CapitaMalls Asia Annual Report 2010

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ING OUR PRESENCE

5 COUNTRIES49 CITIES91 MALLS

SINGAPOREMALAYSIA

CHINAJAPANINDIA

CapitaMalls Asia LimitedCompany Registration Number: 200413169H

39 Robinson Road#18-01 Robinson PointSingapore 068911

T: +65 6536 1188F: +65 6536 3884E: [email protected]

5 COUNTRIES49 CITIES91 MALLSSINGAPOREMALAYSIACHINAJAPANINDIA

GROWING OUR

PRESENCE

CAPITAMALLS ASIA LIMITEDREPORT TO SHAREHOLDERS

www.capitamallsasia.com

CORPORATE DIRECTORY

BOARD OF DIRECTORSMr Liew Mun Leong (Chairman)Ms Jennie ChuaMr Lim Tse Ghow Olivier Mr Lim Beng Chee (CEO)Mr Sunil Tissa AmarasuriyaDr Loo Choon YongMrs Arfat Pannir SelvamProfessor Tan Kong YamMr Yap Chee Keong

COMPANY SECRETARYMs Kannan Malini

AUDIT COMMITTEEMr Yap Chee Keong (Chairman)Mr Sunil Tissa AmarasuriyaProfessor Tan Kong Yam

CORPORATE DISCLOSURE COMMITTEEMr Liew Mun Leong (Chairman)Mr Lim Tse Ghow Olivier Mr Lim Beng CheeMrs Arfat Pannir Selvam

EXECUTIVE RESOURCE AND COMPENSATION COMMITTEEDr Loo Choon Yong (Chairman)Mr Liew Mun LeongMr Sunil Tissa Amarasuriya

FINANCE AND BUDGET COMMITTEEMr Lim Tse Ghow Olivier (Chairman)Mr Lim Beng CheeMr Yap Chee Keong

INVESTMENT COMMITTEEMr Liew Mun Leong (Chairman)Mr Lim Tse Ghow Olivier Mr Lim Beng CheeDr Loo Choon YongProfessor Tan Kong Yam

NOMINATING COMMITTEEDr Loo Choon Yong (Chairman)Mr Liew Mun LeongMrs Arfat Pannir Selvam

REGISTERED OFFICE39 Robinson Road#18-01 Robinson PointSingapore 068911Telephone: +65 6536 1188Facsimile: +65 6536 3884

SHARE REGISTRAR Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place, #32-01Singapore Land TowerSingapore 048623Telephone: +65 6536 5355Facsimile: +65 6536 1360

AUDITORS KPMG LLP16 Raffles Quay#22-00 Hong Leong BuildingSingapore 048581Telephone: +65 6213 3388Facsimile: +65 6225 0984(Engagement Partner since financial year ended 31 December 2010 : Ms Eng Chin Chin)

PRINCIPAL BANKERSAgricultural Bank of China LimitedBank of China LimitedBank of Communications Co., Ltd.CIMB Bank BerhadChina Merchants Bank Co., LimitedCredit Agricole Corporate and

Investment BankDBS Bank LtdDeutsche Bank AGIndustrial Bank Co., Ltd.Industrial and Commercial Bank of

China LimitedMalayan Banking BerhadMorgan Stanley (Asia) SingaporeOversea-Chinese Banking Corporation

LimitedShanghai Pudong Development Bank

Co., Ltd.Standard Chartered BankSumitomo Mitsui Banking Corporation The Bank of Tokyo-Mitsubishi UFJ, LtdThe Hongkong and Shanghai Banking

Corporation LimitedUnited Overseas Bank Limited

All rights reserved. Some of the information in this report constitute ‘forward looking statements’ which reflect CapitaMalls Asia Limited’s current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which may be outside CapitaMalls Asia’s control. You are urged to view all forward looking statements with caution. No information herein should be reproduced without the express written permission of CapitaMalls Asia. All information herein are correct at the time of publication. For updated information, please contact our Corporate Office.

