PLANS (CONT’D) The details of the awards granted under the RSP and PSP in aggregate as at 30 September 2017 are as follows: RSP Awards Grant Date Replacement FPL Awards* 3 October 2014 3 October 2014 Year 1 19 August 2015 Year 2 22 December 2015 Year 3 21 December 2016 Year 4 Balance at 1 October 2016 or Grant Date if Later 1,003,500 2,390,450 6,955,138 9,399,771 11,368,660 31,117,519 Cancelled Achievement Factor Vested Balance as at 30 September 2017 Total Equity-settled Cash-settled – – (112,575) (310,000) (302,900) (725,475) – – 222,762 – – 222,762 – (1,003,500) 1,195,225 (1,195,225) 3,489,875 (3,575,450) – 9,089,771 – 11,065,760 (5,774,175) 24,840,631 – 1,189,650 2,780,400 6,350,771 8,070,860 18,391,681 – 5,575 709,475 2,739,000 2,994,900 6,448,950 * The Replacement FPL Awards were granted to replace the 1,844,401 Outstanding F&N Awards. PSP Awards Grant Date Year 1 Year 2 Year 3 Year 4 3 October 2014 19 August 2015 22 December 2015 21 December 2016 Balance as at 1 October 2016 or Grant Date if Later 667,839 469,059 523,616 219,540 1,880,054 Cancelled Achievement Factor – – – – – (341,339) – – – (341,339) Vested (326,500) – – – (326,500) Balance as at 30 September 2017 Total Equity-settled Cash-settled – 469,059 523,616 219,540 1,212,215 – 469,059 523,616 219,540 1,212,215 – – – – – (c) Restricted Unit Plans (“RUP”) and Restricted Stapled Security Plan (“RSSP”) of Subsidiaries The RUPs for FCAM, FCOAM and FLIAM, and RSSP for FHAM, are unit-based incentive plans for senior executives and key senior management of the respective subsidiaries. These RUPs and RSSP are approved by the respective board of directors of the subsidiaries on 8 December 2017. Information regarding the RUPs and RSSP are as follows: (I) (II) Depending on the achievement of pre-determined targets over a two-year period, the final number of RUPs and RSSP awards could range between 0% to 150% of the initial grant of the RUPs and RSSP awards. 50% of the final RUPs and RSSP awards will vest at the end of the two-year performance period and the balance will vest equally over the subsequent two years with the fulfilment of service requirements. The expense recognised in the profit statement for awards granted under the RUPs and RSSP during the financial year is $674,000 (2017: Nil). 264 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201828. PERPETUAL SECURITIES The Group’s perpetual securities comprise perpetual securities issued by its subsidiaries, FPT and FHT (the “Issuers”). Issue Date Principal Amount Issued under FPT’s S$3,000,000,000 Medium Term Note Programme: – 4.88% subordinated perpetual securities – 5.00% subordinated perpetual securities 24 September 2014 9 March 2015 $600,000,000 $700,000,000 Issued under FHT’s S$1,000,000,000 Multicurrency Debt Issuance Programme: – 4.45% subordinated perpetual securities Issued under FPT’s S$5,000,000,000 Multicurrency Debt Issuance Programme: – 3.95% subordinated perpetual securities – 4.38% subordinated perpetual securities 12 May 2016 $100,000,000 21 September 2017 3 October 2017 17 January 2018 $308,000,000 $42,000,000 $300,000,000 The Group, through its wholly-owned subsidiary, FPT, issued $42,000,000 and $300,000,000 in aggregate principal amount of perpetual securities on 3 October 2017 and 17 January 2018, respectively. Issuance costs of $2,274,000 were recognised in equity as a deduction from proceeds. Distributions are payable semi-annually in arrears. The rates of distribution are subject to revision in accordance with the terms and conditions of the securities. Subject to such conditions, the Issuers may elect to defer making distributions on the perpetual securities, and is not subject to any limits as to the number of times a distribution can be deferred. As the perpetual securities have no fixed maturity date and the payment of distributions is at the discretion of the Issuers, the Issuers are considered to have no contractual obligations to repay the principal or to pay any distributions, and the perpetual securities do not meet the definition for classification as a financial liability under FRS 32 Financial Instruments: Disclosure and Presentation. The whole instrument is presented within equity, and distributions are treated as dividends. The perpetual securities constitute direct, unconditional, subordinated and unsecured obligations of the Issuers and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with any Parity Obligations (as defined in the Conditions) of the Issuers. The securities may be redeemed at the option of the Issuers on any distribution payment date as specified in the Conditions and otherwise upon the occurrence of certain redemption events as specified in the Conditions. 29. DIVIDENDS Dividends on Ordinary Shares: Interim paid 2.4 cents (2017: 2.4 cents) per share, tax exempt Final proposed 6.2 cents (2017: 6.2 cents) per share, tax exempt Company 2018 $’000 2017 $’000 70,305 70,058 180,545 250,850 180,130 250,188 The final dividends are proposed by the Directors after the reporting date and subject to the approval of shareholders at the next annual general meeting of the Company. Annual Report 2018 | 265 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201830. SIGNIFICANT RELATED PARTY TRANSACTIONS For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the direct and indirect ability to control the party, jointly control or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or significant influence. Related parties may be individuals or other entities. The Group considers the Directors of the Company, and Key Executive Officers comprising the Group CEO, key management officers of the corporate office and CEOs of the strategic business units, to be key management personnel in accordance with FRS 24 Related Party Disclosures. Sale and Purchase of Goods and Services In addition to those related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place during the period at terms agreed between the parties: Group 2018 $’000 2017 $’000 (2,870) 225 (2,076) – (319) (616) (16,066) 240 (13,481) 240 (12,778) (11,007) 981 536 (7,475) 403 (7,846) 631 (10,223) 13 (17,113) – (407) (630) Rental and service charge income – received from related companies – paid to related companies Hotel and other income – received from related companies Management fees – received from joint ventures – paid to a related party Dividend income – received from related companies Purchases – paid to related companies Interest (income)/expense – received from related parties – paid to related parties Marketing fees – received from joint ventures – paid to a related company Accounting and secretarial fees – received from joint ventures 266 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT The Group and the Company are exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk. The Group has risk management policies and guidelines governing all investments, which set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control hedging transactions in a timely and accurate manner. All investment opportunities are reviewed regularly by the Executive Committee of the Board to ensure that the Group’s policy guidelines are adhered to. (a) Credit Risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. As at the reporting date, the Group’s and the Company’s maximum exposure to credit risk in the event that the counterparties fail to perform their obligations is represented by the carrying amount of each class of financial assets recognised in the balance sheets, including derivatives with positive fair values. As at 30 September 2018, 100% (2017: 100%) of the Company’s receivables are due from subsidiaries. There is no significant credit risk as these companies are of good credit standing. The Group has guidelines governing the monitoring of credit risk. Contractual deposits are collected and scheduled progress payments are received from the buyers of development properties held for sale when due. Titles to development properties held for sale are only transferred upon full settlement. Rental deposits are collected from tenants and debts are monitored regularly to minimise risk of non-payment. Cash and fixed deposits are placed with reputable financial institutions. Information regarding financial assets that are either past due or impaired and the aging analysis of trade receivables is disclosed in Note 18. With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties to meet their obligations under the contract or arrangement. The Group’s maximum credit risk exposure for cross currency interest rate swaps, cross currency swaps, foreign currency swap contracts and interest rate swaps are limited to the fair value adjustments of these contracts. It is the Group’s and the Company’s policy to enter into financial instruments with a diversity of credit worthy counterparties. The Group and the Company do not expect to incur material credit losses on their financial assets or other financial instruments. (b) Liquidity Risk Liquidity risk is the risk that the Group and Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group adopts a prudent approach to managing its liquidity risk. The Group always maintains sufficient cash and has available funding through a diverse source of uncommitted credit facilities from various banks and a related company. Surplus cash from subsidiaries are transferred to the Company in accordance with its group policy for management of liquidity of the companies in the Group. Annual Report 2018 | 267 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (b) Liquidity Risk (cont’d) The following are the expected contractual undiscounted cash flows of financial liabilities and derivative financial instruments, including interest payments and excluding the impact of netting agreements: Carrying amount $’000 Total $’000 Contractual Cash Flows 1 year or less $’000 1 to 5 years $’000 Over 5 years $’000 Group 2018 Financial liabilities, at amortised cost Loans and borrowings Trade and other payables# Derivative financial assets/ (liabilities), at fair value Interest rate swaps (net-settled) Forward foreign exchange contracts (gross-settled) – outflow – inflow Cross currency swaps/ cross currency interest rate swaps (gross-settled) – outflow – inflow 2017 Financial liabilities, at amortised cost Loans and borrowings Trade and other payables# Derivative financial assets/ (liabilities), at fair value Interest rate swaps (net-settled) Forward foreign exchange contracts (gross-settled) – outflow – inflow Cross currency swaps (gross-settled) – outflow – inflow (14,926,150) (1,835,534) (16,761,684) (16,519,535) (1,846,987) (18,366,522) (3,034,931) (1,703,220) (4,738,151) (11,792,709) (119,460) (11,912,169) (1,691,895) (24,307) (1,716,202) (19,156) (19,568) (25,508) 5,712 228 (1,076,952) 1,078,763 (1,076,952) 1,078,763 – – – – 1,874 9,702 (7,580) (16,769,264) (2,147,723) 2,155,488 (9,992) (18,376,514) (559,500) 569,410 (13,787) (4,751,938) (1,446,038) 1,460,509 20,183 (11,891,986) (142,185) 125,569 (16,388) (1,732,590) (11,627,844) (1,583,256) (13,211,100) (12,738,710) (1,587,994) (14,326,704) (1,858,088) (1,465,778) (3,323,866) (9,752,514) (104,576) (9,857,090) (1,128,108) (17,640) (1,145,748) (51,128) (51,874) (34,896) (16,978) (8,041) (38,702) (546,615) 538,673 (546,615) 538,673 – – – – – (97,871) (13,308,971) (1,597,563) 1,558,762 (98,617) (14,425,321) (120,659) 128,555 (34,942) (3,358,808) (1,476,904) 1,430,207 (63,675) (9,920,765) – – – (1,145,748) # Exclude progress billings received in advance and provisions. 268 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (b) Liquidity Risk (cont’d) The table below indicates the periods in which the cash flows associated with the cash flow hedges are expected to occur: 1 year or less 1 to 5 years Company 2018 Financial liabilities, at amortised cost Trade and other payables Amounts due to subsidiaries Recognised liabilities Corporate guarantees Derivative financial assets/ (liabilities), at fair value Interest rate swaps (net-settled) Forward foreign exchange contracts (gross-settled) – outflow – inflow Cross currency swaps (gross-settled) – outflow – inflow Group 2018 $’000 (20,654) 746 (19,908) 2017 $’000 (37,707) (27,454) (65,161) Carrying amount $’000 Total $’000 Contractual Cash Flows 1 year or less $’000 1 to 5 years $’000 Over 5 years $’000 (10,365) (341,077) (351,442) – (351,442) (10,365) (341,077) (351,442) (15,758,900) (16,110,342) (10,365) (332,323) (342,688) (15,758,900) (16,101,588) – (8,754) (8,754) – (8,754) (6,378) (6,422) (5,513) (909) (919) 2,915 (146,240) 145,431 (146,240) 145,431 – – (484,170) 487,080 (4,321) (16,114,663) (382,200) 381,026 (7,496) (16,109,084) (101,970) 106,054 3,175 (5,579) (4,382) (355,824) – – – – – – – – – – – – Annual Report 2018 | 269 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (b) Liquidity Risk (cont’d) Company 2017 Financial liabilities, at amortised cost Trade and other payables Amounts due to subsidiaries Recognised liabilities Corporate guarantees Derivative financial assets/ (liabilities), at fair value Interest rate swaps (net-settled) Forward foreign exchange contracts (gross-settled) – outflow – inflow Cross currency swaps (gross-settled) – outflow – inflow Carrying amount $’000 Total $’000 Contractual Cash Flows 1 year or less $’000 1 to 5 years $’000 Over 5 years $’000 (10,845) (195,638) (206,483) – (206,483) (10,845) (195,638) (206,483) (12,923,534) (13,130,017) (10,845) (194,653) (205,498) (12,923,534) (13,129,032) – (985) (985) – (985) (16,859) (17,026) (10,030) (6,996) (2,000) (19,794) (38,653) (245,136) (175,687) 173,634 (175,687) 173,634 – – (587,334) 567,740 (38,673) (13,168,690) (2,588) 10,909 (3,762) (13,132,794) (584,746) 556,831 (34,911) (35,896) – – – – – – – – – – – – The maturity analyses show the contractual undiscounted cash flows of the Group’s and the Company’s financial liabilities on the basis of their earliest possible contractual maturity. The cash inflows/(outflows) disclosed relate to those instruments held for risk management purposes and which are usually not closed out prior to contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement e.g. forward exchange contracts. Net-settled derivative financial assets are included in the maturity analyses as they are held to hedge the cash flow variability of the Group’s floating rate loans. 270 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (c) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure to interest rate risk is in respect of debt obligations and deposits with related companies and financial institutions. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate debts with varying tenors. To manage this mix in a cost-efficient manner, the Group uses hedging instruments such as interest rate swaps and cross currency interest rate swaps to minimise its exposure to interest rate volatility. Sensitivity Analysis for Interest Rate Risk A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. Profit before tax Equity 100 bp Increase $’000 100 bp Decrease $’000 100 bp Increase $’000 100 bp Decrease $’000 Group 2018 Variable rate instruments not hedged Interest rate swaps/cross currency interest rate swaps Cash flow sensitivity (net) (32,434) 32,434 – – 16,749 (15,685) (13,144) 19,290 168,825 168,825 (136,441) (136,441) 2017 Variable rate instruments not hedged Interest rate swaps/cross currency interest rate swaps Cash flow sensitivity (net) (37,920) 37,920 – – 15,317 (22,603) (15,376) 22,544 89,678 89,678 (93,638) (93,638) Annual Report 2018 | 271 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (d) Foreign Currency Risk The purpose of the Group’s and the Company’s foreign currency hedging activities is to protect against the volatility associated with future cash flow arising from investments in and loans granted to foreign subsidiaries. The Group and the Company primarily utilise foreign currency forward contracts and cross currency swaps to hedge foreign currency denominated investments and loans to foreign subsidiaries. Under this programme, increases or decreases in the Company’s foreign currency denominated investments and loans are partially offset by gains and losses on the hedging instruments. The Company does not use foreign currency forward contracts or other hedging instruments for trading purposes. In addition to transactional exposures, the Group is also exposed to foreign exchange movements on its net investment in foreign subsidiaries. The Group uses foreign currency borrowings as a natural hedge against the activities of the foreign subsidiaries. The Group’s exposure to foreign currencies as at 30 September 2018 and 30 September 2017, after taking into account foreign currency forward contracts and cross currency swaps, is as follows: Group 2018 Financial Assets Trade and other receivables Cash and cash equivalents Singapore Dollar $’000 Australian Dollar $’000 Sterling Pound $’000 United States Dollar $’000 1,511 22,770 16 28,431 21 6,044 21,338 14,994 Financial Liabilities Trade and other payables Loans and borrowings Net statement of financial position exposure (6,285) (117,551) (99,555) (327) (68,346) (40,226) (4,602) (84,956) (83,493) (6,092) (1,195,897) (1,165,657) Less: Foreign currency forward contracts/ cross currency swaps Net currency exposure 2017 Financial Assets Trade and other receivables Cash and cash equivalents 117,548 17,993 68,346 28,120 85,112 1,619 1,195,897 30,240 4,159 37,845 – 31,534 – 1,570 15,784 6,778 Financial Liabilities Trade and other payables Loans and borrowings Net statement of financial position exposure (38,249) (226,569) (222,814) (23) – 31,511 (104) – 1,466 (8,731) (969,210) (955,379) Less: Foreign currency forward contracts/ cross currency swaps Net currency exposure 226,568 3,754 – 31,511 – 1,466 970,523 15,144 272 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 31. FINANCIAL RISK MANAGEMENT (CONT’D) (d) Foreign Currency Risk (cont’d) The Group has the following outstanding foreign currency forward contracts and cross currency swaps to hedge future receipts of distribution, net of anticipated payments in foreign currencies: Notional amounts Singapore Dollar Australian Dollar Sterling Pound Euro Japanese Yen Others Group 2018 $’000 2017 $’000 5,993 100,871 240,062 48,463 121,353 1,545 518,287 10,743 225,980 190,498 34,487 – 1,504 463,212 The Company’s exposure to foreign currencies as at 30 September 2018 and 30 September 2017, after taking into account foreign currency forward contracts, is as follows: Company 2018 Financial Assets Trade and other receivables Cash and cash equivalents Currency exposure 2017 Financial Assets Trade and other receivables Cash and cash equivalents Currency exposure Australian Dollar $’000 United States Dollar $’000 46,495 7,368 53,863 16,120 8 16,128 50,389 2,416 52,805 9,586 2,829 12,415 Annual Report 2018 | 273 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201831. FINANCIAL RISK MANAGEMENT (CONT’D) (d) Foreign Currency Risk (cont’d) Sensitivity Analysis for Foreign Currency Risk The following table demonstrates the sensitivity analysis of the Group’s exposure to foreign currency risk on its financial assets and liabilities as at the end of the financial year by a reasonably possible change in the S$, A$, GBP and US$ against the respective functional currencies of the Group entities, with all other variables held constant: Group Company Profit before Taxation $’000 Equity $’000 Profit before Taxation $’000 Equity $’000 30 September 2018 S$ A$ GBP US$ – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% 30 September 2017 S$ A$ GBP US$ – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% – Strengthened 1% – Weakened 1% 180 (180) 281 (281) 16 (16) 302 (302) 38 (38) 315 (315) 15 (15) 151 (151) – – 1,034 (1,034) 2,480 (2,480) – – – – 1,125 (1,122) 1,961 (1,957) – – – – 539 (539) – – 161 (161) – – 528 (528) – – 124 (124) – – – – – – – – – – – – – – – – 274 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (a) Fair Value Hierarchy The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: 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 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. (b) Classifications and Fair Values The following tables show the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. They do not include fair value information for short term trade and other receivables, cash and cash equivalents, trade and other payables and short-term bank borrowings as their carrying amounts are reasonable approximation of fair values: Note Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Fair Value Carrying Amount Total $’000 Group 2018 Assets and Liabilities measured at Fair Value: Financial Assets Derivative financial assets: – Cross currency swaps/ cross currency interest rate swaps – Interest rate swaps – Foreign currency forward contracts Non-Financial Assets Investment properties Financial Liabilities Derivative financial liabilities: – Cross currency swaps/ cross currency interest rate swaps – Interest rate swaps – Foreign currency forward contracts Liabilities not carried at Fair Value but for which Fair Value are disclosed: Financial Liabilities Bank borrowings (non-current) 21 21 21 11 21 21 21 – – – – – – – – – 27,964 7,517 5,076 – – – 27,964 7,517 27,964 7,517 5,076 5,076 – 40,557 20,644,479 20,644,479 20,644,479 20,685,036 20,644,479 20,685,036 18,262 26,673 3,202 48,137 – – – – 18,262 26,673 3,202 48,137 18,262 26,673 3,202 48,137 24 3,281,274 8,998,070 – 12,279,344 12,283,207 Annual Report 2018 | 275 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (b) Classifications and Fair Values (cont’d) Note Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Fair Value Carrying Amount Total $’000 14 – 1,006 3,273 604 – – – – 14 14 1,006 3,273 604 1,006 3,273 604 – 4,883 15,817,282 15,817,282 15,817,282 15,822,179 15,817,282 15,822,179 39,708 54,401 8,645 102,754 – – – – 39,708 54,401 8,645 102,754 39,708 54,401 8,645 102,754 – – – – 14 – – – – 24 2,365,960 7,741,652 – 10,107,612 10,056,126 15 21 21 21 11 21 21 21 Group 2017 Assets and Liabilities measured at Fair Value: Financial Assets Available-for-sale financial assets: – Quoted investments Derivative financial assets: – Cross currency swaps/ cross currency interest rate swaps – Interest rate swaps – Foreign currency forward contracts Non-Financial Assets Investment properties Financial Liabilities Derivative financial liabilities: – Cross currency swaps/ cross currency interest rate swaps – Interest rate swaps – Foreign currency forward contracts Liabilities not carried at Fair Value but for which Fair Value are disclosed: Financial Liabilities Bank borrowings (non-current) 276 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (b) Classifications and Fair Values (cont’d) Note Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Fair Value Carrying Amount Total $’000 Company 2018 Assets and Liabilities measured at Fair Value: Financial Assets Derivative financial assets: – Cross currency swaps – Interest rate swaps Non-Financial Asset Investment property Financial Liabilities Derivative financial liabilities: – Cross currency swaps – Interest rate swaps – Foreign currency forward contracts 2017 Assets and Liabilities measured at Fair Value: Financial Assets Derivative financial assets: – Cross currency swaps – Foreign currency forward contracts Non-Financial Asset Investment property Financial Liabilities Derivative financial liabilities: – Cross currency swaps – Interest rate swaps – Foreign currency forward contracts 21 21 11 21 21 21 21 21 11 21 21 21 – – – – – – – – – – – – – – – – 8,626 1,314 – 9,940 5,711 7,692 919 14,322 73 90 – 163 19,867 16,859 2,090 38,816 – – 8,626 1,314 8,626 1,314 1,600 1,600 1,600 11,540 1,600 11,540 – – – – – – 5,711 7,692 919 14,322 5,711 7,692 919 14,322 73 90 73 90 1,500 1,500 1,500 1,663 1,500 1,663 – – – – 19,867 16,859 2,090 38,816 19,867 16,859 2,090 38,816 Annual Report 2018 | 277 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (c) Determination of Fair Value The following valuation methods and assumptions are used to estimate the fair values of the following significant classes of assets and liabilities: (i) Derivatives Foreign currency forward contracts, cross currency interest rate swaps, cross currency swaps and interest rate swaps are valued using valuation techniques with market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present valuation calculations. The models incorporate various inputs including the foreign exchange spot and forward rates, interest rate and forward rate curves. (ii) Non-Derivative Financial Liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted using the market rate of interest at the reporting date. (iii) Other Financial Assets and Liabilities The fair value of quoted securities is their quoted bid price at the reporting date. The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair values because of the short period to maturity. All other financial assets and liabilities are discounted to determine their fair values. Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best estimates and the discount rate is a market-related rate for a similar instrument in the balance sheet. (iv) Investment Properties The Group’s investment property portfolio is mostly valued by external and independent valuers at least once every two years. The fair values are based on open market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction wherein the parties had each acted knowledgeably and without compulsion. The valuers have considered valuation techniques including market comparison method, capitalisation method and discounted cash flow method in arriving at the open market value as at the reporting date. In determining the fair value, the valuers have used valuation techniques which involve certain estimates. The key assumptions used to determine the fair value of investment properties include market-corroborated capitalisation rate, terminal yield and discount rate. IPUC are stated at fair value which has been determined based on valuations performed at reporting date. Valuations are performed by accredited independent valuers with recognised and relevant professional qualification or internal valuers with recent experience in the location and category of the properties being valued. The fair values of IPUC are determined using a combination of capitalisation method, discounted cash flow method and residual land value method, where appropriate. The valuations are based on open market values on the highest and best use basis. 278 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (c) Determination of Fair Value (cont’d) (iv) Investment Properties (cont’d) The market comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices to that reflective of the investment properties. The capitalisation method capitalises the estimated net income of the property for perpetuity or the balance term of the lease tenure at a capitalisation rate that is appropriate for the type of use, tenure and reflective of the quality of the investment. Capital adjustments are then made to derive the capital value of the property. The discounted cash flow method involves the estimation and projection of net cash flows over a period and discounting the stream of net cash flow (including estimated terminal net cash flow) at an estimated required rate of return to arrive at the net present value. In the residual land value method of valuation, the value of the property in its existing partially completed state of construction taking into account the cost of work done is arrived at by deducting estimated cost to complete and other relevant costs from the gross development value of the proposed development, assuming satisfactory completion. In relying on the valuation reports, management has exercised its judgement and is satisfied that the valuation methods and estimates are reflective of current market conditions. (d) Level 3 Fair Value Measurements (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements The following table shows the valuation techniques used in measuring significant Level 3 fair values, as well as the significant unobservable inputs used: Recurring Fair Value Measurements Description Fair Value as at 30 September 2018 $’000 Investment Properties Singapore SBU Valuation Techniques Key Unobservable Inputs – Singapore 8,598,000 (2017: 6,890,600) – Capitalisation – Capitalisation rate: method 3.5% to 5.3% (2017: 3.3% to 5.3%) – Discounted cash flow method – Discount rate: 6.5% to 7.8% (2017: 7.0% to 8.0%) – Terminal yield rate: 3.8% to 5.3% (2017: 3.5% to 5.8%) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate Annual Report 2018 | 279 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Description Fair Value as at 30 September 2018 $’000 Investment Properties Singapore SBU (cont’d) Valuation Techniques Key Unobservable Inputs – Australia 836,888 (2017: 858,857) – Capitalisation – Capitalisation rate: method 5.0% to 7.0% (2017: 5.3% to 7.3%) – Discounted cash flow method – Discount rate: 7.0% to 7.5% (2017: 6.8% to 7.7%) – Terminal yield rate: 5.3% to 7.3% (2017: 5.5% to 7.3%) Investment Properties Hospitality SBU – Singapore 799,000 (2017: 773,300) – Capitalisation – Capitalisation rate: method 3.3% to 5.2% (2017: 3.3% to 5.3%) – Discounted cash flow method – Discount rate: 4.5% to 7.0% (2017: 4.5% to 7.3%) – Terminal yield rate: 3.3% to 5.5% (2017: 3.3% to 5.6%) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate 280 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Fair Value as at 30 September 2018 $’000 Description Investment Properties Hospitality SBU (cont’d) Valuation Techniques Key Unobservable Inputs – Australia 260,227 (2017: 187,619) – Capitalisation – Capitalisation rate: method 5.5% to 6.5% (2017: 6.8%) – Discounted cash flow method – Discount rate: 7.5% to 8.0% (2017: 8.3% to 8.5%) – Terminal yield rate: 5.8% to 6.5% (2017: 6.8% to 7.0%) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate – Market – Transacted price of comparison method comparable properties(1): $1,180 psf to $1,710 psf (2017: $772 psf to $1,886 psf) The estimated fair value varies with different adjustment factors used – Europe 695,890 (2017: 706,344) – Capitalisation – Capitalisation rate: method 5.0% to 6.5% (2017: 5.8% to 6.3%) – Discounted cash flow method – Discount rate: 7.0% to 8.5% (2017: 7.3% to 9.5%) – Terminal yield rate: 5.0% to 6.5% (2017: 5.3% to 7.5%) The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate – Market – Transacted price of comparison method comparable properties(1): $1,998 psf to $3,418 psf (2017: $2,283 psf to $3,534 psf) The estimated fair value varies with different adjustment factors used Annual Report 2018 | 281 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Fair Value as at 30 September 2018 $’000 Description Investment Properties Hospitality SBU (cont’d) Valuation Techniques Key Unobservable Inputs – China 350,484 (2017: 247,732) – Capitalisation – Capitalisation rate: method 2.4% to 2.5% (2017: 2.4%) – Discounted cash flow method – Discount rate: 5.4% to 5.5% (2017: 5.4%) – Terminal yield rate: 2.4% to 2.5% (2017: 2.4%) – Others 254,253 (2017: 90,424) – Discounted cash flow method – Capitalisation rate: 7.5% (2017: 8.4%) – Discount rate: 7.4% (2017: 7.5%) – Market – Transacted price of comparison method comparable properties(1): $285 psf to $301 psf (2017: $205 psf to $234 psf) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate The estimated fair value varies with different adjustment factors used 282 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Description Fair Value as at 30 September 2018 $’000 Investment Properties under Construction Hospitality SBU Valuation Techniques Key Unobservable Inputs – Singapore 241,849 (2017: 192,884) – Capitalisation – Capitalisation rate: method 4.7% (2017: 4.8%) – Residual land value method – Total gross development values: $301,000,000 (2017: $297,000,000) – Total estimated construction cost to completion: $33,135,000 (2017: $72,291,000) – Europe 99,626 (2017: 79,563) – Capitalisation – Capitalisation rate: method 5.5% (2017: 5.5%) – Discounted cash flow method – Discount rate: 7.5% (2017: 7.5%) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value would increase with higher gross development value and decrease with higher cost to completion The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate Annual Report 2018 | 283 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Description Fair Value as at 30 September 2018 $’000 Investment Properties Australia SBU Valuation Techniques Key Unobservable Inputs – Frasers Property Australia 1,218,945 (2017: 1,189,000) – Capitalisation – Capitalisation rate: method 5.3% to 7.3% (2017: 5.5% to 7.5%) – Discounted cash flow method – Discount rate: 6.3% to 8.3% (2017: 7.0% to 8.5%) – FLT 2,924,551 (2017: 1,959,776) – Capitalisation – Capitalisation rate: method 4.1% to 11.8% (2017: 5.8% to 11.4%) – Discounted cash flow method – Discount rate: 6.8% to 9.0% (2017: 7.1% to 9.5%) – Terminal yield rate: 5.8% to 26.6% (2017: 6.0% to 22.8%) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate 284 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Fair Value as at 30 September 2018 $’000 Description Investment Properties Europe and rest of Asia Valuation Techniques Key Unobservable Inputs – Vietnam 62,627 (2017: 54,969) – Capitalisation – Capitalisation rate: method 9.5% (2017: Nil) – Discounted cash flow method – Discount rate: 12.0% (2017: 12.0%) – Terminal yield rate: 9.5% (2017: 10.0%) – Europe 2,666,555 (2017: 989,619) – Capitalisation – Capitalisation rate: method 4.7% to 15.0% (2017: 5.0% to 12.0%) – Discounted cash flow method – Discount rate: 4.0% to 9.0% (2017: 5.0% to 9.0%) – Terminal yield rate: 6.3% (2017: Nil) – Thailand 1,578,549 (2017: Nil) – Discounted cash flow method – Discount rate: 8.0% to 17.0% (2017: Nil) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate The estimated fair value varies inversely against the capitalisation rate The estimated fair value varies inversely against the discount rate and terminal yield rate The estimated fair value varies inversely against the discount rate and terminal yield rate – Terminal yield rate: 7.0% to 7.5% (2017: Nil) – Market – Transacted price of comparison method comparable properties(1): $2 psf to $45 psf (2017: Nil) The estimated fair value varies with different adjustment factors used Annual Report 2018 | 285 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (i) Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d) Recurring Fair Value Measurements (cont’d) Fair Value as at 30 September 2018 $’000 Description Investment Properties under Construction Europe and rest of Asia Valuation Techniques Key Unobservable Inputs – Thailand 57,035 (2017: Nil) – Discounted cash flow method – Discount rate: 8.0% (2017: Nil) Inter-relationship Between Key Unobservable Inputs and Fair Value Measurement The estimated fair value varies inversely against the discount rate and terminal yield rate – Terminal yield rate: 7.0% (2017: Nil) – Market – Transacted price of comparison method comparable properties(1): $5 psf to $42 psf (2017: Nil) The estimated fair value varies with different adjustment factors used (1) Adjustments are made for any difference in the location, tenure, size and condition of the specific property. Key unobservable inputs correspond to: • • • Capitalisation rate corresponds to a rate of return on a property based on the income that the property is expected to generate. Discount rate represents the required rate of return, adjusted for a risk premium that reflects the risks relevant to an asset. Terminal yield rate reflects an exit capitalisation rate applied to a projected terminal cash flow. (ii) Movements in Level 3 Assets Measured at Fair Value The movements of financial and non-financial assets, classified under Level 3 and measured at fair value have been disclosed in Note 11. (iii) Valuation Policies and Procedures The significant non-financial asset of the Group categorised within Level 3 of the fair value hierarchy is investment properties. Generally, the fair values of investment properties are determined at least once every two years by independent professional valuers. Investment properties that are not independently valued are carried at fair value determined by directors’ valuation. Frasers Property Australia’s investment properties division includes a valuation team (the “FPA Valuation Team”) where each member of this team is professionally qualified and is an accredited property valuer. The FPA Valuation Team performs the underlying valuations that support the directors’ valuation. 286 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201832. FAIR VALUE OF ASSETS AND LIABILITIES (CONT’D) (d) Level 3 Fair Value Measurements (cont’d) (iii) Valuation Policies and Procedures (cont’d) The independent professional valuers and FPA Valuation Team (the “Valuers”) are experts who possess the relevant credentials and knowledge on the subject of property valuation, valuation methodologies and FRS 113 fair value measurement guidance to perform the valuation. For valuations performed by the Valuers, the appropriateness of the valuation methodologies and assumptions adopted are reviewed along with the appropriateness and reliability of the inputs (including those developed internally by the Group) used in the valuations. In selecting the appropriate valuation models and inputs to be adopted for each valuation that uses significant non-observable inputs, the Valuers are required to recalibrate the valuation models and inputs to actual market transactions (which may include transactions entered into by the Group with third parties as appropriate) that are relevant to the valuation if such information is reasonably available. For valuations that are sensitive to the unobservable inputs used, the Valuers are required, to the extent practicable, to use a minimum of two valuation approaches to allow for cross-checks. Significant changes in fair value measurements from period to period are evaluated for reasonableness. Key drivers of the changes are identified and assessed for reasonableness against relevant information from independent sources, or internal sources if necessary and appropriate. In accordance with the Group’s reporting policies, the valuation process and the results of the independent valuations and directors’ valuation are reviewed at least once a year by the Executive Committee of the Board and the Audit Committee before the results are presented to the Board of Directors for approval. (e) Fair Value of Financial Instruments by Classes that are not Carried at Fair Value and whose Carrying Amounts are not Reasonable Approximation of Fair Value (i) Other Receivables (Non-Current) and Other Payables (Non-Current) No disclosure of fair value is made for non-current other receivables and other payables as it is not practicable to determine their fair values with sufficient reliability since the balances have no fixed terms of repayment. The Group and the Company do not anticipate that the carrying amounts recorded at the end of the financial year would be significantly different from the values that would eventually be received or settled. (ii) Available-for-Sale Financial Assets – Unquoted Equity Investments, at Cost Unquoted equity investments represent ordinary shares that are not quoted on any market and do not have any comparable industry peer that is listed. Fair value information has not been disclosed for these investments carried at cost less impairment as the Group does not expect the fair value to be significantly different from the carrying amount. The Group does not intend to dispose of these investments in the foreseeable future. (iii) Rental Deposits Payables (Non-Current) No disclosure of fair value is made for rental deposits payables as the Group does not anticipate that the carrying amounts recorded at the end of the financial year would be significantly different from the values that would eventually be received or settled. Annual Report 2018 | 287 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201833. CLASSIFICATION OF FINANCIAL INSTRUMENTS Set out below is a comparison by category of carrying amounts of all the Group’s and the Company’s financial instruments that are carried in the financial statements. Loans and Receivables $’000 Derivatives used for Hedging $’000 Fair Value through Profit or Loss $’000 Available- for-Sale $’000 Liabilities at Amortised Cost $’000 Group 2018 Assets Financial assets Trade and other receivables# Derivative financial instruments Bank deposits and cash and cash equivalents Liabilities Trade and other payables* Derivative financial instruments Loans and borrowings 2017 Assets Financial assets Trade and other receivables# Derivative financial instruments Bank deposits and cash and cash equivalents Liabilities Trade and other payables* Derivative financial instruments Loans and borrowings – 725,179 – 2,585,191 3,310,370 – – – – – 700,206 – 2,409,480 3,109,686 – – – – – – 18,860 – 18,860 – 36,563 – 36,563 – – 3,273 – 3,273 – 74,831 – 74,831 – – 21,697 – 21,697 – 11,574 – 11,574 – – 1,610 – 1,610 – 27,923 – 27,923 8,475 – – – 8,475 – – – – – – – – – 1,835,534 – 14,926,150 16,761,684 2,162 – – – 2,162 – – – – – – – – – 1,583,256 – 11,627,844 13,211,100 288 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201833. CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT’D) Loans and Receivables $’000 Derivatives used for Hedging $’000 Fair Value through Profit or Loss $’000 Available- for-Sale $’000 Liabilities at Amortised Cost $’000 – 4,212,577 8,514 – 4,221,091 – – – – 3,393,530 45,432 – 3,438,962 – – – 1,314 1,314 – 8,344 8,344 – – – – – – – – 8,625 8,625 – 5,978 5,978 – – – 163 163 2,148 – – – 2,148 – – – – – – – – 351,442 – 351,442 2,148 – – – 2,148 – – – – – – – – – 18,436 18,436 – 20,470 20,470 – – – 206,483 – 206,483 Company 2018 Assets Financial assets Trade and other receivables# Cash and cash equivalents Derivative financial instruments Liabilities Trade and other payables Derivative financial instruments 2017 Assets Financial assets Trade and other receivables# Cash and cash equivalents Derivative financial instruments Liabilities Trade and other payables Derivative financial instruments # * Exclude tax recoverable. Exclude progress billings received in advance and provisions. Annual Report 2018 | 289 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201834. CAPITAL MANAGEMENT The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 30 September 2018 and 30 September 2017. The Group monitors capital using a gearing ratio, which is net debt divided by total equity, as follows: Bank deposits Cash and cash equivalents Loans and borrowings Net borrowings Total equity Net borrowings over total equity ratio Group 2018 $’000 2017 $’000 448,743 2,136,448 (14,926,150) (12,340,959) 14,628,074 0.84 272,205 2,137,275 (11,627,844) (9,218,364) 13,049,199 0.71 Certain entities in the Group are required to comply with certain externally imposed capital requirements in respect of some of their external borrowings, and these have been complied with during the year. 290 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201835. COMMITMENTS (a) Capital Commitments Capital and development expenditures contracted for as at the end of the reporting period but not recognised in the financial statements are as follows: Commitments in respect of contracts placed for: – estimated development costs for properties held for sale – capital expenditure costs for investment properties – share of joint ventures’ capital and development expenditure – equity investments – others Capital commitments in respect of: Equity Investments in 2018 Group 2018 $’000 2017 $’000 252,511 104,835 68,216 330,564 5,702 761,828 429,938 247,605 109,562 1,499,320 48,128 2,334,553 The Company, through the following two indirect wholly-owned subsidiaries, Frasers Property Ventures I Pte. Ltd. and Frasers Property Ventures II Pte. Ltd., entered into agreements to subscribe for equity interest in certain companies. The aggregate investment amount for the above agreements is up to US$60,000,000 (approximately S$82,000,000). As at 30 September 2018, the Company has injected a total of US$4,622,000 (approximately S$6,317,000). FPHT’s aggregate capital commitment for the One Bangkok Restructuring is approximately THB 7.1 billion (S$297.8 million). As at 30 September 2018, FPHT has injected THB 1.1 billion (S$44.1 million). Equity Investments in 2017 On 11 September 2017, Frasers Property International Pte. Ltd., a wholly-owned subsidiary of FPL, entered into four sale and purchase agreements for the acquisition of four business parks located in the United Kingdom by way of acquisition of 100% interest in each of the entities which owns 100% interest in each of the business parks (the “Acquisition”). The aggregate consideration for the Acquisition is approximately GBP 686,000,000 (approximately S$1,204,000,000). A deposit of GBP 17,500,000 (approximately S$31,395,000) was placed. The Acquisition was completed on 8 November 2017. Annual Report 2018 | 291 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201835. COMMITMENTS (CONT’D) (b) Operating Lease Commitments – as Lessee Future minimum rental payable under non-cancellable operating leases at the end of the reporting period is as follows: Within 1 year From 1 year to 5 years After 5 years Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 30,032 122,336 1,100,291 1,252,659 28,200 115,506 955,095 1,098,801 – – – – – – – – The Group leases land and buildings from non-related parties under operating leases. These leases have varying terms, escalation clauses and renewal rights. Some leases provide for additional rent payments that are based on changes in a local price index. Rental expense recognised in the profit statement is as follows: Minimum lease payments (c) Operating Lease Commitments – as Lessor Group 2018 $’000 2017 $’000 36,399 32,482 The Group has entered into commercial property leases on its investment properties and certain properties held for sale. These non-cancellable leases have remaining non-cancellable lease terms of between 2 to 8 years. Future minimum rental receivable under non-cancellable operating leases at the end of the reporting period is as follows: Within 1 year From 1 year to 5 years After 5 years Group 2018 $’000 2017 $’000 Company 2018 $’000 2017 $’000 753,162 1,867,456 1,257,390 3,878,008 550,419 1,263,088 796,000 2,609,507 – – – – – – – – Rental income from investment properties is disclosed in Note 11. 292 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201836. GUARANTEE CONTRACTS (i) (ii) (iii) (iv) As at 30 September 2018, the Company has provided unconditional and irrevocable corporate guarantees for up to $15,758,900,000 (2017: $12,923,534,000) for loans and borrowings and perpetual securities issued by certain subsidiaries. As at 30 September 2018, the total amount of utilised borrowing facilities was $9,272,218,000 (2017: $7,663,803,000). As at 30 September 2018, the Company has provided bankers’ guarantees of $20,408,000 (2017: $39,920,000) to unrelated parties in respect of performance contracts on behalf of certain subsidiaries and joint ventures. No liability is expected to arise. Certain subsidiaries of the Group have provided bankers’ guarantees of A$69,125,000 (2017: A$63,651,000) to unrelated parties in Australia in respect of performance contracts and A$52,883,000 (2017: A$62,238,000) of insurance bonds representing undertakings given to unrelated parties by insurance companies on behalf of the subsidiaries. No liability is expected to arise. A wholly-owned subsidiary of the Group has provided RMB 149,745,000 (2017: RMB 29,980,000) of corporate guarantees to banks in China in connection with loans provided by the banks to the subsidiary’s property buyers, covering the period from loan contract date to the property delivery date. (v) Certain subsidiaries of the Group have provided bankers’ guarantees of THB 50,000,000 (2017: THB 54,000,000) to unrelated parties in respect of performance contracts. No liability is expected to arise. 