Corporate Governance

Introduction

Viva Industrial Trust ("VIT") is a stapled group comprising Viva Industrial Real Estate Investment Trust ("VI-REIT") and Viva Industrial Business Trust ("VI-BT"). VI-REIT and VI-BT are managed by Viva Industrial Trust Management Pte. Ltd. (the "REIT Manager") and Viva Asset Management Pte. Ltd. (the "BT Trustee-Manager"), respectively.

VI-REIT is a real estate investment trust constituted in the Republic of Singapore pursuant to a trust deed dated 23 August 2013 and as amended and restated by a first amending and restating deed dated 14 October 2013 entered into between the REIT Manager and Perpetual (Asia) Limited (in its capacity as trustee of VI-REIT) (the "REIT Trustee"). VI-BT is a business trust constituted in the Republic of Singapore pursuant to a trust deed dated 14 October 2013, entered into by the BT Trustee-Manager. The REIT Trustee, the REIT Manager and the BT Trustee-Manager (collectively, the "Managers") executed a stapling deed dated 14 October 2013 to create the stapled group.

VI-BT has been inactive since VIT was listed on the Main Board of Singapore Exchange Securities Trading Limited ("SGXST"). Similarly, the BT Trustee-Manager has been inactive.

The REIT Manager was issued a Capital Markets Services Licence by the Monetary Authority of Singapore ("MAS") pursuant to the Securities and Futures Act, Chapter 289 of Singapore ("SFA") on 25 October 2013.

VIT is required to comply with the following relevant legislation and guidelines:

  1. The SFA and its subsidiary legislations;
  2. MAS Notices and Guidelines issued pursuant to the SFA;
  3. The Code on Collective Investment Schemes (including the Property Funds Appendix) (the "CIS Code");
  4. The Listing Manual of SGX-ST (the "Listing Manual");
  5. The Business Trusts Act, Chapter 31A of Singapore (the "BTA") and the Business Trust Regulations 2005 (the "BTR"); and
  6. The Code of Corporate Governance 2012 (the "CG Code").

For the purpose of avoiding any conflict of interest between VI-REIT and VI-BT, the REIT Manager Board and the BT Trustee-Manager Board comprise the same directors.

Due to the different legislative and regulatory requirements in relation to a REIT as compared with a business trust, the corporate governance procedures and disclosure requirements in relation to the REIT Manager are different from those in relation to the BT Trustee-Manager.

The Managers are committed to establishing and maintaining high standards of corporate governance and believe that sound corporate governance policies and practices are essential to protect the assets of VIT and the interests of its stapled security holders.

This report sets out VIT's corporate governance framework and practices with specific reference to guidelines set out in the CG Code in relation to the REIT Manager only as the BT Trustee-Manager is inactive (unless otherwise stated). Any deviations from the CG Code are explained.

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