BUGIS JUNCTIONBUKIT PANJANG PLAZACLARKE QUAYFUNAN DIGITALIFE MALLHOUGANG PLAZAIMM BUILDINGION ORCHARDJUNCTION 8JCUBELOT ONE SHOPPERS’ MALL

ONE-NORTHPLAZA SINGAPURARAFFLES CITY SINGAPORERIVERVALE MALLSEMBAWANG SHOPPING CENTRETAMPINES MALLTHE ATRIUM@ORCHARDBEDOK SITEAIDEMENGDUN MALLANYANG MALLANZHEN MALLCHENGNANYUAN MALLCHIKAN MALLCUIWEI MALLDUANZHOU MALLFUCHENG MALLGAOXIN MALLGUICHENG MALLJIANGBIN MALLJINGYANG MALLJINNIU MALLJIULONG MALLJIULONGPO MALLJINSHUI MALL

LIUQUAN MALLLONGZHIMENG HONGKOULONGZHIMENG MINHANGLUWAN PROJECTMAONAN MALLMEILI MALLNANAN MALLNANCHENG MALLPEACE PLAZAQIBAO MALLRAFFLES CITY SHANGHAI

RAFFLES CITY BEIJINGRAFFLES CITY CHENGDURAFFLES CITY HANGZHOURIZHAO MALLSAIHAN MALLSHAPINGBA MALLSHAWAN MALLTAIYANGGONG MALLTAOHUALUN MALLTIANFU MALLTIANJINONE MALLWANGJING MALLWEIYANG MALLXIANGCHENG MALLXIMAO MALLXINDICHENG MALLXINWU MALLXINXIANG MALLXIZHIMEN MALLXUEFU MALLYUHUATING MALLYUSHAN MALLZHENGZHOU MALL

ZHONGSHAN MALLGURNEY PLAZATHE MINESSUNGEI WANG PLAZAQUEENSBAY MALLCO-OP KOBECHITOSE MALLITO YOKADO ENIWAIZUMIYA HIRAKATALA PARK MIZUENARASHINO SHOPPING CENTER

VIVIT SQUARECOCHIN MALLFORUM VALUE MALLGRAPHITE INDIAHYDERABAD MALLJALANDHAR MALLMANGALORE MALLMYSORE MALLNAGPUR MALLTHE CELEBRATION MALL

VISIONTo be the leading shopping mall developer, owner and manager through value creation and continuous innovation.

MISSIONTo create sustainable growth and capital value through acquisition, development, asset enhancement and proactive management of our retail properties by leveraging on our integrated shopping mall management platform.

For Investors:Provide sustainable returns and enhanced asset value

For Tenants:Create profitable opportunities

For Shoppers:Create delightful shopping experiences

For Employees:Provide opportunities for personal and career growth

For Community:Commit to corporate social responsibility and environmental sustainability

CORPORATE PROFILE

01 Corporate Profile02 Highlights of 201003 Year in Brief06 Letter to Shareholders16 Our Business Structure17 Our Property Interests22 Board of Directors29 Present Directorships32 Executive Officers36 Corporate Governance

47 Risk Assessment & Management48 Investor Relations50 Corporate Social Responsibility51 People & Talent Management 54 Business Review – Singapore56 Business Review – China58 Business Review – Malaysia60 Business Review – Japan62 Business Review – India64 Performance Review

70 Economic Value Added Statements71 Value Added Statements 72 Portfolio Details81 Statutory Accounts177 Other Information180 Shareholding Statistics182 Notice of Annual General Meeting Proxy Form Corporate Directory

CapitaMalls Asia Limited (CMA) is one of the largest listed shopping mall developers, owners and managers in Asia by total property value of assets and geographic reach. CMA has an integrated shopping mall business model encompassing retail real estate investment, development, mall operations, asset management and fund management capabilities. It has interests in and manages a pan-Asian portfolio of 91 shopping malls across 49 cities in the five countries of Singapore, China, Malaysia, Japan and India, with a total property value of approximately S$23.7 billion and a total gross floor area (GFA) of approximately 73.4 million sq ft.

Shopping malls in the portfolio include ION Orchard and Plaza Singapura – which are located in one of the world’s most famous shopping streets, Orchard Road,

Raffles City Singapore and Clarke Quay in Singapore. Our landmark shopping malls in China are Xizhimen Mall and Wangjing Mall in Beijing; Raffles City Beijing and Raffles City Shanghai.

The portfolio also includes Gurney Plaza in Penang, Malaysia; Vivit Square in Tokyo, Japan; as well as Forum Value Mall in Bangalore, India. CMA’s principal business strategy is to invest in, develop and manage a diversified portfolio of real estate used primarily for retail purposes in Asia, and to strengthen its market position as a leading developer, owner and manager of shopping malls in Asia.