37. ACQUISITIONS OF SUBSIDIARIES The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property, and together, they are capable of being managed to provide returns to the Group. When the acquisition of a subsidiary does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. (a) Business Combinations The following acquisitions of the Group have been accounted for as business combinations: (i) On 5 July 2017, Frasers Property Investments (Holland) B.V. (“FPI (Holland)”), a wholly-owned subsidiary of the Group, completed the acquisition of approximately 86.56% of the ordinary shares in the share capital of Geneba, a company incorporated in the Netherlands, for a consideration of S$499,334,000 (approximately EUR 314,759,000) (the “Geneba Acquisition”). Following the completion of the Geneba Acquisition, FPI (Holland) launched a one-time all-cash offer for all the remaining issued and outstanding depository receipts of Geneba (the “Offer”), at a price of EUR 3.74 per depository receipt, the same price paid by FPI (Holland) for the Geneba Acquisition. As at 30 September 2017, together with on-market purchases, the Group acquired 99.5% shareholdings in Geneba, was entitled to mandatorily purchase the remaining 0.5% and accrued for the cost of the remaining 0.5% and consolidated Geneba as a wholly-owned subsidiary. On 2 July 2018, pursuant to the mandatory buy-out procedure undertaken by FPI (Holland), FPI (Holland) received the remaining ordinary shares in the issued share capital of Geneba, increasing the Group’s shareholding interest in Geneba from 99.5% to 100%. Annual Report 2018 | 293 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201837. ACQUISITIONS OF SUBSIDIARIES (CONT’D) (a) Business Combinations (cont’d) The Group engaged an independent firm to perform Purchase Price Allocation (“PPA”) for Geneba. Based on the PPA, the goodwill was provisionally determined at S$56,761,000 (approximately EUR 35,385,000) as at 30 September 2017. The PPA was finalised during the current financial year. The effects of the finalisation of the PPA are not material and are set out as follows: Provisional fair value previously recognised $’000 984,526 56,761 (16,098) (88,530) Currency re-alignment $’000 Adjustments $’000 As finalised $’000 (10,863) (627) 178 976 3,518 10,917 (12,481) (1,954) 977,181 67,051 (28,401) (89,508) Investment properties Goodwill Deferred tax liabilities Non-controlling interests (ii) Following the Group’s additional acquisition of ordinary shares in TICON, the Group’s effective shareholding in TICON increased from 40.95% to 53.74%, and with effect from 2 April 2018, TICON was consolidated as a subsidiary. On 4 April 2018, Frasers Assets launched a tender offer for the shares of TICON, at a price of THB 17.90 per share (the “Offer”). The Offer closed on 15 May 2018. Pursuant to the Offer, the Group’s effective shareholding in TICON increased from 53.74% to 64.72%. Goodwill arising from acquisition The Group has engaged an independent firm to perform PPA for the acquisition of TICON. Based on the PPA, part of the consideration paid for the net assets acquired has been identified and provisionally allocated to investment properties, intangible assets, property, plant and equipment and deferred tax assets. The fair values of identifiable net assets over the consideration paid, amounting to S$20,239,000 (approximately THB 486,279,000), has been included in gain on acquisitions of subsidiaries under “Exceptional Items” in the Group’s profit statement for the year ended 30 September 2018. Impact of the acquisition on the profit statement From the acquisition date, TICON has contributed revenue of S$41,434,000 (approximately THB 995,553,000) and profit for the period of S$96,111,000 (approximately THB 2,309,305,000) to the Group. If the business combination had taken place at the beginning of the financial year, TICON’s contribution to the Group’s revenue and profit for the year would have been S$103,407,000 (approximately THB 2,484,612,000) and S$122,975,000 (approximately THB 2,954,788,000), respectively. Provisional accounting for the acquisition of TICON The fair value of the net identifiable assets and liabilities as at acquisition date have been determined on a provisional basis as the final results of the PPA have not been received by the date that the financial statements was authorised for issue. Goodwill arising from this acquisition, the carrying amounts of investment properties, intangible assets, property, plant and equipment and deferred tax liabilities will be adjusted accordingly on a retrospective basis when the PPA is finalised. 294 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201837. ACQUISITIONS OF SUBSIDIARIES (CONT’D) (a) Business Combinations (cont’d) The fair value of the identifiable assets and liabilities of TICON as at the acquisition were: Investment properties Properties held for sale Property, plant and equipment Investment in joint ventures and associates Deferred tax assets Intangible assets Trade and other receivables Other assets Cash and cash equivalents Borrowings Deferred tax liabilities Trade and other payables Total identifiable net assets at fair value Less: Non–controlling interest at fair value Less: Amount previously accounted for as an associate Loss on disposal of an associate (Note 14(a)) Gain on acquisition of a subsidiary Consideration paid in cash Less: Cash and cash equivalents of subsidiary acquired Cash inflow on acquisition, net of cash and cash equivalents acquired Fair value recognised on acquisition $’000 1,608,087 1,723 5,384 261,330 11,168 68,564 36,141 11 344,554 2,336,962 (757,140) (107,641) (42,957) 1,429,224 (664,223) (587,961) 20,383 (20,239) 177,184 (344,554) (167,370) Annual Report 2018 | 295 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201837. ACQUISITIONS OF SUBSIDIARIES (CONT’D) (a) Business Combinations (cont’d) (iii) On 6 July 2018, Frasers Property Advisory (Europe) B.V., a wholly-owned subsidiary of the Group, completed the acquisition of the following entities (collectively, the “Alpha entities”), for a consideration of S$45,291,000 (approximately EUR 28,550,000) (the “Alpha Acquisition”). Subsidiaries Principal Activity Country of incorporation Percentage of issued share capital acquired Management services Alpha Industrial GmbH & Co. KG. Alpha Industrial Management GmbH Management services Germany Germany 100.0 100.0 Goodwill arising from Alpha Acquisition The Group has engaged an independent firm to perform the PPA for the Alpha Acquisition. Based on the provisional PPA, the residual excess of consideration paid over the fair values of identifiable net assets have been recorded as goodwill amounting to S$43,604,000 (approximately EUR 27,486,000). Impact of the acquisition on the profit statement From the acquisition date, the Alpha entities have contributed revenue of S$1,132,000 (approximately EUR 708,000) and profit for the period of S$329,000 (approximately EUR 206,000) to the Group. If the business combination had taken place at the beginning of the financial year, contribution of the Alpha entities to the Group’s revenue and profit for the year would have been S$7,960,000 (approximately EUR 4,979,000) and S$3,902,000 (approximately EUR 2,441,000), respectively. Provisional accounting for Alpha Acquisition The PPA as at acquisition date has been determined on a provisional basis as the final results of the PPA have not been received by the date that the financial statements was authorised for issue. Goodwill arising from this acquisition will be adjusted accordingly on a retrospective basis when the PPA is finalised. The fair value of the identifiable assets and liabilities of the Alpha entities as at the acquisition were: Intangible assets Trade and other receivables Cash and cash equivalents Trade and other payables Total identifiable net assets at fair value Goodwill arising from acquisition (Note 16) Consideration paid in cash Less: Cash and cash equivalents of subsidiaries acquired Cash outflow on acquisition, net of cash and cash equivalents acquired Fair value recognised on acquisition $’000 171 1,259 1,681 3,111 (1,424) 1,687 43,604 45,291 (1,681) 43,610 296 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201837. ACQUISITIONS OF SUBSIDIARIES (CONT’D) (b) Acquisitions of groups of assets and liabilities The list of significant acquisition of subsidiaries accounted for as an acquisition of a group of assets and liabilities is as follows: Name of subsidiary Logipark Moosthenning GmbH H.Jäger Ges. für Projektentwicklung von Immobilien mbH Simblafis GmbH Winnersh Investments S.à.r.l. Winnersh Midco S.à.r.l. Winnersh Holdings S.à.r.l. Aviemore Chineham Park Unit Trust Watchmoor S.à.r.l. Aviemore Hillington Park Unit Trust Logistikpark Freiberg GmbH HEREF Farnborough Limited LocMeppel B.V. BV Maschinen GmbH Al Gewerbepark Tamm GmbH Rheindeich S.à.r.l. Al Gewerbepark Ratingen GmbH Al Gewerbepark Obertshausen GmbH Gewerbepark Bergheim GmbH Al Gewerbepark Hanau GmbH Objektgesellschaft An der Trift GmbH Al Gewerbepark Simmering GmbH Al Gewerbepark Magstadt GmbH Date acquired 9 October 2017 9 October 2017 9 October 2017 8 November 2017 8 November 2017 8 November 2017 8 November 2017 8 November 2017 8 November 2017 29 November 2017 29 January 2018 24 May 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 6 July 2018 The cash flows and net assets of subsidiaries acquired are as follows: Investment properties Trade and other receivables Cash and cash equivalents Loans and borrowings Trade and other payables Total identifiable net assets at fair value Less: Non-controlling interest at fair value Goodwill on acquisition of subsidiaries Consideration paid in cash Less: Cash and cash equivalents of subsidiaries acquired Cash outflow on acquisition, net of cash and cash equivalents acquired Percentage of interest acquired 94.8 94.8 100.0 100.0 100.0 100.0 100.0 100.0 100.0 94.8 100.0 100.0 100.0 94.0 94.0 94.0 94.0 94.0 94.0 94.0 94.0 94.0 Fair value recognised on acquisition $’000 2,103,331 11,714 27,392 2,142,437 (1,044,261) (42,189) 1,055,987 (13,220) 2,292 1,045,059 (27,392) 1,017,667 Annual Report 2018 | 297 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201837. ACQUISITIONS OF SUBSIDIARIES (CONT’D) (c) Acquisitions of Additional Interest in Subsidiaries (i) On 2 October 2017, the Company acquired 25% of the issued and paid-up capital of Frasers (UK) Pte. Ltd. (“Frasers (UK)”), a company incorporated in Singapore, from SQ International Pte. Ltd. Following the completion of the acquisition, Frasers (UK) became a wholly-owned subsidiary of the Company. Subsidiaries Frasers (UK) Additional interests Carrying Value of NCI Acquired $’000 Consideration Paid $’000 Difference $’000 25% 37,517 19,718 17,799 The difference between the consideration paid and the carrying value of the subsidiary acquired is recognised in retained earnings. (ii) On 26 September 2018, the Group, through its wholly-owned subsidiary, Frasers (Australia) Pte. Ltd., acquired 25% of the issued and paid-up share capital of Frasers Mandurah Pty Limited (“Frasers Mandurah”), a company incorporated in Australia, from Redgold Investment Holdings Pte. Ltd. Following the completion of the acquisition, Frasers Mandurah became a wholly-owned subsidiary of the Group. Subsidiaries Additional interests Carrying Value of NCI Acquired $’000 Consideration Paid $ Difference $’000 Frasers Mandurah 25% 9,719 1 9,719 The difference between the consideration paid around the carrying value of the subsidiary acquired is recognised in retained earnings. 38. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS 38.1 Applicable to 2019 Financial Statements In December 2017, the Accounting Standards Council (ASC) issued the Singapore Financial Reporting Standards (International) (SFRS(I)). SFRS(I) comprises standards and interpretations that are equivalent to International Financial Reporting Standards (IFRS) as issued by International Accounting Standards Board (IASB) that are applicable for annual periods beginning on 1 January 2018. Singapore-incorporated companies that have issued, or are in the process of issuing, equity or debt instruments for trading in a public market in Singapore, will apply SFRS(I) with effect from annual periods beginning on or after 1 January 2018. The Group’s financial statements for the financial year ending 30 September 2019 will be prepared in accordance with the SFRS(I). As a result, this will be the last set of financial statements prepared under the current FRS. In adopting the new framework, the Group will be required to apply the specific transition requirements in SFRS(I) 1 First-time Adoption of Singapore Financial Reporting Standards (International). 298 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201838. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS (CONT’D) 38.1 Applicable to 2019 Financial Statements (cont’d) In addition to the adoption of the new framework, the following new SFRS(I)s, amendments to and interpretations of SFRS(I) are effective from the same date. • • • • • • • • SFRS(I) 15 Revenue from Contracts with Customers and Amendments to SFRS(I) 15 Clarifications to SFRS(I) 15; SFRS(I) 9 Financial Instruments; Classification and Measurement of Share-based Payment Transactions (Amendments to SFRS(I) 2); Transfers of Investment Property (Amendments to SFRS(I) 1-40); Deletion of short-term exemptions for first-time adopters (Amendments to SFRS(I) 1); Measuring an Associate or Joint Venture at Fair Value (Amendments to SFRS(I) 1-28); Applying SFRS(I) 9 Financial Instruments with SFRS(I) 4 Insurance Contracts (Amendments to SFRS(I) 4); and SFRS(I) 22 Foreign Currency Transactions and Advance Consideration. The Group does not expect the application of the above standards and interpretations to have a significant impact on the financial statements, except for SFRS(I) 15 and SFRS(I) 9. (a) SFRS(I) 1 When the Group adopts SFRS(I) in the financial year ending 30 September 2019, the Group will apply SFRS(I) 1 with 1 October 2017 as the date of transition for the Group and the Company. SFRS(I) 1 generally requires that the Group applies SFRS(I) on a retrospective basis, as if such accounting policy had always been applied. If there are changes to accounting policies arising from new or amended standards effective in 2019, restatement of comparatives may be required because SFRS(I) 1 requires both the opening balance sheet and comparative information to be prepared using the most current accounting policies. SFRS(I) 1 provides mandatory exceptions and optional exemptions from retrospective application, but these are often different from those specific transition provisions in individual FRSs applied to the FRS financial statements. The Group does not expect the application of the mandatory exceptions and the optional exemptions in SFRS(I) 1 to have any significant impact on the financial statements, except as described below. (i) Business Combination The Group plans to elect the optional exemption in SFRS(I) 1 to not restate any business combinations prior to the date of transition. (ii) Foreign Currency Translation Reserve (“FCTR”) The Group plans to elect the optional exemption in SFRS(I) 1 to reset its cumulative FCTR for all foreign operations to Nil at the date of transition, and reclassify the cumulative deficit in FCTR of $394,293,000 as at 1 October 2017 determined in accordance with FRS at that date to retained earnings. After the date of transition, any gain or loss on disposal of any foreign operations will exclude translation differences that arose before the date of transition. (iii) Borrowing Cost The Group plans to elect the optional exemption in SFRS(I) 1 to not restate the borrowing cost components that were capitalised under previous Generally Accepted Accounting Principles (GAAP) and that were included in the carrying amount of the assets at that date. Annual Report 2018 | 299 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018 38. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS (CONT’D) 38.1 Applicable to 2019 Financial Statements (cont’d) (b) SFRS(I) 15 SFRS(I) 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It also introduces new cost guidance which requires certain costs of obtaining and fulfilling contracts to be recognised as separate assets when specified criteria are met. The Group plans to adopt SFRS(I) 15 in its financial statements for the year ending 30 September 2019, using the retrospective approach. As a result, the Group will apply all of the requirements of SFRS(I) 15 retrospectively, except as described below, and the comparative period presented in the FY18 financial statements will be restated. The Group plans to use the following practical expedients: – – Practical expedient for comparative disclosure of transaction prices allocated to remaining performance obligations: the Group will not be disclosing the amount of transaction prices allocated to any remaining performance obligations or an explanation of when it expects to recognise the amount as revenue. Practical expedient for completed contracts: the Group will not restate completed contracts that began and ended in the same comparative reporting period as well as completed contracts at the beginning of the earliest period presented. (i) Success-based Sales Commissions The Group pays sales commissions to property sales agents for securing property sales contracts for the Group on a success basis. The Group currently recognises sales commissions as an expense when incurred, but would capitalise such incremental costs as a contract cost asset under SFRS(I) 15 as they are recoverable. These costs are amortised to profit or loss as the Group recognises the related revenue. (ii) Amortisation of Contract Costs The Group currently recognises cost of sales on the sold units in certain of its development projects by applying the percentage of completion method on the relevant projects’ total construction costs. On adoption of SFRS(I) 15, the Group will recognise construction costs in profit or loss when incurred to the extent of units sold in a development. (iii) Significant Financing Components arising from Payments from Customers The Group receives payments from customers for the sale of residential projects. Under certain payment schemes, the time when payments are made by the buyer and the transfer of control of the property to the buyer do not coincide and the difference between the timing of receipt of the payments and the transfer of goods and services is 12 months or more. Accordingly, there may exist a significant financing component arising from payments from buyers. A finance income or finance expenses will be recognised depending on the arrangement. This standard will be applied retrospectively and prior periods in the Group’s FY2019 financial statements will be restated. While the Group is continuing to evaluate the application of this standard, based on FY18 financial information, the estimated effect of the application of SFRS(I) 15 is an increase in revenue of $7.8 million, an increase in cost of sales of $31.0 million, an increase in share of results of joint ventures of $2.3 million and, an increase in taxation of $6.5 million. 300 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201838. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS (CONT’D) 38.1 Applicable to 2019 Financial Statements (cont’d) (c) SFRS(I) 9 SFRS(I) 9 contains new requirements for classification and measurement of financial instruments, a new expected credit loss model for calculating impairment of financial assets, and new general hedge accounting requirements. Changes in accounting policies resulting from the adoption of SFRS(I) 9 will generally be applied by the Group retrospectively, except as described below. – – – The Group plans to take advantage of the exemption in SFRS(I) 1 allowing it not to restate comparative information in the FY2019 SFRS(I) financial statements. Differences in the carrying amount of financial assets and financial liabilities resulting from the adoption of SFRS(I) 9 are recognised in accumulated profits and reserves as at 1 October 2018. The following assessments have to be made on the basis of facts and circumstances that existed at 1 October 2018: • • • • The determination of the business model within which a financial asset is held. The determination of whether the contractual terms of a financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. The designation of an investment in equity instruments that is not held for trading as being financial asset at fair value through other comprehensive income (FVOCI). The designation and revocation of previous designations of certain financial assets and financial liabilities measured at fair value through profit or loss (FVTPL). New hedge accounting requirements are applied prospectively. All hedging relationships designated under FRS 39 Financial Instruments: Recognition and Measurement at 30 September 2018 that meet the criteria for hedge accounting under SFRS(I) 9 at 1 October 2018 will be regarded as continuing hedging relationships. The expected impact on the adoption of SFRS(I) 9 is described below. The information below reflects the Group’s expectation of the implications arising from changes in the accounting treatment. (i) Classification and Measurement: Financial Assets The Group currently has equity investments with a carrying value of $8,475,000. On adoption of SFRS(I) 9, the equity investments are expected to be reclassified as financial assets subsequently measured at FVOCI. (ii) Impairment SFRS(I) 9 requires the Group to record expected credit losses on all of its loans and receivables, either on a 12-month or lifetime basis. The Group expects to apply the simplified approach and record lifetime expected losses on all loans and receivables. The Group does not expect the impairment calculated using the expected credit loss model to have a significant impact on the financial statements. Annual Report 2018 | 301 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201838. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS (CONT’D) 38.2 Applicable to Financial Statements for the Year 2020 and Thereafter The following new SFRS(I)s, amendments to and interpretations of SFRS(I)s are effective for annual periods beginning after 1 October 2018: Applicable to 2020 Financial Statements • • • • SFRS(I) 16 Leases SFRS(I) INT23 Uncertainty over Income Tax Treatments Long-term Interests in Associates and Joint ventures (Amendments to SFRS(I) 1-28) Prepayment Features with Negative Compensation (Amendments to SFRS(I) 9) Mandatory Effective Date Deferred • Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to SFRS(I) 10 and SFRS(I) 1-28) The Group is still in the process of assessing the impact of the new standards, amendments to and interpretations of SFRS(I)s on the financial statements. The Group’s preliminary assessment of SFRS(I) 16, which is expected to have a more significant impact on the Group is as described below. SFRS(I) 16 SFRS(I) 16 replaces existing lease accounting guidance. SFRS(I) 16 is effective for annual periods beginning on or after 1 January 2019, with early adoption permitted if SFRS(I) 15 is also applied. SFRS(I) 16 eliminates the lessee’s classification of leases as either operating leases or finance leases and introduces a single lessee accounting model. Applying the new model, a lessee is required to recognise right-of-use (ROU) assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Group plans to adopt the standard from the financial year beginning on 1 October 2019 and expects to apply the standard using the modified retrospective approach. The Group is likely to elect the practical expedient not to reassess whether a contract contains a lease at the date of initial application of 1 October 2019. Accordingly, existing lease contracts that are still effective on 1 October 2019 continue to be accounted for as lease contracts under SFRS(I) 16. The approximate financial impact of the standard is still unknown due to factors that impact calculation of lease liabilities such as discount rate, expected term of leases, including renewal options and exemptions for short-term leases. The Group will continue to assess its portfolio of leases to calculate the impending impact of transition to the new standard. (i) The Group as Lessee The Group expects its existing operating lease arrangements to be recognised as ROU assets with corresponding lease liabilities under SFRS(I) 16. Such operating lease commitments amount to approximately $1,252,659,000 as at 30 September 2018 on an undiscounted basis. Under the new standard, remaining lease payments of the operating leases will be recognised at their present value discounted using an appropriate discount rate. In addition, the nature of expenses related to those leases will now change as SFRS(I) 16 replaces the straight-line operating lease expense with depreciation charge of the ROU assets and interest expense on the lease liabilities. 