CONTENTS

CAPITAMALLS ASIA LIMITED REPORT TO SHAREHOLDERS 2010 1

HIGHLIGHTS OF 2010

OVERVIEW OF CMA'S BUSINESS

Singapore : 16.1

China : 66.2

Malaysia : 5.4

Japan : 2.5

India : 9.8

Singapore : 50.2

China : 40.9

Malaysia : 3.8

Japan : 3.0

India : 2.1

Singapore : 18

China : 53

Malaysia : 4

Japan : 7

India : 9

73.4 millionsq ft

By GFA

(%)By Property Value(%)

By Number of Malls

Note: The above figures are on a 100% basis, where the property value and GFA of each of the properties are taken in its entirety regardless of our interest.

S$23.7 million

91 malls

1. Excludes ION Orchard, Hougang Plaza, JCube and The [email protected]. Includes only those malls in operation since Jan 2009, while excluding three malls under CRCT in master lease. GTO sales not on same tenant basis, and

excludes the GTO sales from supermarket and departmental stores. GTO sales psf is based on the committed net lettable area (NLA) as at 30 Sep 2009 and 2010, and excludes the committed NLA from supermarket and departmental stores.

3. Shopper traffic excludes Queensbay Mall. GTO figures unavailable.4. Excludes Ito Yokado for shopper traffic and GTO includes Vivit Square and Chitose Mall only.5. Forum Value Mall opened in Jun 2009. Hence, % change is 2H 2010 vs 2H 2009.

Profit After Tax and Minority Interests

S$421.9millionincreased by 8.7%

ACHIEVING STRONG RESULTS IN 2010

Revenue Under Management

S$1.4billionincreased by 5.6%

Total Net Asset Value

S$5.9billionincreased by 6.8%

SHOPPER TRAFFIC & GROSS TURNOVER (GTO) CONTINUES TO GROW(% Growth in FY 2010 vs FY 2009)

Singapore1

Shopper Traffic

3.8%GTO

6.4%

Shopper Traffic

10.7%GTO

20.0%

Shopper Traffic

18.5%GTO

–

Shopper Traffic

7.7%GTO

18.5%

Shopper Traffic

32.0%GTO

73.0%

Malaysia3 Japan4 India5China2

2 CAPITAMALLS ASIA LIMITED REPORT TO SHAREHOLDERS 2010

YEAR IN BRIEF 01/2010Awarded the Golden Co-ordinates – Retail Real Estate Leader on the 60th Anniversary of the People’s Republic of China by Commerce Promoting Real Estate (CPRE).

02/2010Acquired Meili project, comprising retail and residential in Chengdu, China for RMB459.9 million (S$94.6 million).

Monetisation of Clarke Quay, Singapore’s premier lifestyle and entertainment precinct, to CapitaMall Trust (CMT) for S$268.0 million.

03/2010Acquired Tianfu integrated development, comprising a shopping mall and residential and office towers in Chengdu, China for RMB554.2 million (S$114.0 million).

Opened Anyang Mall in Anyang, China.

Awarded the Top 10 Famous Retail Real Estate Developer in China by China Commercial Real Estate Association (CCREA).

04/2010Opened Cuiwei Mall in Beijing, China.

06/2010Opened Aidemengdun Mall in Harbin, China.

07/2010Successfully listed CapitaMalls Malaysia Trust, Malaysia’s largest “pure-play” shopping mall REIT by market capitalisation and property value, on the Main Market of Bursa Malaysia Securities Berhad.

08/2010Raised S$350.0 million through 3.95% unrated fixed rate notes under a S$2.0 billion Euro-Medium Term Note Programme.

09/2010Acquired Bedok Town Centre Site in Singapore at a tender price of S$788.9 million. The site will be jointly developed with CapitaLand Residential Singapore into a mixed-use development for retail and residential purposes.

Over 10,000 underprivileged children in 129 schools in 18 cities in China received S$190,000 worth of new schoolbags containing stationery under CMA's signature annual "My Schoolbag" corporate social responsibility programme.

Awarded China Children’s Charity Merit Award by China Children and Teenager’s Fund (CCTF).

Awarded Best Retail Developer (Globally, Asia, Singapore and China) at Euromoney Real Estate Awards 2010.

11/2010Raffles City Singapore clinched Green Mark Gold Award 2010 from the Building and Construction Authority of Singapore.

Acquired 66.00% interest in a prime shopping mall and office development in Luwan district, Shanghai, China for about RMB3.9 billion (S$747.2 million). The entire development is expected to be completed by 2015.

1,000 underprivileged children in Singapore received S$130,000 worth of donations under My Schoolbag.

More than 450 investors attended the inaugural Investor Open Day jointly organised by CMA, CMT and CapitaRetail China Trust.

Awarded runner-up in the Most Transparent Company Award – New Issues by the Securities Investors Association (Singapore) (SIAS).

ION Orchard was awarded Best Shopping Experience 2010 by Singapore Tourism Board.

ION Orchard received the Gold award from the International Council of Shopping Centers (ICSC) Asia 2010 for New Media: Digital Marketing.

Raffles City Beijing was awarded Female Shopper’s Choice Most Popular Mall and Trendiest Shopping Mall of the Year by The Beijing News.

Cuiwei Mall was awarded Iconic Shopping Mall of the Year and Corporate Social Responsibility Award of the Year by The Beijing News.

Xizhimen Mall was awarded Most Youthful and Vibrant Mall of the Year by The Beijing News.

Wangjing Mall was awarded Most Influential in Wangjing Residential Area by The Beijing News.

Opened Xinxiang Mall in Xinxiang, China.

12/2010Raffles City Singapore won the runner-up award for MasterCard Hall of Fame Awards 2010, “Retail Merchant of the Year” category.

Acquired Queensbay Mall in Penang, Malaysia for RM651.8 million (S$272.8 million).

Acquired a 17.10% stake in Raffles City Changning in Shanghai, China for S$187.2 million.

Opened Jinshui Mall in Zhengzhou, China.

Awarded Corporation Committed to Corporate Social Responsibility by Volunteer Association of Maoming, China.


SEIZING OPPORTUNITIES

6 ACQUISITIONSMONETISATION OF 2 ASSETSMEILI CHENGDUTIANFU CHENGDUBEDOK SINGAPORELUWAN SHANGHAIQUEENSBAY PENANGCHANGNING SHANGHAICLARKE QUAY SINGAPORECAPITAMALLS MALAYSIA TRUST

LETTER TO SHAREHOLDERS

DEAR SHAREHOLDERS,2010 marked the first full year of CapitaMalls Asia’s (CMA) operations since we were listed on the Singapore Exchange (SGX) on 25 November 2009. It was also a year that the world economy rebounded from the global financial crisis of early 2009 with Asian economies leading the way, posting either double-digit or high single-digit growth.

In a time of rapid economic expansion and increasing consumer optimism, we took the opportunity to grow our presence in the region. In 2010, we committed almost S$2.0 billion to acquire six shopping malls in Singapore, China and Malaysia – double our stated target of S$800.0 million to S$1.0 billion.

We also took steps to proactively manage and recycle our capital, to strengthen our balance sheet and enhance our competitive advantage for investments in new projects. In 2010, we monetised Clarke Quay to our associate CapitaMall Trust (CMT). We also successfully listed CapitaMalls Malaysia Trust (CMMT) on the Main Market of Bursa Malaysia Securities Berhad, making it the country’s largest “pure-play” shopping mall real estate investment trust (REIT).

While economic growth is expected to moderate this year from the previous year’s highs, Asia will still lead the world with projected growth of 8.4% (International Monetary Fund). Singapore’s economy is forecast to grow by 4.0% to 6.0%, the giant economies of China and India are expected to grow 9.6% and 8.4% respectively, and Malaysia is projected to expand 5.3%. We are well-positioned to ride this rising tide as we have 91 shopping malls in 49 cities in the four countries, as well as Japan, as at 31 December 2010. Our portfolio has a total property value of about S$23.7 billion and a total gross floor area (GFA) of about 73.4 million sq ft.

We thank you for your support in our first full year of operations. On behalf of the Board and management of CMA, we are pleased to share with you our 2010 performance and our plans for 2011.

STRONG SET OF FINANCIAL RESULTSIn 2010, CMA recorded profit after tax and minority interests (PATMI) of S$421.9 million, an 8.7% increase over the S$388.1 million in 2009. Earnings before interest and tax (EBIT) came in at S$472.4 million. Revenue under management was S$1,359.1 million, 5.6% higher than the S$1,287.0 million in 2009. As at 31 December 2010, we managed 65 operational malls and had another 26 malls under development.

As we continue to focus on growth, we will reinvest our capital while also repaying you, our shareholders, for your support in a sustainable and growing manner. The Directors are pleased to propose a dividend of 2.00 cents per share for 2010, double our payout in 2009.