302 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201838. FULL CONVERGENCE WITH SINGAPORE FINANCIAL REPORTING STANDARDS (INTERNATIONAL) (SFRS(I)) AND ADOPTION OF NEW STANDARDS (CONT’D) 38.2 Applicable to Financial Statements for the Year 2020 and Thereafter (cont’d) SFRS(I) 16 (cont’d) (ii) The Group as Lessor SFRS(I) 16 substantially carries forward the current existing lessor accounting requirements. Accordingly, the Group continues to classify its leases as operating leases or finance leases, and to account for these two types of leases using the existing operating lease and finance lease accounting models respectively. However, SFRS(I) 16 requires more extensive disclosures to be provided by a lessor. 39. SUBSEQUENT EVENTS 1. 2. On 19 February 2018, FPL announced the entry into by its wholly-owned subsidiaries of sale and purchase agreements (the “Sale and Purchase Agreements”) to acquire (a) interests in 22 logistics and light industrial properties/assets (the “Portfolio Acquisition”) located in Germany and Austria (the “Properties”), (b) two German management companies located in Cologne, Germany, and (c) a Luxembourg company, BV Maschinen GmbH, which holds the fixtures relating to some of the Properties ((b) and (c) collectively, the “Business Acquisition”). The aggregate consideration payable under the Sale and Purchase Agreements is approximately EUR285.2 million (approximately S$467.7 million1). Subsequent to the completion of the Business Acquisition and part of the Portfolio Acquisition as announced on 6 July 2018 and 27 September 2018, FPL further announced the completion of the acquisition of interests in six logistics properties in Austria and Germany, which form part of the Portfolio Acquisition, on 17 October 2018 and 2 November 2018, respectively. On 31 October 2018, the Company has, through its indirect wholly-owned subsidiary, Frasers Property Investments (Europe) B.V., entered into a share purchase agreement with FLT Europe B.V., an indirect wholly-owned subsidiary of Perpetual (Asia) Limited, in its capacity as the trustee of FLT, and completed the sale of its entire shareholding interest in FPE Investments RE 20 B.V. (the “Target Company”) for a consideration of EUR24.8 million (approximately S$39.0 million2). The Target Company is incorporated under the laws of the Netherlands and owns the property at Mandeveld 12 in Meppel, the Netherlands. 1 2 Based on an exchange rate of EUR1 : S$1.6400. Based on an exchange rate of EUR1 : S$1.5725. Annual Report 2018 | 303 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201840. SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES Principal Activities Effective Interest 2018 % 2017 % Subsidiaries of the Company Country of Incorporation and Place of Business: Singapore (a) Frasers Commercial Asset Management Ltd (formerly known as Frasers Centrepoint Asset Management (Commercial) Ltd) Asset management, fund and property management and related advisory services 100.0 100.0 (a) Frasers Property Industrial Trust Holdings Investment holding 100.0 100.0 Pte. Ltd. (formerly known as FCL Investments (Industrial) Pte. Ltd.) (a) Frasers Property Treasury Pte. Ltd. Financial services 100.0 100.0 (formerly known as FCL Treasury Pte. Ltd.) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) FCL (China) Pte. Ltd. Investment holding 100.0 100.0 FCL Amber Pte. Ltd. Investment holding 100.0 100.0 FCL Aquamarine Pte. Ltd. Investment holding 100.0 100.0 FCL Assets Pte. Ltd. Investment holding 100.0 100.0 FCL Emerald (1) Pte. Ltd. Investment holding 100.0 100.0 FCL Emerald (2) Pte. Ltd. Investment holding 100.0 100.0 FCL Imperial Pte. Ltd. Investment holding 100.0 100.0 FCL Tampines Court Pte. Ltd. Investment holding 100.0 100.0 FCL Topaz Pte. Ltd. Investment holding 100.0 100.0 Fraser Suites Jakarta Pte. Ltd. Investment holding 100.0 100.0 Frasers (Australia) Pte. Ltd. Investment holding 100.0 100.0 Frasers (NZ) Pte. Ltd. Investment holding 75.0 75.0 Frasers (Thailand) Pte. Ltd. Investment holding 100.0 100.0 Frasers (UK) Pte. Ltd. Investment holding 100.0 75.0 Frasers Amethyst Pte. Ltd. Investment holding 100.0 100.0 Frasers Hospitality Asset Management Pte. Ltd. Investment holding 100.0 100.0 304 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201840. SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D) Principal Activities Effective Interest 2018 % 2017 % Subsidiaries of the Company (cont’d) Country of Incorporation and Place of Business: Singapore (cont’d) (a) Frasers Hospitality Changi Investments Pte. Ltd. Investment holding 100.0 100.0 (a) Frasers Hospitality Dalian Investment holding 100.0 100.0 Holding Pte. Ltd. (a) Frasers Hospitality Holdings (Europe) Investment holding 100.0 100.0 Pte. Ltd. (formerly known as Frasers Hospitality Holdings Pte. Ltd.) (a) Frasers Hospitality Holdings Pte. Ltd. Investment holding 100.0 100.0 (formerly known as FCL (Fraser) Pte. Ltd.) (a) Frasers Hospitality Investment Holding (Philippines) Pte. Ltd. Investment holding 100.0 100.0 (a) Frasers Hospitality Investments Investment holding 100.0 100.0 China Square Pte. Ltd. (a) Frasers Hospitality Investments Investment holding 100.0 100.0 Melbourne Pte. Ltd. (a) (a) (a) Frasers Hospitality ML Pte. Ltd. Investment holding 100.0 100.0 Frasers Land Pte. Ltd. Investment holding 100.0 100.0 Frasers Property (Singapore) Pte. Ltd. Investment holding 100.0 100.0 (formerly known as Frasers Singapore Holdings Pte. Ltd.) (a) Frasers Property Commercial Trust Investment holding 100.0 100.0 Holdings Pte. Ltd. (formerly known as FCL Trust Holdings (Commercial) Pte. Ltd.) (a) Frasers Property Development (China) Investment holding 100.0 100.0 Pte. Ltd. (formerly known as FCL China Development Pte. Ltd.) (a) Frasers Property Holdings (Malaysia) Investment holding 100.0 100.0 Pte. Ltd. (formerly known as FCL Centrepoint Pte. Ltd.) Annual Report 2018 | 305 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201840. SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D) Principal Activities Effective Interest 2018 % 2017 % Subsidiaries of the Company (cont’d) Country of Incorporation and Place of Business: Singapore (cont’d) (a),(b) Frasers Property Holdings Investment holding 100.0 – (Vietnam) Pte. Ltd. (a) Frasers Property Hospitality Trust Investment holding 100.0 100.0 Holdings Pte. Ltd. (formerly known as FCL Investments Pte. Ltd.) (a) (a) Frasers Property International Pte. Ltd. Investment holding 100.0 100.0 Frasers Property Retail Asset Management Investment holding 100.0 100.0 (Malaysia) Pte. Ltd. (formerly known as Frasers Centrepoint Asset Management (Malaysia) Pte. Ltd.) (a) Frasers Property Retail Trust Holdings Investment holding 100.0 100.0 Pte. Ltd. (formerly known as FCL Trust Holdings Pte. Ltd.) (a),(b) Frasers Property Ventures I Pte. Ltd. Investment holding (a),(b) Frasers Property Ventures II Pte. Ltd. Investment holding 100.0 100.0 – – (a) (a) (a) (a) MLP Co Pte. Ltd. Investment holding 100.0 100.0 Opal Star Pte. Ltd. Investment holding 100.0 100.0 SAJV Co Pte. Ltd. Investment holding 100.0 100.0 Frasers Hospitality Pte. Ltd. Investment holding and management services 100.0 100.0 (a) Frasers Logistics & Industrial Asset Management Pte. Ltd. Management and consultancy services 100.0 100.0 (a) (a) Frasers Centrepoint Asset Management Ltd. Management services 100.0 100.0 Frasers Hospitality International Pte. Ltd. (formerly known as Frasers Hospitality Group Pte. Ltd.) Management services 100.0 100.0 (a) Frasers Property Corporate Services Management services 100.0 100.0 Pte. Ltd. (formerly known as FCL Management Services Pte. Ltd.) 306 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201840. SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D) Principal Activities Effective Interest 2018 % 2017 % Subsidiaries of the Company (cont’d) Country of Incorporation and Place of Business: Singapore (cont’d) (a) (a) Frasers Property Alexandra Point Pte. Ltd. (formerly known as FCL Alexandra Point Pte. Ltd.) Frasers Property Centrepoint Pte. Ltd. (formerly known as FCL Property Investments Pte. Ltd.) Property investment 100.0 100.0 Property investment 100.0 100.0 (a) Frasers Property Cuppage Pte. Ltd. Property investment 100.0 100.0 (formerly known as FCL Crystal Pte. Ltd.) (a) (a) Riverside Property Pte. Ltd. Property investment 100.0 100.0 Frasers Property Aquamarine Trustee Provision of management 100.0 100.0 Pte. Ltd. (formerly known as FC Commercial Trustee Pte. Ltd.) services relating to property leasing and property management (a) Frasers Property Management Services Provision of management 100.0 100.0 Pte. Ltd. (formerly known as Frasers Centrepoint Property Management Services Pte. Ltd.) services relating to property management (a) Frasers Property North Gem Trustee Provision of management 100.0 100.0 Pte. Ltd. (formerly known as FC North Gem Trustee Pte. Ltd.) services relating to property leasing and property management (a) Frasers Hospitality China Square Trustee Trustee-manager 100.0 100.0 Pte. Ltd. Country of Incorporation and Place of Business: Hong Kong (a) Excellent Esteem Limited Investment holding 100.0 100.0 Annual Report 2018 | 307 Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 201840. SIGNIFICANT SUBSIDIARIES, JOINT ARRANGEMENTS AND ASSOCIATES (CONT’D) Principal Activities Subsidiaries of the Group Country of Incorporation and Place of Business: Singapore (a) (a) (a) (a) Frasers Centrepoint Trust Real estate investment trust Frasers Commercial Trust Real estate investment trust Frasers Hospitality Trust Stapled trust Frasers Logistics & Industrial Trust Real estate investment trust Associates of the Group Country of Incorporation and Place of Business: British Virgin Islands Effective Interest 2018 % 2017 % 41.9 25.2 23.6 20.7 41.7 26.8 22.6 19.9 (b) Supreme Asia Investments Limited Investment holding 43.3 43.3 Country of Incorporation and Place of Business: China (c) Shanghai Zhong Jun Property Real Estate Property development 45.2 45.2 Development Co., Ltd. Country of Incorporation and Place of Business: Thailand (a) Golden Land Property Development Public Investment holding 39.9 39.9 Company Limited (a) TICON Freehold and Leasehold Real Estate Investing in properties and/ 23.4 – Investment Trust or leasehold rights in properties Joint Arrangements of the Group The joint ventures and joint operations are individually immaterial to the Group. (a) Audited by KPMG in the respective countries. (b) Not required to be audited under laws of the country of incorporation. (c) Audited by other firms. 308 | Frasers Property Limited Notes to theFinancial Statements FOR THE YEAR ENDED 30 SEPTEMBER 2018Book Value $’000 278,000 416,000 561,000 354,000 346,000 COMPLETED INVESTMENT PROPERTIES Singapore Alexandra Point A 24-storey office building at 438 Alexandra Road. Freehold, lettable area – 18,550 sqm 51 Cuppage Road A 10-storey commercial building at 51 Cuppage Road. Leasehold (lease expires year 2095), lettable area – 25,339 sqm The Centrepoint A 7-storey shopping-cum-residential complex with 2 basement floors at The Centrepoint, 176 Orchard Road. Freehold and leasehold (lease expires year 2078), lettable area – 32,899 sqm Robertson Walk & Fraser Place Robertson Walk Valley Point Frasers Tower Northpoint City South Wing A 10-storey commercial-cum-serviced apartment complex with a 2-storey basement carpark, a 2-storey retail podium and 164 serviced apartment units at Robertson Walk Shopping Centre and Fraser Place Robertson Walk, 11 Unity Street. Leasehold (lease expires year 2840) Lettable area : Retail – Robertson Walk Serviced Apartments – Fraser Place Robertson Walk 8,881 sqm 17,694 sqm 26,575 sqm A 20-storey commercial-cum-serviced apartment complex with a 5-storey covered carpark, a 5-storey podium block and a 2-storey retail podium at Valley Point Shopping Centre/Office Tower, 491/B River Valley Road. Leasehold (lease expires year 2876) Lettable area : Retail – Valley Point Shopping Centre Office – Valley Point Office Tower 4,025 sqm 17,024 sqm 21,049 sqm A 38-storey office development with a 3-storey basement carpark, a 3-storey podium and a roof garden at 182 Cecil Street. Leasehold (lease expires year 2112), lettable area – 63,720 sqm 1,730,000 A 4-storey retail mall with a 2-storey basement carpark in a mixed commercial and residential development integrated with bus interchange and community club at 930 Yishun Avenue 2. Leasehold (lease expires year 2114), lettable area – 26,961 sqm 1,122,000 Capri by Fraser, Changi City 313 units of hotel residences at Changi Business Park Central 1. Leasehold (lease expires year 2069), lettable area –10,583 sqm Centrepoint Apartment An apartment unit at The Centrepoint, 176A Orchard Road. Leasehold (lease expires year 2078), lettable area – 81 sqm Australia Fraser Place Melbourne 112 serviced apartment units in 2 blocks of high rise buildings at 19 Exploration Lane, Melbourne, Victoria. Freehold, lettable area – 3,516 sqm Capri by Fraser, Brisbane 239 units of hotel residences at 80 Albert St, Brisbane, Queensland. Freehold, lettable area – 9,468 sqm 209,000 1,600 30,622 85,939 Annual Report 2018 | 309 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018 COMPLETED INVESTMENT PROPERTIES (CONT’D) Australia (cont’d) Frasers Property Australia Group’s Completed Investment Properties A car park comprising 267 public car parking spaces at Freshwater Place, Public Car Park, Southbank, Victoria. Freehold, lettable area – 11,822 sqm A property comprising a warehouse and a single-storey office at 64 West Park Drive, West Park, Derrimut, Victoria. Freehold, lettable area – 20,337 sqm A property comprising a warehouse and distribution facility at 44 Cambridge Street, Rocklea, Queensland. Freehold, lettable area – 10,892 sqm A property comprising common facilities including a café, childcare centre, car wash, gym, pool and common parking areas at Rhodes Corporate Park, 1E Homebush Bay Drive, Rhodes, New South Wales. Freehold, lettable area – 1,343 sqm A property comprising office accommodation at 1F Homebush Bay Drive, Rhodes Corporate Park, Rhodes, New South Wales. Freehold, lettable area – 17,644 sqm An 8-storey office building at 20 Lee Street, Henry Deane Building, Railway Square, Sydney, New South Wales. Leasehold, lettable area – 9,112 sqm A property comprising a warehouse and a 2-storey office component at 227 Walters Road, Arndell Park, New South Wales. Freehold, lettable area – 17,733 sqm A 8-storey building with a terrace area on level 7 at 26-30 Lee Street, Gateway Building, Sydney, New South Wales. Leasehold, lettable area – 12,602 sqm A property comprising an industrial facility with full vehicular access and a single-level office at 10 Reconciliation Rise, Dremulwuy, New South Wales. Freehold, lettable area – 25,705 sqm A 6-level office accommodation and a café at 1B Homebush Bay Drive, Rhodes Corporate Park, Rhodes, New South Wales. Freehold, lettable area – 12,799 sqm A commercial office building with a 5-level office accommodation at 1D Homebush Bay Drive, Rhodes Corporate Park, Rhodes, New South Wales. Freehold, lettable area – 17,238 sqm An office tower with retail, food and amenity at Freshwater Place Office Tower, 2 Southbank Boulevard, Southbank, Victoria. Freehold, lettable area – 54,903 sqm Book Value $’000 15,262 21,732 15,212 13,187 115,573 103,719 31,116 149,652 46,772 69,146 130,390 287,203 310 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Book Value $’000 Australia (cont’d) Frasers Property Australia Group’s Completed Investment Properties (cont’d) A property comprising a 3-level office and warehouse at 2 Wonderland Drive, Eastern Creek, New South Wales. Freehold, lettable area – 29,047 sqm A property comprising 2 warehouses at 57 Efficient Drive, Truganinga, Victoria. Freehold, lettable area – 22,840 sqm A property comprising of 3 warehouses at 8 Hudson Court, Keysborough, Victoria Freehold, lettable area – 25,762 sqm A property comprising of a warehouse at 18 Muir Street, Chullora, New South Wales Freehold, lettable area – 91,690 sqm A property comprising of 2 warehouses at Lot 101 Wayne Goss Drive, Berrinba, Queensland Freehold, lettable area – 15,441 sqm A shopping centre located in Coorparoo, Queensland Lettable area – 6,802 sqm 44,747 22,226 34,326 50,378 22,472 45,834 Europe Fraser Suites Kensington, London 70 residential apartments at Fraser Suites Kensington, 75 Stanhope Gardens London SW7 5RN, United Kingdom Freehold, lettable area – 6,842 sqm 197,680 Capri by Fraser, Barcelona 97 serviced apartments at Sancho de Avila, 32-34 Barcelona, Spain. Freehold, lettable area – 3,626 sqm Capri by Fraser, Frankfurt 153 serviced apartments at 42 Europa-allee, 60327, Frankfurt am Maine, Germany. Freehold, lettable area – 5,688 sqm Capri by Fraser, Berlin 143 serviced apartments at Scharrenstraße 22, 10178 Berlin, Germany Freehold, lettable area – 4,103 sqm Flat 3 at Queens Gate Gardens An apartment unit at 39A Queens Gate Gardens, London SW7 5RR, United Kingdom. Freehold, lettable area – 74 sqm Winnersh Triangle Chineham Park A mixed-use park comprising office and industrial accomodation located in Reading, the United Kingdom. Freehold, lettable area – 135,778 sqm A mixed-use park comprising office and industrial accomodation located in Basingstoke, the United Kingdom. Freehold, lettable area – 75,052 sqm 32,997 58,062 55,683 2,012 642,905 258,774 Annual Report 2018 | 311 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Europe (cont’d) Watchmoor Park Hillington Park An office park comprising office accommodation located in Camberly, the United Kingdom. Freehold, lettable area – 23,617 sqm A mixed-use park comprising office and industrial accomodation located in Glasgow, Scotland. Freehold, lettable area – 208,127 sqm Maxis Business Park An office park comprising two 5-storey buildings located in Bracknell, the United Kingdom. Freehold, lettable area – 18,494 sqm Book Value $’000 77,882 238,567 120,262 Farnborough Business Park A mixed-use park located at Farnborough, Thames Valley, west of London, 312,370 the United Kingdom. Freehold, lettable area – 51,446 sqm Frasers Property Europe Group’s Completed Investment Properties A leisure facility at Rotterdam-Benthemplein 10, Rotterdam, The Netherlands Leasehold, lettable area – 7,586 sqm A leisure facility at Rotterdam-Energieweg, Rotterdam, The Netherlands Leasehold, lettable area – 3,100 sqm A business park at Mülheim-Mellinghofer Strasse 55 (Technopark), Mülheim an der Ruhr, Germany Freehold, lettable area – 122,591 sqm 33,551 17,770 114,016 Solar panels at Gottmadingen-Industriepark 309, Gottmadingen, Germany 1,015 A cross-dock facility located in Bad Rappenau-Buchäckerring 18, Germany Freehold, lettable area – 51,863 sqm A cross-dock facility located in Mainz-Genfer Allee 6, Germany Freehold, lettable area – 53,492 sqm A cross-dock facility located in Ketzin an der Havel, Berlin, Germany Freehold, lettable area – 57,250 sqm A cross-dock facility located in Graben-Hermessrasse, Augsburg, Germany Freehold, lettable area – 48,642 sqm A logistics facility located at Werner von Siemens-strasse 44, Saarland, Germany Freehold, lettable area – 9,298 sqm A logistics facility located at Thomas-Dachser-Strasse 3, Saarland, Germany Freehold, lettable area – 21,765 sqm A logistics facility located at Buhlfeldstraße 2-8, Baden-Württemberg, Germany Freehold, lettable area – 44,501 sqm 56,775 77,944 60,090 52,511 13,792 26,072 49,155 312 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Europe (cont’d) Frasers Property Europe Group’s Completed Investment Properties (cont’d) A logistics facility located at Werner von Siemens-strass, Saarland, Germany Freehold, lettable area – 6,413 sqm A logistics warehouse located in Meppel, The Netherlands Freehold, lettable area – 31,600 sqm A logistics facility located at Kirchheim-Oskar-von-Miller-Strasse 2, Germany Freehold, lettable area – 30,165 sqm A logistics facility located at Remscheid-Leverkuser Str. 65, Germany Freehold, lettable area – 29,418 sqm A logistics facility located at Ratingen-An den Dieken 92, Germany Freehold, lettable area – 43,905 sqm A logistics facility located at Dreieich-An der Trift 75, Germany Freehold, lettable area – 19,937 sqm A logistics facility located at Vienna-Schemmerlstrasse 72, Austria Freehold, lettable area – 44,147 sqm A logistics facility located at Bergheim-Walter-Gropius-Strasse 19, Germany Freehold, lettable area – 19,405 sqm A logistics facility located at Magstadt-Hutwiesenstrasse 13, Germany Freehold, lettable area – 21,498 sqm A logistics facility located at Obertshausen-Im Birkengrund 5-7, Germany Freehold, lettable area – 16,962 sqm A logistics facility located at Tamm-Bietigheimer Straße 50-52, Germany Freehold, lettable area – 39,220 sqm A warehouse facility located at Hanau-Moselstrasse 70, Germany Freehold, lettable area – 4,996 sqm A logistics facility located at Duisburg-Rheindeichstraße 155, Germany Freehold, lettable area – 46,580 sqm Fixtures Book Value $’000 8,302 38,281 52,615 19,591 72,549 25,182 38,655 28,083 14,128 34,247 96,486 5,129 79,220 639 Annual Report 2018 | 313 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand Bang Pa-In Industrial Estate Amata Nakorn Industrial Estate 2 industrial factories located in the Bang Pa-in Industrial Estate’ on Udom Sorayut Road (Highway No. 308) within Khlong Chik Sub-District, Bang Pa-in District, PhraNakhon Si Ayutthaya Province, Thailand. Freehold, lettable area – 5,250 sqm. 19 industrial factories and 3 plots of land located in the Amata Nakorn Industrial Estate on Sukhumvit Road (Highway No. 3) within Phan Thong Sub-District, Phan Thong District, Chon Buri Province, Thailand. Freehold, lettable area Freehold land Freehold land 65,775 sqm 37,500 sqm 14,850 sqm 118,125 sqm Laemchabang Industrial Estate 30 industrial factories located in the Laemchabang Industrial Estate on Sukhumvit Road (Highway No. 3) within Thung Sukhla Sub-District, Si Racha District, Chon Buri Province, Thailand. Leasehold (Expires year 2025, 2027 and 2029) lettable area – 77,005 sqm. Hi-Tech Industrial Estate Amata City Industrial Estate 8 industrial factories and vacant plots of industrial land, located in the Hi-Tech Industrial Estate on Asia Road (Highway No. 32) within Ban Len and Ban Pho Sub-Districts, Bang Pa-in District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, lettable area Freehold land 23,075 sqm 11,700 sqm 34,775 sqm 13 industrial factories and vacant plots of industrial land, located in the Amata City Industrial Estate on Chachoengsao-Sattahip Road (Highway No. 331) within Map Yang Phon Sub-District, Pluak Daeng District, Rayong Province, Thailand. Freehold, lettable area