PROACTIVE CAPITAL MANAGEMENTAs part of our capital management strategy, we actively recycled capital for reinvestments and diversified our sources of funding. We recycled about S$500.0 million through the monetisation of Clarke Quay to CMT for S$268.0 million, as well as S$228.0 million from the listing of CMMT.

Our wholly-owned subsidiary, CapitaMalls Asia Treasury Limited (CMATL), issued S$350.0 million of 7-year corporate bonds paying 3.95% per annum, under a S$2.0 billion Euro-Medium Term Note (EMTN) programme. Sensing demand from retail investors, CMATL launched the first series of retail bonds to the public in Singapore in January 2011. S$200.0 million worth of 1-year and 3-year bonds, which carry interest payments of 1.00% and 2.15% per annum respectively, were issued to cater to demand

“In a time of rapid economic expansion and increasing consumer optimism, we took the opportunity to grow our presence in the region.”


LIEW MUN LEONG,Chairman

LIM BENG CHEE,Chief Executive Officer



from individual investors looking for attractive fixed income vis-à-vis other investments, deriving assurance from the underlying income resilience of our portfolio of shopping malls. The public offer was about 1.82 times subscribed, and the bonds started trading on SGX on 24 January 2011.

The proceeds from both the corporate and retail bonds will go towards the financing of our investments in new projects. We are heartened by the strong response to the bonds and we will consider subsequent series launches of both the corporate and retail bonds in 2011.

Our healthy balance sheet and sound business model continues to accord us the necessary financial flexibility in seizing acquisition opportunities when they become available.

REVIEW OF 2010In Singapore, CMA and CapitaLand Residential Singapore successfully tendered for a site at Bedok town centre in September 2010. The site is located right in the heart of Singapore’s largest residential population with a catchment of about 300,000 people. It will be developed into a mixed-use development comprising a two-storey shopping mall and about 500 residential apartments.

When completed in 2014, the shopping mall will be seamlessly connected to Bedok’s transportation hub made up of a bus interchange and Mass Rapid Transit (MRT) station. The acquisition has also strengthened our position as the retail real estate market leader in Singapore.

The Orchard Residences, the luxury premier residential apartments above ION Orchard, received its Temporary Occupation Permit (TOP) in October 2010. In the same month, we launched ION Sky, the observatory deck located above The Orchard Residences on Levels 55 and 56. ION Sky commands a breathtaking and unrivalled 360-degree view from the highest point in Orchard Road. We also brought in Luke Mangan, Australia’s highly acclaimed celebrity chef, to open his first restaurant in Southeast Asia, Salt Grill and Bar, at ION Sky.

Construction of the Integrated Civic, Cultural, Retail and Entertainment Hub at one-north, which we own, with a shopping mall located from Basement one to Level three of the development, is progressing well. We target to complete and open the shopping mall by the end of 2012. The shopping mall will be a lifestyle destination offering shopping, dining and chill-out options amidst lush greenery – the first of its kind in Singapore. The recent announcement by MediaCorp to relocate to Mediapolis@one-north and the upcoming completion of the private residential apartments in the vicinity bode well for the demand of the mall.

In China, we opened five malls in 2010: Aidemengdun Mall in Harbin, Cuiwei Mall in Beijing, Anyang Mall in Anyang, Jinshui Mall in Zhengzhou and Xinxiang Mall in Xinxiang, giving us a total of 38 operational malls. Over the years, our operations and capability in China have evolved and continue to improve robustly. We now have more than 2,200 staff in China, organised around six regions and our malls are performing well to our expectations.

We continue to witness and believe in the growing consumerism in China, committing more than S$1.2 billion in four new projects in 2010. In Shanghai, we acquired a 66.00% effective stake in a prime shopping mall and office development in Luwan district and 17.10% stake in Raffles City Changning – the second Raffles City in Shanghai. These acquisitions have deepened our presence in one of the fastest-growing global financial centres, with a portfolio of six shopping malls.

Over in Chengdu, we acquired Meili Mall as well as an integrated development in Tianfu, made up of a shopping mall, a residential tower and an office tower. With these acquisitions, we have expanded our portfolio in western China to 11 malls of which eight are in Sichuan Province, with a cluster of five in Chengdu.


As at 31 December 2010, we had 53 shopping malls in 34 cities in China, with a total GFA of 48.6 million sq ft.

In Malaysia, we listed CMMT, Malaysia’s largest “pure-play” shopping mall REIT by market capitalisation and property value, on Bursa Malaysia in July 2010. This signifies our commitment to growing our presence in the country, one of our key markets, as well as enhances our financial flexibility to seize acquisition opportunities by providing CMMT with direct access to domestic and international investors.

CMMT will be CMA’s designated listed vehicle to hold our stabilised Malaysia shopping malls. CMMT has an attractive initial portfolio of three established shopping malls, namely Gurney Plaza in Penang, an interest of about 61.9% in the retail area of Sungei Wang Plaza in Kuala Lumpur, and The Mines in Selangor.

We will continue to exploit the country’s fragmented mall ownership scene and acquire both operating malls as well as develop new ones. We also plan to set up a RM1.0 billion Malaysia retail property fund to acquire and/or develop retail properties, primarily shopping malls.

In December, CMA acquired a stake of about 90.70% in Queensbay Mall, Penang’s largest shopping mall, which will form the seed asset for the planned retail property fund. Gurney Plaza, which we already own through CMMT and manage; and Queensbay Mall are the two best malls in Penang, and this acquisition will substantially strengthen our market leadership in the state. We are confident of leveraging on our scale and expertise to upgrade Queensbay Mall through remixing the tenancy as well as improving the asset plan to realise its potential, to raise its property yield beyond its current 5.0%.

As for Japan, we completed asset enhancement works at our largest shopping mall in the country, Vivit Square in Tokyo. The revamped shopping mall reopened in August 2010 with two new popular anchor tenants, Mr. Max discount store and Nojima home electronics store, as well as 52 other specialty stores and a supermarket. In 2010, the mall received a total of 4.8 million shoppers and recorded ¥7.6 billion worth of sales which translate into about 105.0% and 118.0% year-on-year increases respectively.

Over in India, our operating shopping mall, Forum Value Mall in Bangalore achieved net property income (NPI) growth of about 300.0% in its first full year of operations in 2010, compared to 2009. Our second shopping mall, The Celebration Mall in Udaipur, has secured all its anchor tenants and will be opening in early 2011.

CAPITAMALL TRUSTAs at 31 December 2010, CMA had a 29.85% effective stake in CMT. In 2010, CMT recorded a distribution per unit (DPU) of 9.24 cents, 4.6% higher than the DPU of 8.85 cents in 2009. This was achieved on the back of the improved economic conditions, increased visitor arrivals and healthy consumer spending due to low unemployment of less than 2.2% in Singapore.

Groundbreaking for the asset enhancement works for JCube (formerly known as Jurong Entertainment Centre) took place in May 2010. When completed in early 2012, the mall will boast over 200,000 sq ft of net lettable area (NLA) and will house an Olympic-size ice rink – the only one in Singapore.

Asset enhancement works for The Atrium@Orchard commenced in January 2011 and will be completed end of next year. Nearly 127,000 sq ft of retail space will be created, increasing the NLA of The Atrium@Orchard six-fold. It will be integrated with Plaza Singapura to create a combined NLA of about 625,000 sq ft – almost equal to the size of ION Orchard.


CAPITARETAIL CHINA TRUSTAs at 31 December 2010, CMA had a 27.35% effective stake in CapitaRetail China Trust (CRCT). In 2010, CRCT recorded NPI of RMB382.3 million, up 5.8% over 2009. This strong performance was achieved as China’s economy grew 10.3%, while its total retail sales of consumer goods increased 18.4% to RMB15.5 trillion.

CRCT continued to extract organic growth from its malls through active tenancy remixing to enhance their retail offerings. These included Xizhimen Mall in Beijing; Qibao Mall in Shanghai; and Xinwu Mall in Wuhu, Anhui Province. At Saihan Mall in Huhhot, Inner Mongolia, asset enhancement works have been completed, successfully transforming it into a one-stop family shopping, dining and entertainment destination in its locality.

CAPITAMALLS MALAYSIA TRUSTAs at 31 December 2010, CMA had a 41.74% effective stake in CMMT. For the financial period from 14 July 2010 to 31 December 2010, CMMT recorded annualised DPU of 7.26 sen – exceeding its forecast of 7.16 sen as stated in its listing prospectus. This was achieved as Malaysia posted 7.2% economic growth, while retail sales were forecast to have expanded 8.3%.