Freehold land 29,625 sqm 19,950 sqm 49,575 sqm Rojana Industrial Estate (Rayong-Ban Khai) Vacant land located in the Rojana Industrial Estate Rayong on Ban Khai-Ban Bueng Road (Highway No. 3138) within Nong Bua Sub-District, Ban Khai District, Rayong Province, Thailand. Freehold, total area – 14,736 sqm. Rojana-Ayudhya Industrial Park Zone 1-3 23 industrial factories and vacant plots of industrial land located in the Rojana Industrial Estate on Rojana-Uthai Road (Highway No. 3056) within Ban Chang and Uthai Sub-Districts, Uthai District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, lettable area Freehold land 75,350 sqm 20,825 sqm 96,175 sqm Book Value $’000 4,216 93,385 32,359 23,818 33,131 620 68,385 314 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018 COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand (cont’d) Bangpoo Industrial Estate Pinthong Industrial Estate 2 industrial factories located in the Bangpoo Industrial Estate on Sukhumvit Road (Highway No. 3) within Phraek Sa Sub-District, Mueang District, Samut Prakan Province, Thailand. Freehold, lettable area – 4,800 sqm. Vacant land, located in the Pinthong Industrial Estate 5 on Sattahip- Chachoengsao Road (Highway No. 331) within Khao Khansong, Nong Kham and Bowin Sub-Districts, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area: Estate 5 Estate 2 Estate 3 464,804 sqm 8,725 sqm 4,875 sqm 478,404 sqm Ladkrabang Industrial Estate 1 industrial factory, located in the Latkrabang Industrial Estate on Chalong Krung Road within Lam Pla Thio Sub-District, Lat Krabang District, Bangkok Metropolis, Thailand. Freehold, lettable area – 1,300 sqm. Navanakorn Industrial Promotion Zone 8 industrial factories located in the Nava Nakorn Industrial Estate on Phahon Yothin Road (Highway No. 1) within Khlong Nueng Sub-District, Khlong Luang District, Pathum Thani Province, Thailand. Freehold, lettable area Freehold land 20,825 sqm 5,000 sqm 25,825 sqm Hemaraj Chonburi Industrial Estate 1 4 industrial factories, located in the Hemaraj Chonburi Industrial Estate on Sattahip-Chachoengsao Road (Highway No. 331) within Bo Win Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area – 15,300 sqm. Kabinburi Industrial Zone 7 industrial factories and vacant plots of industrial land located in the Kabinburi Industrial Estate on Kabin Buri-Nakhon Ratchasima Road (Highway No. 304) within Nong Ki Sub-District, Kabin Buri District, Prachin Buri Province, Thailand. Freehold, lettable area – 15,675 sqm. Book Value $’000 5,583 41,208 1,498 17,728 15,036 21,171 Asia Industrial Estate Suvarnabhumi 28 industrial factories and vacant plots of industrial land located in the Asia Industrial Estate Suvarnaphumi on Luang Phaeng Road within Khlong Suan Sub-District, Bang Bo District, Samut Prakan Province, Thailand. Freehold, lettable area – 38,350 sqm. 47,838 Annual Report 2018 | 315 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018 COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand (cont’d) Rojana Industrial Park (Prachinburi) Tpark Bangna Tpark Laemchabang Tpark Wangnoi 1 Tpark Wangnoi 3 Tpark Ladkrabang Tpark Sriracha 8 industrial factories and vacant plots of industrial land located in the Rojana Prachin Buri Industrial Park on Chachoengsao-Si Maha Phot Road (Highway No. 304) within Hua Wa Sub-District, Si Maha Phot District, Prachin Buri Province, Thailand Freehold, lettable area – 22,350 sqm. 21 warehouses and vacant plots of industrial land located in the TPark Bang Na Km.39 Project on Bang Na-Bang Pakong Road (Highway No. 34) within Bang Samak Sub-District, Bang Pakong District, Cha Choeng Sao Province, Thailand. Freehold, lettable area Freehold land Freehold land Freehold land 50,394 sqm 164,445 sqm 9,100 sqm 5,540 sqm 229,479 sqm Land located in the TPark Laemchabang 1 Project on Bypass-Laem Chabang Road (Motorway No. 7) within Nong Kham Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, total area – 36,102 sqm. 7 warehouses located in the TPark Wang Noi 1 Project on Phahon Yothin Road (Highway No. 1) around Km. Station 55+900 within Phayom Sub-District, Wang Noi District, Phra Nakhon Si Ayutthaya Province, Thailand Freehold, lettable area – 47,685 sqm. Vacant land located in the TPark Wang Noi 3 (KTB) Project on Phahon Yothin Road (Highway No. 1) around Km. Station 59+100 within Phayom Sub-District, Wang Noi District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, total area – 249,900 sqm. Vacant land located in the TPark Lat Krabang Project on Chalongkrung Road within Lam Pla Thio Sub-District, Lat Krabang District, Bangkok Metropolis, Thailand. Freehold, total area – 388,374 sqm. 17 warehouses and vacant plots of industrial land, located in the TPark Sriracha (Bangphra) Project on Chon Buri-Pattaya Road (Highway No. 7) within Bang Phra Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area – 55,350 sqm. Tpark Eastern Seaboard 2A 9 warehouses and vacant plots of industrial land located in the TPark Eastern Seaboard 2A Project on Chachoengsao-Sattahip Road (Highway No. 331) within Bo Win Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area – 24,363sqm. Book Value $’000 45,410 136,492 2,152 41,639 12,111 25,569 49,728 17,918 316 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018 COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand (cont’d) Tpark Eastern Seaboard 2B Vacant land located in the TPark Eastern Seaboard 2B Project on Chachoengsao-Sattahip Road (Highway No. 331) within Bo Win Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, total area – 26,877 sqm. Tpark Eastern Seaboard 1B 12 warehouses located in the TPark Eastern Seaboard 1B Project on Chachoengsao-Sattahip Road (Highway No. 331) within Pluak Daeng Sub-District, Pluak Daeng District, Rayong Province, Thailand. Freehold, total area – 28,968 sqm. Tpark Wangnoi 2 Tpark Laemchabang 2 18 warehouses and vacant plots of industrial land located in the TPark Wang Noi 2 Project on Phahon Yothin Road (Highway No. 1) around Km. Station 57 within Phayom Sub-District, Wang Noi District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, lettable area – 129,353 sqm. 29 warehouses and vacant plots of industrial land located in the TPark Laemchabang 2 Project on Bypass-Laem Chabang Road (Motorway No. 7) within Nong Kham Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area – 76,190 sqm. Tpark Eastern Seaboard 1C Vacant located in the TPark Eastern Seaboard 1C Project on Chachoengsao- Sattahip Road (Highway No. 331) within Bo Win Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, total area – 144,856 sqm. Tpark Phan Thong 1 Tpark Eastern Seaboard 3 Tpark Bangpakong Tpark Khonkaen 10 warehouses located in the TPark Phan Thong 1 Project on Thang Rot Fai Chachoengsao-Sattahip Road within Phan Thong Sub-District, Phan Thong District, Chon Buri Province, Thailand. Freehold, lettable area – 38,391 sqm. 8 warehouses and vacant plots of industrial land located in the TPark Eastern Seaboard 3 Project on Chachoengsao-Sattahip Road (Highway No. 331) within Khao Khansong Sub-District, Si Racha District, Chon Buri Province, Thailand. Freehold, lettable area – 15,350 sqm. Vacant land located in the TPark Bang Pakong Km. 46 Project on Bang Na-Bang Pakong Road (Highway No. 34) within Bang Samak Sub-District, Bang Pakong District, Cha Choeng Sao Province, Thailand. Freehold, total area – 508,356 sqm. 12 warehouses and vacant plots of industrial land located in the TPark Khon Kaen Project on Mittaphap Road (Highway No. 2) within Tha Phra Sub-District, Mueang District, Khon Kaen Province, Thailand. Freehold, lettable area Freehold land 9,660 sqm 21,808 sqm 31,468 sqm Book Value $’000 12,761 18,387 123,203 92,051 8,406 31,156 35,992 50,948 20,796 Annual Report 2018 | 317 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand (cont’d) Tpark Phan Thong 2 Tpark Phan Thong 3 Amata City (A488) Industrial Estate Tpark Surat Thani Tpark Bangplee 1 Tpark Bangplee 3 Tpark Bangplee 4 Tpark Bangplee 5 Vacant land located in the TPark Phan Thong 2 Project on Ban Kao-Phan Thong Road (Highway No. 3127) within Phan Thong Sub-District, Phan Thong District, Chon Buri Province, Thailand. Freehold, total area – 74,164 sqm. Vacant land located in the TPark Phan Thong 3 Project on Ban Kao-Phan Thong Road (Highway No. 3127) within Phan Thong Sub-District, Phan Thong District, Chon Buri Province, Thailand. Freehold, total area – 91,632 sqm. 11 warehouses located in the TPark Amata City Project on Sattahip- Chachoengsao Road (Highway No. 331) within Map Yang Phon Sub-District, Pluak Daeng District, Rayong Province, Thailand. Freehold, lettable area – 33,832 sqm. Vacant land located in the TPark Surat Thani Project on Chaiya-Phunphin Road (Highway No. 41) within Nong Sai Sub-District, Phunphin District, Surat Thani Province, Thailand. Freehold, total area – 110,646 sqm. Vacant land located in the TPark Bang Phli 1 Project on Bang Na-Bang Pakong Road (Highway No. 34) at around Km. station 22, within Sisa Chorakhe Yai Sub-District, Bang Sao Thong District, Samut Prakan Province, Thailand. Freehold, total area Freehold land 9,648 sqm 53,915 sqm 63,563 sqm 15 warehouses and vacant plots of industrial land located in the ‘TPark Bang Phli 3 Project’ on Liap Khlong Chonlahan Pichit Road within Bang Pla Sub-District, Bang Phli District, Samut Prakan Province, Thailand. Freehold, lettable area Freehold land 50,992 sqm 56,700 sqm 107,692 sqm 5 warehouses and vacant plots of industrial land located in the TPark Bang Phli 4 Project on Liap Khlong Chonlahan Pichit Road at around Km. station 3+600, within Bang Pla Sub-District, Bang Phli District, Samut Prakan Province,Thailand. Freehold, lettable area – 52,680 sqm. 3 warehouses and vacant plots of industrial land located in the TPark Bang Phli 5 Project on Liap Khlong Chonlahan Pichit Road at around Km. station 19, within Bang Pla Sub-District, Bang Phli District, Samut Prakan Province, Thailand. Freehold, lettable area – 15,048 sqm. Book Value $’000 8,216 9,668 27,966 7,296 53,788 24,881 62,642 18,707 318 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Thailand (cont’d) Tpark Samut Sakhon Tpark Lamphun Tpark Rojang Prachinburi Tpark Bangplee 2 Tpark Phanat Nikhom Tpark Bangplee 6 Vietnam Me Linh Point China Fraser Suites Beijing Book Value $’000 86,784 17,272 16,880 80,931 7,596 25,223 2 warehouses and vacant plots of industrial land located in the TPark Samut Sakhon Project on Rama 2 Road or Thon Buri-Pak Tho Road (Highway No. 35) within Bang Krachao Sub-District, Mueang District, Samut Sakhon Province, Thailand. Freehold, lettable area – 34,421 sqm. 9 warehouses and vacant plots of industrial land located in the TPark Lamphun Project on Chiang Mai-Lamphun Road (Highway No. 11) within Umong Sub-District, Mueang District, Lamphun Province, Thailand. Freehold, lettable area – 9,011 sqm. 8 warehouses and vacant plots of industrial land located in the TPark Rojana Prachin Buri Project on Chachoengsao-Kabin Buri Road (Highway No. 304) within Hua Wa Sub-District, Si Maha Phot District, Prachin Buri Province, Thailand. Freehold, lettable area – 14,616 sqm. 17 warehouses and vacant plots of industrial land located in the TPark Bang Phli 2 Project on Mueang Mai-Bang Phli Road (Highway No. 1006) within Bang Sao Thong Sub-District, Bang Sao Thong District, Samut Prakan Province, Thailand. Leasehold (Expire year 2039), lettable area – 138,540 sqm. Vacant land located in the TPark Phanat Nikhom Project on Chachoengsao- Sattahip Road (Highway No. 331) within Nong Prue Sub-District, Phanat Nikhom District, Chon Buri Province, Thailand. Freehold, total area – 261,836 sqm. Vacant land located in the ‘TPark Bang Phli 6 Project’ on Liap Khlong Chonlahan Pichit Road at around Km. station 4+700, within Bang Pla Sub-District, Bang Phli District, Samut Prakan Province, Thailand. Freehold land, total area: Freehold land, total area: 110,958 sqm 27,200 sqm 138,158 sqm A 21-storey retail/office building with 2 basements at Me Linh Point Tower, 2 Ngo Duc Ke Street, District 1, Ho Chi Minh City. Leasehold (lease expires year 2045), lettable area – 17,468 sqm 62,627 A building comprising residential apartments (3rd to 23rd level) and clubhouse (2nd level) at 12 Jin Tong Xi Road, Chaoyang District, Beijing. Leasehold : Residential (lease expires year 2073) Clubhouse (lease expires year 2043) 244,524 Lettable area – 38,743 sqm Fraser Suites Dalian 259 serviced apartment units in the Kardan Europark which is a large-scale comprehensive development comprising of residential units, offices, shopping mall and serviced apartments. The property comprises of levels 5 to 25 of the Europark Apartment section of the development. 105,960 Annual Report 2018 | 319 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) Book Value $’000 Philippines Fraser Place Manila Indonesia 89 serviced apartment units with 116 car park lots in the East Tower of Fraser Place Forbes Tower, Valero Street, Salcedo Village, Makati City, Manila. Freehold, lettable area – 17,046 sqm 42,699 Fraser Residence Sudirman 108 serviced apartment units in Fraser Tower of Fraser Residence Sudirman 44,859 Jakarta at Jalan Setiabudi Raya No. 9, Setiabudi District, Jakarta. Freehold, lettable area – 11,324 sqm Japan Capri by Fraser, Ginza Carpark land lot located in the Shinbashi district in Tokyo, Japan to be redeveloped into a 14-storey apart-hotel with 199 apartment units. Freehold, lettable area – 851 sqm 166,695 HELD THROUGH FRASERS CENTREPOINT TRUST Singapore Causeway Point Northpoint City North Wing Changi City Point Bedok Point YewTee Point Anchorpoint A 7-storey retail mall (including 1 basement level) and a 7-level carpark (B2, B3 and 2nd-6th levels) at 1 Woodlands Square. Leasehold (lease expires year 2094), lettable area – 38,649 sqm 1,218,000 A 6-storey retail mall (including 2 basement levels) and a 3-level carpark (B1-B3) at 930 Yishun Avenue 2. Leasehold (lease expires year 2089), lettable area – 20,372 sqm A 3-storey retail mall (including 1 basement level) at 5 Changi Business Park Central 1. Leasehold (lease expires year 2069), lettable area – 19,065 sqm A 5-storey retail mall (including 1 basement level) and 1 basement carpark at 799 New Upper Changi Road. Leasehold (lease expires year 2077), lettable area – 7,684 sqm A 2-storey retail mall (including 1 basement level) and 1 basement carpark at 21 Choa Chu Kang North 6. Leasehold (lease expires year 2105), lettable area – 6,844 sqm A 2-storey retail mall (including 1 basement level) and adjacent 2-storey restaurant building at 368 and 370 Alexandra Road. Freehold, lettable area – 6,595 sqm 771,000 332,000 94,000 186,000 110,000 38,000 Yishun 10 Retail Podium 10 strata-titled retail units at 51 Yishun Central 1. Leasehold (lease expires year 2089), lettable area – 967 sqm 320 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS COMMERCIAL TRUST Singapore China Square Central A 15-storey office and retail tower with basement carpark and heritage shophouses at 18, 20 & 22 Cross Street, China Square Central. Leasehold (lease expires year 2096), lettable area – 27,977 sqm Alexandra Technopark(1) A high-tech business space development comprising 3 buildings of 8, 9 and 3-storeys with basement carpark at 438A, 438B and 438C Alexandra Road. Freehold, lettable area – 96,168 sqm Australia Central Park A 47-storey office tower at 152-158 St Georges Terrace, Perth. Freehold, lettable area – 33,054 sqm Caroline Chisholm Centre A 5-storey office complex at Block 4 Section 13, Tuggeranong. Leasehold (lease expires year 2101), lettable area – 40,244 sqm 357 Collins Street A 25-storey office and retail building at 357 Collins Street, Melbourne. Freehold, lettable area – 31,923 sqm HELD THROUGH FRASERS HOSPITALITY TRUST Singapore Fraser Suites Singapore(1) 255 serviced apartment units at 491A River Valley Road. Freehold, lettable area – 22,214 sqm Book Value $’000 582,400 676,000 288,206 249,581 299,101 372,000 Australia Fraser Suites Sydney(1) United Kingdom 201 serviced apartment units at Fraser Suites Sydney, 488 Kent Street, Sydney, New South Wales. Freehold, lettable area – 10,007 sqm 143,666 Fraser Place Canary Wharf, London (1) 2 buildings of 108 residential apartments at 80 Boardwalk Place, London. Freehold, lettable area – 4,460 sqm Fraser Suites Glasgow(1) A 4-storey building of 98 serviced apartments at 1-19 Albion Street, Glasgow, Scotland. Freehold, lettable area – 4,964 sqm Fraser Suites Edinburgh(1) A 8-storey building of 75 residential apartments at 12-26 St Giles Street, Edinburgh, Scotland. Freehold, lettable area – 2,333 sqm Fraser Suites Queens Gate, London(1) Germany Maritim Dresden 105 residential apartments at 39B Queens Gate Gardens, London. Freehold, lettable area – 4,188 sqm 328 hotel rooms at Ostra-Ufer 2, Dresden. Freehold, lettable area – 25,916 sqm 81,209 18,343 29,029 116,649 104,226 Annual Report 2018 | 321 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST Australia 2 adjoining office and warehouse facilities, located at 18-34 Aylesbury Drive, Altona, Victoria. Freehold, lettable area – 21,493 sqm A warehouse facility and a free-standing 2-level office, located at 610-638 Heatherton Road, Clayton South, Victoria. Freehold, lettable area – 8,387 sqm A large industrial warehouse and an attached 2-level office building, located at 49-75 Pacific Drive, Keysborough, Victoria. Freehold, lettable area – 25,163 sqm An industrial facility, a substantial 2-level office and a ground floor café, located at 115-121 South Centre Road, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 3,085 sqm A 3-level office attached by a 1st floor walkway to the warehouse, located at 96-106 Link Road, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 18,599 sqm 2 warehouse and distribution facilities with associated office accommodation, located at 17-23 Jets Court, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 9,869 sqm 2 adjoining warehouse facilities, each with front office accommodation, located at 25-29 Jets Court, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 15,544 sqm A warehouse distribution facility and a 2-level office, located at 28-32 Sky Road East, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 12,086 sqm A warehouse and distribution facility with a single-level office, located at 38-52 Sky Road East, Melbourne Airport, Victoria. Leasehold (lease expires year 2047), lettable area – 46,231 sqm 2 freestanding industrial facilities with a 2-level office attached to a warehouse with car parking for approximately 311 vehicles, located at 2-46 Douglas Street, Port Melbourne, Victoria. Leasehold (lease expires year 2053), lettable area – 21,803 sqm A warehouse facility, 2-level office and showroom, located at 21-33 South Park Drive, Dandenong South, Victoria. Freehold, lettable area – 22,106 sqm A single-level office and temperature-controlled warehouse, located at 22-26 Bam Wine Court, Dandenong South, Victoria. Freehold, lettable area – 17,606 sqm A storage and distribution facility, with associated office area, canopy, hardstand and 69 parking lots, located at 16-32 South Park Drive, Dandenong South, Victoria. Freehold, lettable area – 12,729 sqm 322 | Frasers Property Limited Book Value $’000 26,473 17,780 30,622 5,038 25,979 7,606 10,866 9,384 27,411 22,324 24,299 23,213 12,936 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Australia (cont’d) A warehouse facility with 2-level office, located at 63-79 South Park Drive, Dandenong South, Victoria. Freehold, lettable area – 13,963 sqm Industrial office and warehouse facility, located at 98-126 South Park Drive, Dandenong South, Victoria. Freehold, lettable area – 28,062 sqm A warehouse and attached 2-storey office/display centre, located at 77 Atlantic Drive, Keysborough, Victoria. Freehold, lettable area – 15,095 sqm 2 warehouse and office facilities under 1 roofline, located at 17 Pacific Drive and 170-172 Atlantic Drive, Keysborough, Victoria. Freehold, lettable area – 30,004 sqm 2 adjoining distribution facilities with associated mezzanine level office areas, located at 78 & 88 Atlantic Drive, Keysborough, Victoria. Freehold, lettable area – 13,495 sqm 2 adjoining distribution facilities with associated mezzanine level office areas, located at 150-168 Atlantic Drive, Keysborough, Victoria. Freehold, lettable area – 27,272 sqm 2 attached warehouses, each with internal office accommodation, located at 1-13 and 15-27 Sunline Drive, Truganina, Victoria. Freehold, lettable area – 26,153 sqm A distribution facility and incorporate a single-level office which is attached to a large warehouse, located at 468 Boundary Road, Derrimut, Victoria. Freehold, lettable area – 24,732 sqm 1 office and warehouse, located at 42 Sunline Drive, Truganina, Victoria. Freehold, lettable area – 14,636 sqm 3 office and warehouse accommodations, located at 2-22 Efficient Drive, Truganina, Victoria. Freehold, lettable area – 38,335 sqm 1 office/showroom development and 330 car parking bays, located at 211A Wellington Road, Mulgrave, Victoria. Freehold, lettable area – 7,175 sqm Office warehouse, located at 1 Doriemus Drive, Truganina, Victoria. Freehold, lettable area – 74,546 sqm 1 office/warehouse distribution centre, located at 21 Kangaroo Avenue, Eastern Creek, New South Wales. Freehold, lettable area – 41,401 sqm Book Value $’000 15,064 35,561 19,756 35,808 16,891 36,055 29,634 24,695 17,089 45,686 39,710 87,420 71,616 Annual Report 2018 | 323 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Australia (cont’d) 2 adjoining office and warehouse, located at 17 Kangaroo Avenue, Eastern Creek, New South Wales. Freehold, lettable area – 23,112 sqm Office/warehouse facility, located at 7 Eucalyptus Place, Eastern Creek, New South Wales. Freehold, lettable area – 16,074 sqm A warehouse and office, located at 6 Reconciliation Rise, Pemulwuy, New South Wales. Freehold, lettable area – 19,218 sqm Industrial distribution facility, located at 8-8A Reconciliation Rise, Pemulwuy, New South Wales. Freehold, lettable area – 22,511 sqm A port related automotive vehicle storage and distribution facility, located at Lot 104 & 105 Springhill Road, Port Kembla, New South Wales. Leasehold (lease expires year 2049), lettable area – 90,661 sqm 2-storey office and warehouse facility, located at 8 Distribution Place, Seven Hills, New South Wales. Freehold, lettable area – 12,319 sqm 2-level office accommodation, undercover parking and a warehouse, located at 10 Stanton Road, Seven Hills, New South Wales. Freehold, lettable area – 7,065 sqm Warehouse and associated offices, located at 99 Station Road, Seven Hills, New South Wales. Freehold, lettable area – 10,772 sqm 2 adjoining office and warehouse units, located at 11 Gibbon Road, Winston Hills, New South Wales. Freehold, lettable area – 16,625 sqm 2 separate standalone distribution facilities, located at 4-8 Kangaroo Avenue, Eastern Creek, New South Wales. Freehold, lettable area – 40,543 sqm Office/warehouse distribution centre, located at 10 Siltstone Place, Berrinba, Queensland. Leasehold (lease expires year 2115), lettable area – 9,797 sqm Warehouse with ancillary office spaces, located at 55-59 Boundary Road, Carole Park, Queensland. Leasehold (lease expires year 2115), lettable area – 13,250 sqm Book Value $’000 44,204 30,375 38,030 42,113 25,930 26,078 13,335 20,250 43,463 79,765 13,335 16,348 324 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Australia (cont’d) Book Value $’000 Warehouse and manufacturing facility, located at 57-71 Platinum Street, Crestmead, Queensland. Leasehold (lease expires year 2115), lettable area – 20,518 sqm Warehouse and production facility with associated office accommodation, located at 51 Stradbroke Street, Heathwood, Queensland. Leasehold (lease expires year 2115), lettable area – 14,916 sqm Warehouse and office facility, located at 30 Flint Street, Inala, Queensland. Leasehold (lease expires year 2115), lettable area – 15,052 sqm Warehouse and manufacturing facility, with a detached 2-level office building, located at 286 