In November, CMMT announced its acquisition of Gurney Plaza Extension. Opened in 2008, Gurney Plaza Extension is a nine-storey retail extension block adjoining Gurney Plaza with an NLA of nearly 140,000 sq ft. Its tenant mix complements Gurney Plaza and will significantly strengthen CMMT’s presence in Penang.

DEVELOPING HUMAN CAPITAL TO ENABLE OUR SUCCESSIn CMA, we recognise that people are our greatest asset and it is their passion, professionalism, talent and commitment that form the backbone of our success. As at 31 December 2010, we have over 3,000 staff across the five countries in which we operate. Committed to being a learning organisation, we organised

study visits to Australia, Hong Kong, Japan, and the United Kingdom for staff to gain exposure to exciting or new retail trends and mall management concepts in other leading retail centres of the world.

Equally important is hearing the honest feedback from our staff about the company. Employee engagement is critical to making CMA a lasting organisation that staff can be proud of. In October 2010, we conducted a company-wide employee engagement survey to understand what we have done well, what we could do better, and seek feedback on other recommendations employees might have to further the company’s growth. We have shared the results with our employees, and are committed to implementing as many of their practicable suggestions as possible.

EXPANDING OUR ROLE AS A CORPORATE CITIZENReinforcing our commitment to contribute back to society, we extended our corporate social responsibility (CSR) efforts in 2010. Following the success of our “Back to School” event in Singapore in June 2009, we rebranded the programme as “My Schoolbag” from 2010, and expanded its reach exponentially. From 200 children in Singapore in 2009, My Schoolbag benefitted more than 11,000 underprivileged children in both Singapore and China last year, with a total donation of S$320,000 from CMA. This was made possible with funding of S$300,000 from CapitaLand Hope Foundation, the philanthropic arm of CapitaLand.

In Singapore, My Schoolbag benefitted 1,000 underprivileged children. In November 2010, the pupils went on a shopping treat to purchase school and daily necessities at four of our malls.

In China, we donated new schoolbags containing stationery to first-year primary school pupils in 129 schools across 18 cities in China. The timely gift at the start of the new school year in September 2010 brought cheer to more than 10,000 underprivileged children. This was the first



LIEW MUN LEONGChairman

10 March 2011

LIM BENG CHEECEO

time that we have broadened the reach of My Schoolbag beyond Singapore. Going forward, we target to expand My Schoolbag to our other markets of Malaysia, Japan and India as well.

On 27 March 2010, over 50 of our malls in our five markets participated in Earth Hour for the second consecutive year. Façade and “non-essential” lights were turned off for 10 hours in the “10-hour Lights-Off Celebration” in conjunction with CapitaLand’s 10th Anniversary celebrations.

In Singapore, Raffles City Singapore was conferred the Building and Construction Authority’s Green Mark Gold award. At ION Orchard and Clarke Quay, we have started to recycle food waste into end-products such as compost, which can be used as fertiliser. We plan to extend this to other malls in our Singapore portfolio.

Our malls in Singapore also participated in Green for Hope, a CapitaLand initiative to encourage its tenants, shoppers and serviced residence guests as well as members of the public to go green by recycling and, in doing so, earn donations to benefit underprivileged children from all over Singapore.

In 2010, the 26 participating properties collected a total of 888,555 kilogrammes of recyclable waste and raised S$420,000 to benefit 10 children’s charities. Nine of our malls were among the top 10 performing properties last year: Bugis Junction, Plaza Singapura, Lot One Shopper’s Mall, Bukit Panjang Plaza, ION Orchard, IMM, Junction 8, Funan Digitalife Mall and Tampines Mall.

On the environment front in China, we sought to raise awareness of the environment through recyclable art workshops, green awareness activities and promoting the use of environmentally-friendly shopping bags.

TOWARDS 100+ SHOPPING MALLS IN CHINAWe have an early-mover advantage in China, leveraging on our parent CapitaLand’s presence there since 1994 to open Raffles City Shanghai, our first mall in the country, in 2003. In the eight years since, we have consistently invested an average of about S$2.0 billion in new projects, with the majority of these being in China. We have built up our capabilities and teams on the ground and organised the structure to enable us to execute faster, with China divided into six regions and headed by a country CEO.

Going forward, our focus remains on growing in our key markets of Singapore, China and Malaysia. We target to acquire another S$2.0 billion of new projects this year, as part of our plan to double our portfolio in China to over 100 malls in the coming three to five years.

ACKNOWLEDGEMENTSWe would like to thank all our shareholders, business partners, associates and staff, for their strong support in our first full year since listing. We look forward to your continued support and partnership as we grow and seek new opportunities in the next few years.