Queensport Road, North Murarrie, Queensland. Leasehold (lease expires year 2115), lettable area – 21,531 sqm 2-level office and warehouse, located at 350 Earnshaw Road, Northgate, Queensland. Leasehold (lease expires year 2115), lettable area – 30,779 sqm 37,536 24,102 25,189 37,783 54,823 Warehouse and distribution centre, together with a 2-storey office, located at 99 Sandstone Place, Parkinson, Queensland. Leasehold (lease expires year 2115), lettable area – 54,245 sqm 242,011 Warehouse and distribution facility with a single-level office, located at 99 Shettleston Street, Rocklea, Queensland. Leasehold (lease expires year 2115), lettable area – 15,186 sqm 4 various-sized industrial units with associated offices, located at 5 Butler Boulevard, Adelaide Airport, South Australia. Leasehold (lease expires year 2097), lettable area – 8,224 sqm Office and warehouse facility, located at 20-22 Butler Boulevard, Adelaide Airport, South Australia. Leasehold (lease expires year 2097), lettable area – 11,197 sqm Office and warehouse facility, located at 18-20 Butler Boulevard, Adelaide Airport, South Australia. Leasehold (lease expires year 2097), lettable area – 6,991 sqm A complex comprising an office warehouse building, located at 60 Paltridge Road, Perth Airport, Western Australia. Leasehold (lease expires year 2033), lettable area – 20,143 sqm Office and warehouse facility, located at Lot 143 Pearson Rd, Yatala, Queensland. Leasehold (lease expires year 2115), lettable area – 30,618 sqm 22,522 8,708 10,866 7,310 15,410 39,018 Annual Report 2018 | 325 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Australia (cont’d) Office/warehouse development, located at 111 Indian Drive, Truganina, Victoria. Freehold, lettable area – 21,660 sqm Specialised temperature-controlled warehouse and a 2-level office, located at 1 Burilda Close, Wetherill Park, New South Wales. Leasehold (lease expires year 2106), lettable area – 18,848 sqm A standalone high-clearance warehouse, sub-divided into 2 tenancy areas, located at Lot 1, 2 Burilda Close, Wetherill Park, New South Wales. Leasehold (lease expires year 2106), lettable area – 14,333 sqm A 2-level office and high clearance warehouse facility, located at 8 Stanton Road, Seven Hills, New South Wales. Freehold, lettable area – 10,708 sqm A single-level office and high-clearance warehouse facility, located at 43 Efficient Drive, Truganina, Victoria. Freehold, lettable area – 23,088 sqm A single-level office and high-clearance warehouse facility, located at Indian Drive, Keysborough, Victoria. Freehold, lettable area – 21,854 sqm A single-level office and high-clearance warehouse facility, located at 89- 103 South Park Drive, Dandenong South, Victoria. Freehold, lettable area – 10,425 sqm A single-level office and high-clearance warehouse facility, located at Pearson Road, Yatala, Queensland. Freehold, lettable area – 23,218 sqm A two-level office and high clearance temperature controlled warehouse, located at Hudson Court, Keysborough, Victoria. Freehold, lettable area – 21,271 sqm A modern industrial office/warehouse building, located at 3 Burilda Close, Wetherill Park, New South Wales. Leasehold (lease expires year 2107), lettable area – 20,078 sqm Office and warehouse facility, located at 103-131 Wayne Goss Drive, Berrinba, Queensland. Freehold, lettable area – 19,487 sqm Book Value $’000 34,820 64,076 24,794 18,669 25,386 28,152 12,654 33,092 26,754 31,603 29,404 326 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Europe A logistics facility at Marl-Elbestraße 1-3, Marl, Germany. Freehold, lettable area – 16,831 sqm A light industrial facility at Isenbüttel-Am Krainhop 10, Isenbüttel, Germany. Freehold, lettable area – 20,679 sqm A logistics facility at Vaihingen-Otto-Hahn-Straße 10, Vaihingen an der Enz, Germany. Freehold, lettable area – 42,006 sqm A logistics facility at Ulm – Eiselauer Weg 2, Ulm, Germany. Freehold, lettable area – 24,525 sqm A light industrial facility at Gottmadingen-Industriepark 309, Gottmadingen, Germany. Freehold, lettable area – 35,307 sqm A light industrial facility at Gottmadingen-Industriepark 309 (Halle 5-7), Gottmadingen, Germany. Freehold, lettable area – 19,700 sqm Solar Panels – Mamming, Germany. A light industrial facility at Mamming-Industriepark 1, Mamming, Germany. Freehold, lettable area – 14,193 sqm A logistics facility at Leipzig-Am Exer 9, Leipzig, Germany. Freehold, lettable area – 11,537 sqm A logistics facility at Chemnitz-Johann-Esche-Straße 2, Chemnitz, Germany. Freehold, lettable area – 18,053 sqm A light industrial facility at Amberg-Jubatus-Allee 3, Amberg/Ebermannsdorf, Germany. Freehold, lettable area – 9,389 sqm Book Value $’000 22,892 27,469 79,312 66,565 45,966 29,650 549 24,453 21,289 26,572 12,168 A logistics facility at s-Heerenberg-Brede Steeg 1, s-Heerenberg, The Netherlands. Freehold, lettable area – 84,806 sqm 104,861 A logistics facility at Nürnberg-Koperstrasse 10, Nürnberg, Germany. Freehold, lettable area – 43,851 sqm A logistics facility at Achern-Ambros-Nehren-Strasse 1, Achern, Germany. Freehold, lettable area – 12,304 sqm A logistics facility at Rheinberg-Saalhoffer Straße 211, Rheinberg, Germany. Freehold, lettable area – 31,957 sqm 69,072 21,575 45,141 Annual Report 2018 | 327 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED INVESTMENT PROPERTIES (CONT’D) HELD THROUGH FRASERS LOGISTICS & INDUSTRIAL TRUST (CONT’D) Europe (cont’d) Book Value $’000 A light industrial facility at Münster-Gustav-Stresemann-Weg 1, Münster, Germany. Freehold, lettable area – 12,960 sqm A light industrial facility at Brilon-Keffelker Straße 66, Brilon, Germany. Freehold, lettable area – 13,352 sqm A light industrial facility at Rastede-Am Autobahnkreuz 14, Rastede, Germany. Freehold, lettable area – 11,491 sqm A logistics facility at Tilburg-Belle van Zuylenstraat 5, Tilburg, The Netherlands. Freehold, lettable area – 18,121 sqm A logistics facility at Zeewolde-Handelsweg 26, Zeewolde, The Netherlands. Freehold, lettable area – 51,703 sqm A logistics facility at Venlo-Heierhoevenweg 17, Venlo, The Netherlands. Freehold, lettable area – 32,642 sqm Solar Panels – Moosthenning, Germany. A logistics facility at Moosthenning-Oberes Feld 2, Germany. Freehold, lettable area – 51,418 sqm A logistics facility at Moosthenning-Oberes Feld 2, Germany. Freehold, lettable area – 21,140 sqm A logistics facility at Freiberg am Neckar-Murrer Straße 1, Germany. Freehold, lettable area – 21,071 sqm 23,288 16,134 29,951 23,558 63,202 41,548 355 76,400 32,453 53,303 TOTAL COMPLETED INVESTMENT PROPERTIES  20,245,969 INVESTMENT PROPERITIES UNDER CONSTRUCTION Singapore Capri by Fraser, China Square 304 units of hotel residences at 181 South Bridge Road. Leasehold (lease expires year 2096), gross floor area – 16,000 sqm 241,849 Europe Fraser Suites Hamburg 154 serviced apartment units at Rodingsmarkt 2, Hamburg, Germany. Freehold, lettable area – 5,273 sqm 99,626 Book Value $’000 328 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018INVESTMENT PROPERITIES UNDER CONSTRUCTION (CONT’D) Thailand Amata Nakorn Industrial Estate Hi-Tech Industrial Estate 3 industrial factories located in the Amata Nakorn Industrial Estate on Sukhumvit Road (Highway No. 3) within Phan Thong Sub-District, Phan Thong District, Chon Buri Province, Thailand. Freehold, lettable area – 8,925 sqm. 5 industrial factories, located in the Hi-Tech Industrial Estate on Asia Road (Highway No. 32) within Ban Len and Ban Pho Sub-Districts, Bang Pa-in District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, lettable area – 12,200 sqm. Amata City Industrial Estate 2 industrial factories, located in the Amata City Industrial Estate on Chachoengsao-Sattahip Road (Highway No. 331) within Map Yang Phon Sub-District, Pluak Daeng District, Rayong Province, Thailand. Freehold, lettable area – 5,600 sqm. Rojana Industrial Estate (Rayong-Ban Khai) 1 industrial factory, located in the Rojana Industrial Estate Rayong on Ban Khai-Ban Bueng Road (Highway No. 3138) within Nong Bua Sub-District, Ban Khai District, Rayong Province, Thailand. Freehold, lettable area – 8,128 sqm. Rojana-Ayudhya Industrial Park Zone 1-3 9 industrial factories of industrial land located in the Rojana Industrial Estate on Rojana-Uthai Road (Highway No. 3056) within Ban Chang and Uthai Sub-Districts, Uthai District, Phra Nakhon Si Ayutthaya Province, Thailand. Freehold, lettable area – 19,375 sqm. Kabinburi Industrial Zone 2 industrial factories, located in the Kabinburi Industrial Estate on Kabin Buri-Nakhon Ratchasima Road (Highway No. 304) within Nong Ki Sub-District, Kabin Buri District, Prachin Buri Province, Thailand. Freehold, lettable area – 4,800 sqm. Asia Industrial Estate Suvarnabhumi 7 industrial factories, located in the Asia Industrial Estate Suvarnaphumi (AIES) on Luang Phaeng Road within Khlong Suan Sub-District, Bang Bo District, Samut Prakan Province, Thailand. Freehold, lettable area – 15,300 sqm. Rojana Industrial Park (Prachinburi) 7 industrial factories, located in the Asia Industrial Estate Suvarnaphumi (AIES) on Luang Phaeng Road within Khlong Suan Sub-District, Bang Bo District, Samut Prakan Province, Thailand. Freehold, lettable area – 4,000 sqm. Tpark Bangplee 6 Vacant land located in the ‘TPark Bang Phli 6 Project’ on Liap Khlong Chonlahan Pichit Road at around Km. station 4+700, within Bang Pla Sub-District, Bang Phli District, Samut Prakan Province, Thailand. Freehold, total area – 138,654 sqm. Book Value $’000 5,330 3,076 1,388 428 9,752 591 10,938 820 24,712 TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES) 398,510 20,644,479 (1) Due to consolidation of the REITs, the carrying values of these properties have been adjusted to reflect FPL Group’s freehold interest in the properties. Annual Report 2018 | 329 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018PROPERTY, PLANT AND EQUIPMENT Book Value $’000 236 apartments and suites at 10 Adelaide Terrace, East Perth, Western Australia. Freehold, gross floor area – 27,447 sqm 109,607 Australia Fraser Suites Perth United Kingdom Malmaison Belfast Malmaison Edinburgh Malmaison Glasgow Malmaison Leeds Malmaison Liverpool Malmaison Reading A boutique hotel situated at 34-38 Victoria Street, Belfast, BT1 3GH, Northern Ireland. The property provides a 64 bedroom boutique hotel, a 60 cover restaurant, bar, gym and meeting rooms for a total capacity of 40. Freehold, gross floor area – 3,600 sqm A boutique hotel situated at 1 Tower Place, Edinburgh, EH6 7BZ, Scotland. The property provides a 100 bedroom boutique hotel, a 53 cover restaurant, bar, gym and meeting rooms for a total capacity of 70. Freehold, gross floor area – 6,340 sqm A boutique hotel situated at 278 West George Street, Glasgow, G2 4LL, Scotland. The property provides a 72 bedroom boutique hotel, a 106 cover restaurant, 2 bars, gym and meeting rooms for a total capacity of 45. Freehold, gross floor area – 4,408 sqm A boutique hotel situated at 1 Swinegate, Leeds, LS1 4AG, England. The property provides a 100 bedroom boutique hotel, a 96 cover restaurant, bar, gym and meeting rooms for a total capacity of 45. Freehold, gross floor area – 7,920 sqm A boutique hotel situated at 7 William Jessop Way, Liverpool, L3 1QZ, England. Occupying floors ground to sixth, the boutique hotel provides 130 bedrooms, a 65 cover Brasserie restaurant, 2 private dining rooms (Kitchen & Boudoir with 18 covers), a 70 seat Mal Bar, a small gym and 4 meeting rooms with a maximum capacity of 100. Leasehold (lease expires year 2146), gross floor area – 8,250 sqm A boutique hotel situated at 18-20 Station Road, Reading, RG1 1JX, England. The property provides a 75 bedroom boutique hotel, a 76 cover restaurant, bar, gym and meeting rooms for a total capacity of 25. Leasehold (lease expires year 2894), gross floor area – 1,804 sqm Hotel du Vin Birmingham A boutique hotel situated at Church Street, Birmingham, B3 2NR, England. The property provides a 66 bedroom boutique hotel, a 85 cover restaurant, bar, gym and meeting rooms for a total capacity of 90. Leasehold (lease expires year 2150), gross floor area – 4,510 sqm Hotel du Vin Brighton Hotel du Vin Bristol A boutique hotel situated at Ship Street, Brighton, BN1 1AD, England. The property provides a 49 bedroom boutique hotel, a 80 cover restaurant, bar, and meeting rooms for a total capacity of 110. Freehold, gross floor area – 5,693 sqm A boutique hotel situated at The Sugar House, Narrow Lewins Mead, Bristol, BS1 2NU, England. The property provides a 40 bedroom boutique hotel, a 80 cover restaurant, bar and 3 meeting rooms for a maximum capacity of 72. Freehold, gross floor area – 3,272 sqm 330 | Frasers Property Limited 12,787 25,873 18,180 24,636 24,009 22,798 17,561 32,046 21,763 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018PROPERTY, PLANT AND EQUIPMENT (CONT’D) United Kingdom (cont’d) Hotel du Vin Cambridge A boutique hotel situated at 15-19 Trumpington Street, Cambridge, CB2 1QA, England. The property provides a 41 bedroom boutique hotel, a 82 cover restaurant, bar and 2 meeting rooms for a maximum capacity of 24. Leasehold (lease expires year 2105), gross floor area – 4,320 sqm Hotel du Vin Cheltenham A boutique hotel situated at Parabola Road, Cheltenham, Gloucestershire, GL50 3AQ, England. The property provides a 49 bedroom boutique hotel, a 110 cover restaurant, bar and meeting rooms for a total capacity of 40. Freehold, gross floor area – 3,625 sqm Hotel du Vin Edinburgh Hotel du Vin Glasgow Hotel du Vin Harrogate Hotel du Vin Henley Hotel du Vin Newcastle Hotel du Vin Poole A boutique hotel situated at 11 Bistro Place, Edinburgh, EH1 1EZ, Scotland. The property provides a 47 bedroom boutique hotel, a 80 cover restaurant, bar and meeting rooms with capacity of 36. Freehold, gross floor area – 4,126 sqm A boutique hotel situated at Devonshire Gardens, Glasgow, G12 0UX, Scotland. The property provides a 49 bedroom boutique hotel, a 80 cover restaurant, bar, gym and meeting rooms for a maximum capacity of 50. Freehold, gross floor area – 5,280 sqm A boutique hotel situated at Prospect Place, Harrogate, North Yorkshire, HG1 1LB, England. The property provides a 48 bedroom boutique hotel, a 90 cover restaurant, bar and meeting rooms for a total capacity of 60. Freehold, gross floor area – 7,552 sqm A boutique hotel situated at New Street, Henley-on-Thames, Oxfordshire, RG9 2BP, England. The property provides a 43 bedroom boutique hotel, a 80 cover restaurant, bar and meeting rooms for a total capacity of 56. Freehold, gross floor area – 5,260 sqm A boutique hotel situated at Allan House, City Road, Newcastle-upon-Tyne, NE1 2BE, England. The property provides a 42 bedroom boutique hotel, a 84 cover restaurant, bar and meeting rooms for a maximum capacity of 36. Freehold, gross floor area – 3,491 sqm A boutique hotel situated at The Quay, Thames Street, Poole, BH15 1JN, England. The property provides a 38 bedroom boutique hotel, a 85 cover restaurant, bar and meeting rooms for a total capacity of 30. Freehold and leasehold (lease expires year 2078), gross floor area – 2,610 sqm Hotel du Vin St Andrews A boutique hotel situated at 40 The Scores, St Andrews, KY16 9AS, Scotland. The property provides a 40 bedroom boutique hotel, a 56 cover restaurant, bar and meeting rooms for a total capacity of 120. Freehold, gross floor area – 3,974 sqm Hotel du Vin Tunbridge Wells A boutique hotel situated at Crescent Road, Tunbridge Wells, TN1 2LY, England. The property provides a 34 bedroom boutique hotel, a 88 cover restaurant, bar and meeting rooms with a maximum capacity of 80. Freehold, gross floor area – 2,916 sqm Book Value $’000 26,520 15,664 21,291 19,896 12,758 16,323 8,182 6,948 11,238 15,770 Annual Report 2018 | 331 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018PROPERTY, PLANT AND EQUIPMENT (CONT’D) United Kingdom (cont’d) Hotel du Vin Wimbledon A boutique hotel situated at Cannizaro House, West Side Common, London, SW19 4 UE, England. The property provides a 48 bedroom boutique hotel, a 60 cover restaurant, bar and meeting rooms for a total capacity of 120. Leasehold (lease expires year 2111), gross floor area – 4,531 sqm Hotel du Vin Winchester A boutique hotel situated at 14 Southgate Street, Winchester, Hampshire, SO23 9EF, England. The property provides a 24 bedroom boutique hotel, a 60 cover restaurant, bar and meeting rooms for a total capacity of 50. Freehold, gross floor area – 2,225 sqm Hotel du Vin York Hotel du Vin Stratford upon Avon Malmaison Cheltenham A boutique hotel situated at 89 The Mount, York, YO24 1AX, England. The property provides a 44 bedroom boutique hotel, a 70 cover restaurant, bar and meeting rooms for a total capacity of 30. Freehold, gross floor area – 4,210 sqm A boutique Hotel situated on Rother Street, Stratford upon Avon, Staffordshire, C37 6LU, England. The property provides a 46 bedroom boutique hotel, an 80 cover restaurant, bar and meeting rooms for a total capacity of 48. Freehold, gross floor area – 3,218 sqm A boutique hotel situated on Bayshill Road, Cheltenham, Gloucestershire, GL50 3AS, England. The property provides a 61 bedroom hotel, a 74 cover restaurant, bar and meeting rooms for a total capacity of 38. Freehold, gross floor area – 3,226 sqm Hotel du Vin Avon Gorge A boutique hotel situated on Sion Hill, Clifton, Bristol, BS8 4LD, England. The property provides a 75 bedroom hotel, a 50 cover restaurant, bar and meeting rooms for a total capacity of 80. Freehold, gross floor area – 5,219 sqm Hotel du Vin Exeter A boutique hotel situated on Magdalen Street, Exeter, Devon, EX2 4HY, England. The property provides a 59 bedroom boutique hotel, a 80 cover restaurant, bar and meeting rooms for a total capacity of 24. Freehold, gross floor area – 2,293 sqm Book Value $’000 29,962 13,881 17,855 7,383 20,280 21,276 17,968 Hotel du Vin Aberdeen An unoccupied building to be redeveloped at Clarke Building, Schoolhill, Aberdeen, AB10 1JQ. 7,025 332 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018PROPERTY, PLANT AND EQUIPMENT (CONT’D) Book Value $’000 Thailand Tpark Bangna Tpark Bangplee 1 Sale office and storage located in the TPark Bang Na Km.39 Project on Bang Na-Bang Pakong Road (Highway No. 34) within Bang Samak Sub-District, Bang Pakong District, Cha Choeng Sao Province, Thailand. 1,273 Sale office located in the TPark Bang Phli 1 Project on Bang Na-Bang Pakong Road (Highway No. 34) at around Km. Station 22, within Sisa Chorakhe Yai Sub-District, Bang Sao Thong District, Samut Prakan Province, Thailand. Tpark Eastern Seaboard 3 Sale office located in the TPark Eastern Seaboard 3 Project on Chachoengsao- Sattahip Road (Highway No. 331) within Khao Khansong Sub-District, Si Racha District, Chon Buri Province, Thailand. Tpark Khonkaen Sale office located in the TPark Khon Kaen Project on Mittaphap Road (Highway No. 2) within Tha Phra Sub-District, Mueang District, Khon Kaen Province, Thailand. Tpark Laemchabang 2 Sale office located in the TPark Laemchabang 2 Project on Bypass-Laem Chabang Road (Motorway No. 7) within Nong Kham Sub-District, Si Racha District, Chon Buri Province, Thailand. Tpark Sriracha Tpark Wangnoi 1 Sale office located in the TPark Sriracha (Bangphra) Project on Chon Buri- Pattaya Road (Highway No. 7) within Bang Phra Sub-District, Si Racha District, Chon Buri Province, Thailand. Sale office and custom office located in the TPark Wang Noi 1 Project on Phahon Yothin Road (Highway No. 1) around Km. Station 55+900 within Phayom Sub-District, Wang Noi District, Phra Nakhon Si Ayutthaya Province, Thailand. Tpark Eastern Seaboard 2A Sale office cabinet located in the TPark Eastern Seaboard 2A Project on Chachoengsao-Sattahip Road (Highway No. 331) within Bo Win Sub-District, Si Racha District, Chon Buri Province, Thailand. Tpark Laemchabang Sale office cabinet located in the TPark Laemchabang 1 Project on Bypass- Laem Chabang Road (Motorway No. 7) within Nong Kham Sub-District, Si Racha District, Chon Buri Province, Thailand. Tpark Samut Sakhon Sale office cabinet located in the TPark Samut Sakhon Project on Rama 2 Road or Thon Buri-Pak Tho Road (Highway No. 35) within Bang Krachao Sub-District, Mueang District, Samut Sakhon Province, Thailand. Tpark Lamphun Tpark Bangpakong Sale office cabinet located in the TPark Lamphun Project on Chiang Mai-Lamphun Road (Highway No. 11) within Umong Sub-District, Mueang District, Lamphun Province, Thailand. Sale office cabinet located in the TPark Bangpakong Km. 46 Project on Bang Na-Bang Pakong Road (Highway No. 34) within Bang Samak Sub-District, Bang Pakong District, Cha Choeng Sao Province, Thailand. 435 566 82 398 383 579 13 12 21 141 4 Annual Report 2018 | 333 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018PROPERTY, PLANT AND EQUIPMENT (CONT’D) HELD THROUGH FRASERS HOSPITALITY TRUST Singapore Book Value $’000 InterContinental Singapore(2) 406 hotel rooms at 80 Middle Road. Leasehold (lease expires year 2089), gross floor area – 49,987 sqm 483,117 Malaysia The Westin Kuala Lumpur(2) 443 hotel rooms at 199 Jalan Bukit Bintang, Kuala Lumpur. 145,787 Freehold, gross floor area – 79,593 sqm Japan ANA Crown Plaza Kobe(2) 593 hotel rooms at 1-Chome, Kitano-Cho, Chuo-Ku, Kobe. Freehold, gross floor area – 136,657 sqm Australia Novotel Sydney Darling Square(2) 230 hotel rooms at Novotel Rockford Darling Harbour, 17 Little Pier Street, Darling Harbour, New South Wales. Leasehold (lease expires year 2098), gross floor area – 12,128 sqm Sofitel Sydney Wentworth(2) 436 hotel rooms at 61-101 Phillip Street, Sydney, New South Wales. Freehold, gross floor area – 33,589 sqm Novotel Melbourne on Collins(2) 380 hotel rooms at 270 Collins Street, Melbourne, Victoria. Freehold, gross floor area – 20,860 sqm United Kingdom 139,531 88,660 181,525 235,116 Park International London(2) 171 hotel rooms at 117-129 Cromwell Road, South Kensington, London. 64,450 Leasehold (lease expires 2098), Gross floor area – 6,825 sqm ibis Styles London Gloucester Road(2) 85 hotel rooms at 108, 110 and 112 Cromwell Road, London. Leasehold (lease expires 2098), Gross floor area – 2,512 sqm LAND AND BUILDING OTHERS TOTAL PROPERTY, PLANT AND EQUIPMENT 29,212 1,970,785 145,269 2,116,054 (2) To align to the Group’s accounting policy, the property, plant and equipment held under FHT are stated at cost less accumulated depreciation and any impairment. 334 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED PROPERTIES HELD FOR SALE Singapore Parc Life Australia Lumiere Central Park Putney Hill Queens Riverside China Chengdu Logistics Hub Baitang One Leasehold land (lease expires year 2113) of approximately 22,190 sqm at Sembawang Crescent (Sembawang Planning Area) for the development of 628 executive condominium units consisting 7 blocks of 16-storey and 4 blocks of 15-storey residential units with e-deck, swimming pool, ancillary facilities and a basement carpark of approximately 62,066 sqm gross floor area for sale. Freehold land of approximately 3,966 sqm situated at former Regent Theatre, Frontages on George Street, Bathurst & Kent Street, Sydney, New South Wales. The development has a gross floor area of 61,146 sqm and consists of 1 retail podium, 456 residential units, 201 serviced apartments, 3 retail units and 19 commercial suites. Freehold land of approximately 48,000 sqm situated at Broadway, Sydney, New South Wales for a proposed mixed development of approximately 2,069 residential apartment units of approximately 107,287 sqm of gross floor area for sale and commercial space of approximately 21,715 sqm of gross floor area for sale. Freehold land of approximately 113,500 sqm situated at Putney, Sydney, New South Wales for a proposed development comprising 145 apartments and 16 houses of approximately 15,321 sqm of gross floor area for sale. Freehold land of approximately 11,895 sqm situated at East Perth for a proposed mixed development comprising approximately 500 private apartment units and 12 commercial space of a total of approximately 41,287 sqm of gross floor area for sale. Leasehold land (lease expires year 2057) of approximately 195,846 sqm situated at Chengdu. Phase 1 of the development has a gross floor area of 161,288 sqm and consists of 136 office units, 27 warehouses and 766 car park lots. Phase 2 has a gross floor area of 154,049 sqm and consists of 149 office units, 14 retail units and 119 car park lots. Phase 4 has a gross floor area of 163,527 sqm and consists of 270 office units, 88 retail units and 368 car park lots. Leasehold land (lease expires year 2074) of approximately 314,501 sqm situated at Gongye Yuan District, Nan Shi Jie Dong, Suzhou. Phase 1 of the development has a gross floor area of 132,520 sqm and consists of 968 apartment units. Phase 2 has a gross floor area of 154,049 sqm and consists of 898 apartment units. Phase 3A has a gross floor area of 77,711 sqm and consists of 706 apartment units. Phase 3B has a gross floor area of 57,893 sqm and consists of 380 apartment units. Phase 3C1 has a gross floor area of 78,939 sqm and consists of 706 apartment units. Effective Interest % 80.0 100.0 50.0 100.0 100.0 80.0 100.0 Annual Report 2018 | 335 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018COMPLETED PROPERTIES HELD FOR SALE (CONT’D) United Kingdom Wandsworth Riverside Quarter Camberwell Green Freehold land of approximately 20,531 sqm situated at south bank of River Thames, London for a proposed residential and commercial development of 510 residential units and ancillary office and retail space of a total of approximately 32,236 sqm of gross floor area for sale. Freehold land of approximately 2,310 sqm situated at 1 – 6 Camberwell Green and 307 – 311 Camberwell New Road SE5, London. The development consists of 92 private apartments, 9 shared ownership units and 8 commercial units. DEVELOPMENT PROPERTIES HELD FOR SALE Effective Interest % 100.0 100.0 Singapore North Park Residences Jiak Kim street land parcel Australia Frasers Landing Central Park Fairwater Estimated Date of Completion Effective Interest % 1st Quarter 2019 100.0 – 100.0 land Leasehold (lease expires year 2114) of approximately 41,085 sqm at Yishun Avenue 2/Yishun Central for the development of 920 condominium units of approximately 77,335 sqm of gross floor area for sale. land Leasehold (lease expires year 2117) of approximately 13,482 sqm at Lot 1637L Town Subdivision 21 at Jiak Kim Street for a proposed residential and commercial development. A residential development comprising 463 land lots to go. 3rd Quarter 2037 100.0 A residential development comprising 295 apartments and 8 non residental lots to go. 4th Quarter 2019 100.0 A residential development comprising 381 apartment, house and land lots to go. 3rd Quarter 2022 100.0 Lidcombe Village Civil A residential development comprising 35 apartment, MD housing, house and land lots to go. 4th Quarter 2020 100.0 Botany A residential development comprising 55 apartment and MD housing lots to go. 4th Quarter 2019 100.0 336 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D) Australia (cont’d) Ivanhoe residential development A apartment and other lots to go. comprising 2,371 4th Quarter 2029 100.0 Warriewood A development comprising 1 superlot to go. 1st Quarter 2019 100.0 Estimated Date of Completion Effective Interest % Discovery Point Shared Works Edmondson Park Shell Cove Northshore A residential development comprising 239 apartment lots to go. 2nd Quarter 2021 100.0 residential development A apartment, MD housing and other lots to go. comprising 1,813 1st Quarter 2026 100.0 A residential development comprising 53 apartment lots to go. 1st Quarter 2020 100.0 A residential development comprising 456 apartment, MD housing, house and land lots to go. 1st Quarter 2023 100.0 Cova – Hope Island A residential development comprising 149 MD housing, house and land lots to go. 2nd Quarter 2020 100.0 Yungaba A residential development comprising 4 apartment lots to go. 1st Quarter 2019 100.0 Park Ridge A residential development comprising 1 land lot to go. 1st Quarter 2019 100.0 Brookhaven A residential development comprising 1,416 land lots to go. 2nd Quarter 2024 100.0 Deebing Heights A residential development comprising 927 land lots to go. 2nd Quarter 2026 100.0 Carina Carlton A residential development comprising 185 MD housing and land lots to go. 2nd Quarter 2021 100.0 A residential development comprising 184 apartment and MD housing lots to go. 2nd Quarter 2021 65.0 Burwood Brickworks A residential development comprising 699 MD housing, land and apartment lots to go. 2nd Quarter 2025 100.0 Greenvale Wyndham Vale Cockburn A residential development comprising 14 MD housing and land lots to go. 1st Quarter 2019 100.0 A residential development comprising 1,182 land lots and 2 retail lots to go. 4th Quarter 2026 100.0 A residential development comprising 371 apartment lots to go. 3rd Quarter 2028 100.0 Annual Report 2018 | 337 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D) Estimated Date of Completion Effective Interest % Australia (cont’d) Port Coogee Baldivis Grove Shell Cove A residential development comprising 573 apartment and land lots to go. 1st Quarter 2028 100.0 A residential development comprising 284 land lots to go. 4th Quarter 2023 100.0 A residential development comprising 1,012 MD housing, house and land lots to go. 2nd Quarter 2025 50.0 Berwick Waters A residential development comprising 1,026 land lots to go. 3rd Quarter 2024 45.0 Parkville Point Cook Sunbury Fields Wallara Waters A residential development comprising 496 apartment lots to go. 3rd Quarter 2023 50.0 A residential development comprising 376 MD housing and land lots to go. 2nd Quarter 2020 50.0 A residential development comprising 56 land lots to go. 1st Quarter 2019 100.0 A residential development comprising 1,402 land lots to go. 3rd Quarter 2030 50.0 Avondale Heights A residential development comprising 54 MD housing lots to go. 2nd Quarter 2019 100.0 Westmeadows A residential development comprising 65 MD housing and land lots to go. 2nd Quarter 2020 100.0 Baldivis Parks Greenwood A residential development comprising 783 MD housing and land lots to go. 3rd Quarter 2027 50.0 A residential development comprising 108 MD housing and land lots to go. 3rd Quarter 2027 100.0 Schutz, Yatala, Queensland Built form project with estimated gross lettable area 1st Quarter 2019 100.0 of 7,146 sqm. Rewards Distribution, Yatala, Queensland Built form project with estimated gross lettable area of 13,527 sqm. 2nd Quarter 2019 100.0 Lot Q, Braeside, Victoria Built form project with estimated gross lettable area of 14,235 sqm. 1st Quarter 2019 100.0 Spec 7, Keysborough – Stage 8, Victoria Built form project with estimated gross lettable area of 20,703 sqm. 2nd Quarter 2019 100.0 338 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D) Estimated Date of Completion Effective Interest % Australia (cont’d) FDM, Eastern Creek – Stage 5, New South Wales Built form project with estimated gross lettable area of 16,736 sqm. 2nd Quarter 2019 100.0 Tyremax & Spec, Gillman, South Australia Built form project with estimated gross lettable area of 8,660 sqm. 1st Quarter 2019 50.0 Pinnacle, Berrinba, Queensland Built form project with estimated gross lettable area of 16,297 sqm. 4th Quarter 2019 100.0 Maker Place, Truganina, Victoria Built form project with estimated gross lettable area of 30,885 sqm. 3rd Quarter 2019 100.0 4 Burilda Close, Wetherill Park, New South Wales Built form project with estimated gross lettable area of 18,770 sqm. Lot 3 Burilda Close, Wetherill Park, New South Wales Built form project with estimated gross lettable area of 26,055 sqm. 24 Archer Road, Truganina, Victoria Built form project with estimated gross lettable area of 31,117 sqm. 33 & 15 Archer Road, Truganina, Victoria Built form project with estimated gross lettable area of 14,871 sqm. 22 Hanson Place, Eastern Creek, New South Wales Built form project with estimated gross lettable area of 26,550 sqm. 15 Muir Road, Chullora, New South Wales Built form project with estimated gross lettable area of 22,069 sqm. 11-27 Doriemus Drive, Truganina, Victoria Built form project with estimated gross lettable area of 36,742 sqm. 58-76 Naxos Way & 68 Atlantic Drive, Keysborough, Victoria Built form project with estimated gross lettable area of 28,805 sqm. – – – – – – – – 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Eastern Creek – Stage 2, New South Wales Industrial type of estate with an estimated total saleable area of 8,688 sqm. 1st Quarter 2019 100.0 Eastern Creek – Stage 3, New South Wales Industrial type of estate with an estimated total saleable area of 7,541 sqm. 1st Quarter 2019 50.0 Macquarie Park, New South Wales Office type of estate with an estimated total saleable area of 7,810 sqm. 1st Quarter 2020 50.0 Annual Report 2018 | 339 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D) Estimated Date of Completion Effective Interest % Australia (cont’d) Keysborough – Stage 6, Victoria Industrial type of estate with an estimated total saleable area of 5,394 sqm. 3rd Quarter 2019 100.0 Keysborough – Stage 8, Victoria Industrial type of estate with an estimated total saleable area of 5,514 sqm. 4th Quarter 2019 100.0 Truganina – Stage 12, West Park, Victoria Industrial type of estate with an estimated total saleable area of 62,156 sqm. 4th Quarter 2019 100.0 Truganina – Stage 15, West Park, Victoria Industrial type of estate with an estimated total saleable area of 56,152 sqm. 4th Quarter 2020 100.0 Inala, Queensland Industrial type of estate with an estimated total saleable area of 22,222 sqm. 2nd Quarter 2020 100.0 Church Lot, Berrinba, Queensland Industrial type of estate with an estimated total saleable area of 6,090 sqm. 4th Quarter 2019 100.0 Yatala, Queensland Industrial type of estate with an estimated total saleable area of 117,103 sqm. 3rd Quarter 2021 100.0 Kellar Street, Berrinba, Queensland Industrial type of estate with an estimated total saleable area of 44,580 sqm. 4th Quarter 2021 100.0 Mulgrave, Victoria Office type of estate with an estimated total saleable area of 45,309 sqm. 4th Quarter 2025 50.0 Braeside, Victoria Industrial type of estate with an estimated total saleable area of 180,829 sqm. 2nd Quarter 2022 100.0 Epping – Stage 1, Victoria Industrial type of estate with an estimated total saleable area of 230,719 sqm. 2nd Quarter 2021 100.0 Epping – Stage 2, Victoria Industrial type of estate with an estimated total saleable area of 222,601 sqm. 2nd Quarter 2024 100.0 Eastern Creek Lot 531, New South Wales Industrial type of estate with an estimated total saleable area of 35,000 sqm. 3rd Quarter 2019 100.0 Berrinba, Queensland Industrial type of estate with an estimated total saleable area of 62,114 sqm. 3rd Quarter 2021 100.0 Horsley Park, New South Wales Industrial type of estate with an estimated total saleable area of 100,060 sqm. 4th Quarter 2020 100.0 Burwood Brickworks, Victoria Retail type of estate with an estimated total saleable area of 12,956 sqm. 1st Quarter 2020 100.0 Western Sydney Parklands Trust, New South Wales Retail type of estate with an estimated total saleable area of 151,408 sqm. 1st Quarter 2020 100.0 Shell Cove, New South Wales Retail type of estate with an estimated total saleable area of 4,600 sqm. 1st Quarter 2019 100.0 340 | Frasers Property Limited Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018DEVELOPMENT PROPERTIES HELD FOR SALE (CONT’D) China Chengdu Logistics Hub Baitang One United Kingdom Wandsworth Riverside Quarter land (lease expires year 2057) of Leasehold approximately 195,846 sqm situated at Chengdu for a proposed industrial/commercial development of approximately 548,065 sqm gross floor area for sale, which is separated into Phase 1 of 161,288 sqm and Phase 2 to 4 of 386,777 sqm. Phase 1, 2 and 4 of the development were completed. Phase 3 was sold in September 2012. Phase 2A is yet to be developed. land Leasehold (lease expires year 2074) of approximately 314,501 sqm situated at Gongye Yuan district, Nan Shi Jie Dong, Suzhou for a residential development of a total of approximately 555,285 sqm of gross floor area for sale, which is separated into Phase 1 of 132,520 sqm, Phase 2 of 151,049 sqm and Phase 3 of 273,055 sqm. Phases 1, 2, 3A, 3B and 3C1 of the development were completed. Phase 3C2 is currently under development. Freehold land of approximately 20,531 sqm situated at south bank of River Thames, London for a proposed residential and commercial development of 510 residential units and ancillary office and retail space of a total of approximately 32,236 sqm of gross floor area. Baildon project Freehold land of approximately 5,870 sqm situated at Baildon. Brown Street project Freehold land of approximately 3,157 sqm situated at Brown Street, Glasgow. Central House project Freehold land of approximately 9,012 sqm situated in Aldgate. Larchwood Vietnam Q2 Thao Dien A 7.7 acre greenfield development site situated on the northern edge of Chineham Park with planning permission for 3 warehouses or research and development buildings totalling 11,241 sqm. Leasehold land of approximately 7,956 sqm located at district 2, Ho Chi Minh city for a residential development of a total of approximately 50,408 sqm of gross floor area for sale, which is separated into high rise of 42,253 sqm for residential apartment (38,566 sqm) and hop house (3,687 sqm) and low rise of 8,155 sqm for landed houses. Estimated Date of Completion Effective Interest % 3rd Quarter 2019 80.0 4th Quarter 2019 100.0 1st Quarter 2020 100.0 – – – – 100.0 100.0 100.0 100.0 2nd Quarter 2021 70.0 Annual Report 2018 | 341 Particulars of Group PropertiesAS AT 30 SEPTEMBER 2018Interested Person Transactions Particulars of interested person transactions (“IPTs”) for the period from 1 October 2017 to 30 September 2018 as required under Rule 907 of the SGX Listing Manual are set out below. Aggregate value of all IPTs during the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders' mandate pursuant to Rule 920) $’000 Aggregate value of all IPTs conducted during the financial year under review under shareholders' mandate pursuant to Rule 920 (excluding transactions less than $100,000) $’000 – – 1,087 297,876 397,166 – 94,445 524 1,944 – – 120 Name of interested person TCC Group of Companies(1) – Purchase of products and obtaining of services – Lease of retail/office/hotel space – Interest charged on loans – Acquisition/incorporation of interests in a joint venture and associates – Acquisition of interest in a subsidiary Frasers Hospitality Trust – Provision of services Note: (1) This refers to the companies and entities in the TCC Group which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi. MATERIAL CONTRACTS (RULE 1207 (8) OF THE SGX LISTING MANUAL) There were no material contracts entered into by the Company or any of its subsidiaries involving the interests of any Director or controlling shareholder of the Company during the financial year under review, save as disclosed above and in this Annual Report. 342 | Frasers Property Limited Shareholding Statistics AS AT 10 DECEMBER 2018 DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS Size of Holding No. of Shareholders % No. of Shares % – 99 – 1,000 – 10,000 1 100 1,001 10,001 – 1,000,000 1,000,001 and above Total 78 546 4,990 2,388 25 8,027 0.97 6.80 62.17 29.75 0.31 100.00 2,299 372,497 24,898,098 133,088,428 2,753,665,297 2,912,026,619 0.00 0.01 0.86 4.57 94.56 100.00 TWENTY LARGEST SHAREHOLDERS (AS SHOWN IN THE REGISTER OF MEMBERS AND DEPOSITORY REGISTER) No. Shareholder's Name No. of Shares Held %* DBS Nominees Pte Ltd United Overseas Bank Nominees Pte Ltd InterBev Investment Limited Citibank Nominees Singapore Pte Ltd DBS Vickers Securities (Singapore) Pte Ltd Raffles Nominees (Pte) Ltd UOB Kay Hian Pte Ltd The Hongkong and Shanghai Banking Corporation Limited Lim Ee Seng DBSN Services Pte Ltd Phay Thong Huat Pte Ltd The Titular Roman Catholic Archbishop of Kuala Lumpur DB Nominees (Singapore) Pte Ltd Phillip Securities Pte Ltd Choo Meileen OCBC Securities Private Ltd Chee Swee Cheng & Co Pte Ltd OCBC Nominees Singapore Pte Ltd CGS-CIMB Securities (Singapore) Pte Ltd 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Maybank Kim Eng Securities Pte. Ltd. Total Note 880,699,313 860,567,122 824,847,644 96,706,930 22,714,610 13,095,182 12,314,721 8,728,700 4,788,729 4,645,402 3,618,000 2,013,440 1,997,030 1,959,196 1,812,130 1,803,480 1,693,220 1,595,920 1,313,205 1,281,720 2,748,195,694 30.24 29.55 28.33 3.32 0.78 0.45 0.42 0.30 0.16 0.16 0.12 0.07 0.07 0.07 0.06 0.06 0.06 0.05 0.05 0.04 94.37 * Percentage is based on 2,912,026,619 shares as at 10 December 2018. There are no Treasury Shares as at 10 December 2018. Annual Report 2018 | 343 Shareholding Statistics AS AT 10 DECEMBER 2018 SUBSTANTIAL SHAREHOLDERS (AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS) TCC Assets Limited InterBev Investment Limited International Beverage Holdings Limited (1) Thai Beverage Public Company Limited (2) Siriwana Company Limited (3) MM Group Limited (4) Maxtop Management Corp. (4) Risen Mark Enterprise Ltd. (4) Golden Capital (Singapore) Limited (4) Charoen Sirivadhanabhakdi (5) Khunying Wanna Sirivadhanabhakdi (5) Direct Interest Deemed Interest No. of Shares %* No. of Shares %* 1,716,160,124 824,847,644 58.93 28.33 824,847,644 824,847,644 824,847,644 824,847,644 824,847,644 824,847,644 824,847,644 2,541,007,768 2,541,007,768 28.33 28.33 28.33 28.33 28.33 28.33 28.33 87.26 87.26 To the best of the Company’s knowledge and based on records of the Company as at 10 December 2018, approximately 12%* of the issued shares of the Company are held in the hands of the public and this complies with Rule 723 of the Listing Manual. Notes: * (1) (2) (3) Percentage is based on 2,912,026,619 shares as at 10 December 2018. There are no Treasury Shares as at 10 December 2018. International Beverage Holdings Limited (“IBHL”) holds a 100% direct interest in InterBev Investment Limited (“IBIL”) and is therefore deemed to be interested in all of the shares of Frasers Property Limited (“FPL”) in which IBIL has an interest. Thai Beverage Public Company Limited (“ThaiBev”) holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. ThaiBev is therefore deemed to be interested in all of the shares of FPL in which IBIL has an interest. Siriwana Company Limited (“Siriwana”) holds an approximate 45.27% direct interest in ThaiBev; - - ThaiBev holds a 100% direct interest in IBHL; and IBHL holds a 100% direct interest in IBIL. Siriwana is therefore deemed to be interested in all of the shares of FPL in which IBIL has an interest. (4) MM Group Limited (“MM Group”) holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”) and Golden Capital (Singapore) Limited (“GC”); – Maxtop holds a 17.23% direct interest in ThaiBev; – RM holds a 3.32% direct interest in ThaiBev; – GC holds a 0.06% direct interest in ThaiBev. – – ThaiBev holds a 100% direct interest in IBHL; and IBHL holds a 100% direct interest in IBIL. MM Group is therefore deemed to be interested in all of the shares of FPL in which IBIL has an interest. (5) Each of Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, owns 50% of the issued share capital of TCC Assets Limited (“TCCA”), and is therefore deemed to be interested in all of the shares of FPL in which TCCA has an interest. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold: – – a 51% direct interest in Siriwana, which in turn holds an approximate 45.27% direct interest in ThaiBev; and a 100% direct interest in MM Group. MM Group holds a 100% direct interest in each of Maxtop, RM and GC. Maxtop holds a 17.23% direct interest in ThaiBev; RM holds a 3.32% direct interest in ThaiBev; and GC holds a 0.06% direct interest in ThaiBev. ThaiBev holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the shares of FPL in which IBIL has an interest. 344 | Frasers Property Limited Notice of Annual General Meeting FRASERS PROPERTY LIMITED (Incorporated in Singapore) (Company Registration No. 196300440G) NOTICE OF ANNUAL GENERAL MEETING Date Place : : 29 January 2019 Ballrooms I, II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966 NOTICE IS HEREBY GIVEN that the 55th Annual General Meeting of FRASERS PROPERTY LIMITED (the “Company”) will be held at Ballrooms I, II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966 on Tuesday, 29 January 2019 at 2.00 p.m. for the following purposes: ROUTINE BUSINESS (1) (2) (3) To receive and adopt the Directors’ statement and audited financial statements for the year ended 30 September 2018 and the auditors’ report thereon. To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect of the year ended 30 September 2018. To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of the Board of Directors in respect of appointment of Directors (see note (a) of the explanatory notes): (a) “That Mr Charles Mak Ming Ying, who will retire by rotation pursuant to article 94 of the Constitution of the Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as a Director of the Company.” Subject to his re-appointment, Mr Mak, who is considered an independent Director, will be re-appointed as the lead independent Director, the Chairman of the Audit Committee, the Vice-Chairman of the Board Executive Committee, a member of the Nominating Committee, a member of the Remuneration Committee and a member of the Risk Management Committee. (b) “That Mr Philip Eng Heng Nee, who will retire by rotation pursuant to article 94 of the Constitution of the Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as a Director of the Company.” Subject to his re-appointment, Mr Eng, who is considered an independent Director, will be re-appointed as the Chairman of the Remuneration Committee and a member of the Audit Committee. (c) “That Mr Chotiphat Bijananda, who will retire by rotation pursuant to article 94 of the Constitution of the Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as a Director of the Company.” Subject to his re-appointment, Mr Bijananda will be re-appointed as the Chairman of the Risk Management Committee, the Vice-Chairman of the Board Executive Committee and a member of the Nominating Committee. (d) “That Mr Panote Sirivadhanabhakdi, who will retire by rotation pursuant to article 94 of the Constitution of the Company and who, being eligible, has offered himself for re-election, be and is hereby re-appointed as a Director of the Company.” Subject to his re-appointment, Mr Panote will be re-appointed as a member of the Board Executive Committee and a member of the Risk Management Committee. Annual Report 2018 | 345 Notice of Annual General Meeting (4) To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September 2019 (last year: up to S$2,000,000). (5) To re-appoint KPMG LLP as the auditors of the Company and to authorise the Directors to fix their remuneration. SPECIAL BUSINESS To consider and, if thought fit, to pass, with or without modifications, the following resolutions, which will be proposed as Ordinary Resolutions: (6) “That authority be and is hereby given to the Directors of the Company to: (a) (i) issue shares of the Company (“shares”) 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 shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that: (1) (2) (3) (4) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below); (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and (ii) any subsequent bonus issue, consolidation or subdivision of shares, and, in sub-paragraph (1) above and this sub-paragraph (2), “subsidiary holdings” has the meaning given to it in the Listing Manual of the SGX-ST; in exercising the authority conferred by this Resolution, the Company 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 Constitution for the time being of the Company; and (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” 346 | Frasers Property Limited Notice of Annual General Meeting (7) “That authority be and is hereby given to the Directors of the Company to: (a) (b) grant awards in accordance with the provisions of the FPL Restricted Share Plan (the “Restricted Share Plan”) and/or the FPL Performance Share Plan (the “Performance Share Plan”); and allot and issue such number of ordinary shares of the Company as may be required to be delivered pursuant to the vesting of awards under the Restricted Share Plan and/or the Performance Share Plan, provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with existing ordinary shares (including shares held in treasury) delivered and/or to be delivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the total number of issued ordinary shares of the Company (excluding treasury shares and subsidiary holdings) from time to time, and in this Resolution, “subsidiary holdings” has the meaning given to it in the Listing Manual of the Singapore Exchange Securities Trading Limited.” (8) “That: (a) (b) (c) (9) “That: (a) approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and associated companies that are considered to be “entities at risk” under Chapter 9, or any of them, to enter into any of the transactions falling within the types of Mandated Transactions described in Appendix 1 to the Letter to Shareholders dated 28 December 2018 (the “Letter”), with any party who is of the class of Mandated Interested Persons described in Appendix 1 to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such Mandated Transactions (the “IPT Mandate”); the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution.” for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company (“Shares”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of: (i) (ii) market purchase(s) on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) transacted through the trading system of the SGX-ST and/or any other securities exchange on which the Shares may for the time being be listed and quoted (“Other Exchange”); and/or off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”); Annual Report 2018 | 347 Notice of Annual General Meeting (b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of: (i) the date on which the next Annual General Meeting of the Company is held; (ii) (iii) the date by which the next Annual General Meeting of the Company is required by law to be held; and the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated; (c) in this Resolution: “Average Closing Price” means the average of the closing market prices of a Share over the five consecutive market days on which the Shares are transacted on the SGX-ST or, as the case may be, Other Exchange, immediately preceding the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action that occurs after the relevant five-day period; “date of the making of the offer” means the date on which the Company makes an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the off-market purchase; “Maximum Percentage” means that number of issued Shares representing 2% of the issued Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)); and “Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not exceed 105% of the Average Closing Price of the Shares; and (d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.” By Order of the Board Catherine Yeo Company Secretary Singapore, 28 December 2018 348 | Frasers Property Limited Notice of Annual General Meeting Notes: 1. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Annual General Meeting. Where such member’s form of proxy appoints more than one proxy, the proportion of his shareholding concerned to be represented by each proxy shall be specified in the form of proxy. (b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore. 2. 3. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies (a form is enclosed) must be deposited at the Share Registration Office of the Company at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #11-02, Singapore 068898, not less than 72 hours before the time appointed for holding the Annual General Meeting. Explanatory notes: (a) (b) (c) (d) Detailed information on the Directors who are proposed to be re-appointed can be found under “Board of Directors” and “Corporate Governance” in the Company’s Annual Report 2018. The Ordinary Resolution proposed in item (6) above is to authorise the Directors of the Company from the date of the Annual General Meeting until the next Annual General Meeting to issue shares and/or make or grant instruments that might require shares to be issued, and to issue shares in pursuance of such instruments, up to a limit of 50% of the total number of issued shares of the Company (excluding treasury shares and subsidiary holdings), with a sub-limit of 20% for issues other than on a pro rata basis, calculated as described in the Resolution. As at 11 December 2018 (the “Latest Practicable Date”), the Company had no treasury shares and no subsidiary holdings. The Ordinary Resolution proposed in item (7) above is to authorise the Directors of the Company to offer and grant awards and to issue ordinary shares of the Company pursuant to the FPL Restricted Share Plan (the “Restricted Share Plan”) and the FPL Performance Share Plan (the “Performance Share Plan”) provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with existing ordinary shares (including shares held in treasury) delivered and/or to be delivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the total number of issued ordinary shares of the Company (excluding treasury shares and subsidiary holdings), over the 10-year duration of the Restricted Share Plan and the Performance Share Plan. The Ordinary Resolution proposed in item (8) above is to renew the mandate to enable the Company, its subsidiaries and associated companies that are considered to be “entities at risk” under Chapter 9 of the Listing Manual, or any of them, to enter into certain interested person transactions with specified classes of interested persons, as described in Appendix 1 to the Letter to Shareholders dated 28 December 2018 (the “Letter”). Please refer to the Letter for more details. Annual Report 2018 | 349 Notice of Annual General Meeting (e) The Ordinary Resolution proposed in item (9) above is to renew the mandate to allow the Company to purchase or otherwise acquire its issued ordinary shares, on the terms and subject to the conditions set out in the Resolution. The Company intends to use internal resources or external borrowings or a combination of both to finance the purchase or acquisition of its ordinary shares. The amount of financing required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position cannot be ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired, whether the purchase or acquisition is made out of capital or profits, the price at which such ordinary shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled. Purely for illustrative purposes only, the financial effects of an assumed purchase or acquisition of 58,240,532 ordinary shares on the Latest Practicable Date, representing 2% of the issued ordinary shares as at that date, at the maximum price of S$1.74 for one ordinary share (being the price equivalent to 5% above the average of the closing market prices of the ordinary shares for the five consecutive market days on which the ordinary shares were traded on the Singapore Exchange Securities Trading Limited immediately preceding the Latest Practicable Date), in the case of a market purchase and an off-market purchase respectively, based on the audited financial statements of the Company and its subsidiaries for the financial year ended 30 September 2018 and certain assumptions, are set out in paragraph 3.7 of the Letter. Please refer to the Letter for more details. Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting (“AGM”) and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. 350 | Frasers Property Limited FRASERS PROPERTY LIMITED (Incorporated in Singapore) (Company Registration No. 196300440G) Proxy Form Annual General Meeting I/We of IMPORTANT 1. Relevant intermediaries as defined in Section 181 of the Companies Act, Chapter 50 of Singapore may appoint more than two proxies to attend, speak and vote at the Annual General Meeting. 2. For CPF/SRS investors who have used their CPF/SRS monies to buy shares in Frasers Property Limited, this form of proxy is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF/SRS investors should contact their respective Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies. 3. By submitting an instrument appointing a proxy(ies) and/ or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 28 December 2018. (Name) (NRIC/Passport/Co Reg Number) (Address) being a member/members of Frasers Property Limited (the “Company”), hereby appoint: Name Address NRIC/Passport Number Proportion of Shareholdings No. of Shares % and/or (delete as appropriate) Name Address NRIC/Passport Number Proportion of Shareholdings No. of Shares % or failing him/them, the Chairman of the Annual General Meeting (“AGM”) as my/our proxy/proxies to attend, speak and vote for me/us on my/our behalf at the AGM of the Company to be held at 2.00 p.m. on 29 January 2019 at Ballrooms I, II and III, Level 2, InterContinental Singapore, 80 Middle Road Singapore 188966, and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the AGM as indicated below. If no specific direction as to voting is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any other matter arising at the AGM. No. of Votes For* No. of Votes Against* NO. RESOLUTIONS RELATING TO: To re-appoint Director: Mr Charles Mak Ming Ying To re-appoint Director: Mr Philip Eng Heng Nee To re-appoint Director: Mr Chotiphat Bijananda To re-appoint Director: Mr Panote Sirivadhanabhakdi ROUTINE BUSINESS To receive and adopt the Directors’ statement and audited financial statements for the year ended 30 September 2018 and the auditors’ report thereon. To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect of the year ended 30 September 2018. (a) (b) (c) (d) To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September 2019 (last year: up to S$2,000,000). To re-appoint KPMG LLP as the auditors of the Company and to authorise the Directors to fix their remuneration. SPECIAL BUSINESS To authorise the Directors to issue shares and to make or grant convertible instruments. To authorise the Directors to grant awards and to allot and issue shares pursuant to the FPL Restricted Share Plan and/or the FPL Performance Share Plan. To approve the proposed renewal of the mandate for interested person transactions. To approve the proposed renewal of the share purchase mandate. 1. 2. 3. 4. 5. 6. 7. 8. 9. * Voting will be conducted by poll. If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick (P) within the relevant box provided. Alternatively, if you wish to exercise your votes both “For” and “Against” the relevant resolution, please indicate the number of shares in the boxes provided. Dated this day of 2018/2019+. + Delete whichever is inapplicable. Signature(s) of Member(s) or Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF Total Number of Shares Held (Note 1) fold and seal here NOTES TO PROXY FORM: 1. 2. If the member has shares entered against his name in the Depository Register (maintained by The Central Depository (Pte) Limited), he should insert that number of shares. If the member has shares registered in his name in the Register of Members (maintained by or on behalf of the Company), he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy or proxies will be deemed to relate to all the shares held by the member. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Annual General Meeting. Where such member’s form of proxy appoints more than one proxy, the proportion of his shareholding concerned to be represented by each proxy shall be specified in the form of proxy. (b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore. 3. A proxy need not be a member of the Company. 4. The instrument appointing a proxy or proxies must be deposited at the Share Registration Office of the Company at Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #11-02, Singapore 068898, not less than 72 hours before the time appointed for holding the Annual General Meeting. 5. Completion and return of the instrument appointing a proxy or proxies shall not preclude a member from attending, speaking and voting at the Annual General Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Annual General Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy, to the Annual General Meeting. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies 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. 7. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 8. The Company shall be entitled to reject an instrument appointing a proxy or proxies which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies (including any related attachment). In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject an instrument appointing a proxy or proxies if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company. fold here Affix Postage Stamp THE COMPANY SECRETARY FRASERS PROPERTY LIMITED c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) 80 Robinson Road #11-02 Singapore 068898 fold here Fact Sheet As at 30 September 2018 Overview Frasers Property Limited (“Frasers Property” and together with its subsidiaries, the “Group”), is a multi-national company that owns, develops and manages a diverse, integrated portfolio of properties. Listed on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) and headquartered in Singapore, the Group has total assets of approximately S$32 billion as at 30 September 2018. Frasers Property’s assets range from residential, retail, commercial and business parks, to logistics and industrial in Singapore, Australia, Europe, China and Southeast Asia. Its well-established hospitality business owns and/or operates serviced apartments and hotels in over 80 cities across Asia, Australia, Europe, the Middle East and Africa. The Group is unified in its commitment to deliver enriching and memorable experiences to customers and stakeholders, leveraging on its knowledge and capabilities from across markets and property sectors, to deliver value in its multiple asset classes. Frasers Property at a glance Among the top residential developers and one of the largest mall owners and / or operators in Singapore One of Australia’s leading diversified property groups Owns and / or operates over 24,000 serviced apartments / hotel rooms (including pending openings) across more than 80 cities S$4,311.6 million revenue in FY18 Frasers Property is also the sponsor of three real estate investment trusts and one stapled trust listed on the SGX-ST. Frasers Centrepoint Trust, Frasers Commercial Trust, and Frasers Logistics & Industrial Trust are focused on retail, commercial, and logistics and industrial properties respectively. Frasers Hospitality Trust (comprising Frasers Hospitality Real Estate Investment Trust and Frasers Hospitality Business Trust) is a stapled trust focused on hospitality properties. S$1,278.7 million PBIT in FY18 S$507.2 million attributable profit before fair value change and exceptional items in FY18 Group structure and businesses Frasers Property Limited Singapore Australia Hospitality Europe & rest of Asia Residential Over 21,000 homes built and one project under development Retail Has interests in five malls in Singapore Commercial Has interests in four office and business space properties in Singapore REIT Holds a 41.9% stake in FCT, which owns six suburban malls in Singapore and has a 31.15% stake in Hektar REIT, a retail-focused REIT in Malaysia Holds a 25.2% stake in FCOT, which owns six office and business space/ park assets across Singapore, Australia and the UK Development A residential pipeline with an estimated gross development value (“GDV”) of S$8.1 billion1 A commercial & industrial (“C&I”) and retail pipeline with an estimated GDV of S$1.1 billion2 Investment – Non-Reit S$1.6 billion3,4 portfolio of C&I investment properties, with high occupancy rates and strong tenant profile REIT Holds a 20.7%5 stake in FLT, which owns 82 quality industrial and logistics assets strategically located in major industrial markets in Australia and Europe Fee Income Asset management and property management fees Fee Income Asset management and property management fees Management Business Owns and / or operates over 24,000 serviced apartments / hotel rooms (including pending openings) across more than 80 cities REIT Holds a 23.6% stake in FHT, which owns 15 hotel and serviced residence assets in prime locations across Asia, Australia, and Europe Fee Income Asset management and property management fees Germany and The Netherlands S$2.0 billion6,7,8 portfolio of 45 properties8 United Kingdom S$2.0 billion9 of property assets across residential, commercial and business parks China Three projects under development and land bank of 860 units Thailand Stakes in Golden Land Property Development, TICON Industrial Connection and One Bangkok, Thailand’s largest integrated development Vietnam Strong growth potential in a rapidly growing economy with stable inflation United Kingdom Netherlands Germany Austria France Hungary Switzerland Spain Morocco* Turkey Saudi Arabia Bahrain Qatar Kuwait* UAE Oman Global footprint Logistics/ Industrial Australia Austria China Germany Thailand12 Netherlands Business Park United Kingdom Hospitality Australia Bahrain Cambodia* China France Germany Hungary India Indonesia Japan Kuwait* Malaysia Morocco* Myanmar* Nigeria Oman Philippines Qatar Saudi Arabia Singapore South Korea Spain Switzerland Thailand Turkey UAE United Kingdom Vietnam Residential Australia China Malaysia Singapore Thailand10 United Kingdom Vietnam Commercial Australia China Malaysia11 Singapore Thailand12 United Kingdom Vietnam Nigeria 7 South Korea China Japan India Myanmar* Thailand Cambodia* Vietnam Philippines Malaysia Singapore Indonesia Australia * 1 2 3 4 5 6 Assets in development pipeline Excludes unrecognised lots and revenue; Includes commercial area; Includes 100% of joint arrangements (JO and JV) and PDAs Estimated pipeline GDV includes GDV related to commercial and industrial (“C&I”) developments for the Group’s investment property portfolio, on which there will be no profit recognition; the mix of internal and external C&I developments in the pipeline changes in line with prevailing market conditions Includes properties under development as at 30 September 2018 Based on exchange rate S$/A$ : 0.9878 As at 31 August 2018 Based on exchange rate S$/€: 1.5864 Comprises assets in Germany, the Netherlands in which the Group has an interest, including acquisitions pending completion Includes acquisitions completed as of 30 September 2018 Based on exchange rate S$/£ : 1.7809 8 9 10 Through Frasers Property’s 39.9% stake in Golden Land Property Development Public Company Limited and 19.8% stake in ‘One Bangkok’ Holdings Co., Ltd (“One Bangkok”) 11 Through FCT’s stake in Hektar Real Estate Investment Trust, a retail-focused REIT in Malaysia 12 Through Frasers Property’s 39.9% stake in Golden Land Property Development Public Company Limited, 89.5% stake in TICON Industrial Connection Public Company Limited and 19.8% stake in ‘One Bangkok’ Competitive strengths • Able to participate in and extract value from the entire real estate value chain by tapping on its multi-segment capabilities • Well-established in the private residential property market in Singapore, as one of the top residential developers • One of the largest retail mall owners and / or operators in Singapore, offering customised solutions across multiple locations • • • • Visible income sources from pre-sold residential projects, supported by recurring rental and property/asset management income Strong reputation and proven track record across all property segments, with an expertise in developing complex, mixed-use • developments Scalable hospitality operator with an international footprint that cannot be easily replicated Sound capital structure and balance sheet Established REIT platforms for capital recycling through the divestment of mature, stable-yield assets • Backed by the TCC Group, one of the largest conglomerates in Thailand with businesses across F&B, property and financials Growth strategies Sustainable Earnings Growth Balanced Portfolio Optimise Capital Productivity Achieve sustainable growth and deliver long-term shareholder value Achieve sustainable earnings growth through significant development project pipeline, investment properties and fee income • Pre-sold revenue of S$2.2 billion across Singapore, China and Australia provides earnings visibility over the next two to three years Grow asset portfolio in a balanced manner across geographies and property segments • ~80% of the Group’s total property assets are recurring income assets • ~65% of the Group’s operating PBIT13,14 are from recurring income sources • ~60% of the Group’s total assets are outside of Singapore • ~70% of the Group’s PBIT13 are generated from markets outside of Singapore Optimise capital productivity through REIT platforms and active asset management initiatives Unrecognised presold residential revenue Unrecognised Revenue Singapore S$0.4 billion15 Australia S$1.5 billion4, 16 China S$0.3 billion17 Financial highlights Selected Financials (S$ million) Revenue PBIT Attributable Profit before Fair Value Change and Exceptional Items (“APBFE”) Fair Value Change Exceptional Items Attributable Profit Key ratios Net Asset Value per Share18 Return on Equity19 Earnings Per Share20 Net Interest Cover21 FY18 4,311.6 1,278.7 507.2 387.8 (136.0) 759.0 FY17 4,026.6 1,089.0 488.2 215.3 (14.4) 689.1 PBIT by Business Segments (S$ million) Singapore Australia Hospitality Europe & rest of Asia Corporate and Others Total FY18 481.0 358.4 130.8 366.0 (57.5) FY17 408.2 290.2 154.2 274.1 (37.7) 1,278.7 1,089.0 As at 30 Sep 18 As at 30 Sep 17 S$2.53 S$2.46 5.9% FY18 6.1% FY17 14.7 cents 14.6 cents 5X 9X Total asset breakdown by geographical segment as at 30 September 2018 $5.6 billion, 18% $12.8 billion, 39% $6.0 billion, 18% $32.4 billion Note: • Unless otherwise stated, all figures in this document are as at 30 September 2018, the end of Frasers Property Limited’s latest reported financial quarter 13 Profit before interest, fair value change, taxation, and exceptional items 14 Excluding corporate expenses 15 Includes FPL’s share of JV projects; With the adoption of FRS 111, about S$0.3 b of the unrecognised revenue relating to JVs will not be consolidated; Nevertheless, impact on profit before interest & tax is not expected to be significant Includes Frasers Property’s effective interest of joint arrangements (JO and JV) and PDAs 16 frasersproperty.com $8.0 billion, 25% Singapore | Australia | Europe | Others22 17 Includes Frasers Property’s share of Gemdale Megacity. Gemdale Megacity is accounted for as an associate and about S$0.3 billion of the unrecognised revenue is not consolidated. Nevertheless, impact on profit before interest & tax is not expected to be significant 18 Presented based on the number of ordinary shares on issue as at the end of the year 19 APBFE (after distributions to perpetual securities holders) over Average Shareholders’ Fund 20 Calculated by dividing the Group’s APBFE (after distributions to perpetual securities holders) over weighted average number of ordinary shares on issue 21 Net interest excluding mark to market adjustments on interest rate derivatives and 22 capitalised interest Including China, Vietnam, Thailand, Malaysia, Japan, Philippines, Indonesia and New Zealand FRASERS PROPERTY LIMITED Company Registration Number: 196300440G 438 Alexandra Road #21-00 Alexandra Point Singapore 119958 Phone: +65 6276 4882 +65 6276 6328 Fax: frasersproperty.com Untitled-2 1 27/9/16 12:02 PM F R A S E R S P R O P E R T Y L I M I T E D A N N U A L R E P O R T 2 0 1 8 

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