尊敬的各位股东：2010年是嘉德商用有限公司(CMA)自2009年11月25日在新加坡交易所(SGX)上市以来的第一个完整营业年度，同时也是亚洲各经济体以两位数或较高个位数的增长速度，引领世界经济从2009年初的全球经济危机中触底反弹的一年。

随着经济的快速增长以及消费者信心的日益高涨，我们抓住有利时机，强化在区域内的表现。2010年，我们投资近20亿新元，收购位于新加坡、中国和马来西亚的6个购物中心，投资额为原定目标8到10亿新元的两倍。

此外，我们还采取措施对资本进行积极管理与循环利用，以强化我们的资产负债表，同时提高我们在新项目投资中的竞争优势。2010年，我们将克拉码头出售给旗下参股公司嘉茂信托(CMT),同时还成功完成嘉德商用马来西亚信托(CMMT)在马来西亚证券交易所主板市场的上市，将其打造成为马来西亚最大的“纯”购物中心房地产投资信托公司(REIT)。

尽管今年的整体经济预期将低于去年，但亚洲仍将以8.4% （数据源于国际货币基金组织）的预计增幅走在世界的前列。这其中，新加坡的经济增长预计介于4.0%到6.0%之间，中国和印度两大经济体预计分别增长9.6%和8.4%，马来西亚则预计增长5.3%。对于这波经济增长大潮，我们已做好充分准备，完全可以驾驭自如。

截至2010年12月31日，我们在新加坡、中国、马来西亚、印度及日本五个国家的49个城市拥有91个购物中心。我们的资产组合的总值约为237亿新元，总建筑面积(GFA)约为7340万平方英尺。

感谢各位对我们第一个完整年度经营的鼎力支持。我们在此谨代表CMA董事会及管理层，向各位股东呈上2010年的业绩以及2011年的发展计划。

稳健的财务业绩2010年，CMA扣除少数股东权益的税后利润(PATMI)达到4.219亿新元，比2009年的3.881亿新元增长8.7%；息税前利润(EBIT)则达到4.724亿新元。管理收入为13.591亿新元，比2009年的12.87亿新元增长5.6%。截至2010年12月31日，我们管理的已运营的购物中心达65个，另有26个购物中心正在开发之中。

我们将继续致力于业务增长，因此将会对资本进行再投资。同时向各位股东返利，以回馈各位的大力支持。因此，董事会建议2010年派发每股2分股息，高于2009年的每股1分的股息。

积极的资本管理作为CMA资本管理战略的组成部分，我们积极循环利用资本进行再投资，并实现资金来源的多元化。我们所循环利用的资金共约5亿新元，其中包括向CMT出售克拉码头的2.68亿新元，以及从CMMT上市获得的2.28亿新元。

我们的全资子公司CapitaMalls Asia Treasury Limited (CMATL)在20亿新元的欧元中期票据(EMTN)计划中，发行了3.5亿新元的7年期企业债券，年息3.95%。在了解了散户投资者的需求之后，CMATL于2011年1月向新加坡公众推出第一期总值2亿新元的一年期和三年期的零售债券，年利率分别为1.00%和2.15%，以迎合散户投资者对希望获得相比于其他投资方式更有吸引力的固定收入的需求，我们资产组合中的购物中心可以提供可靠的收益。本次公开发行获得1.82倍左右的超额认购。这些债券于2011年1月24日开始在新交所进行交易。

从上述企业债券和零售债券募集的资金，都将用于本公司新项目的投资。由于两种债券均得到热烈响应，我们将考虑在2011年推出企业和零售债券的后续系列。

我们健康的资产负债表和健全的业务模式，继续赋予我们必要的财务灵活性，使我们能够抓住收购机会。

2010年回顾在新加坡，CMA和嘉德置地新加坡住宅房产开发公司(CapitaLand Residential Singapore)于2010年9月成功标得勿洛镇(Bedok)中心的一个地块。该地块恰好位于新加坡最大居住区的中心地带，辐射人口约30万。该地块将会被开发成多功能综合项目，将建一个2层的购物中心和一个10层的住宅楼。

2014年购物中心建成后，它将与设有巴士转换站和地铁的Bedok交通枢纽连接。本次竞标成功也加强了我们在新加坡零售地产市场的领导地位。

致股东函


位于ION Orchard上方的高级豪华公寓卓锦豪庭于2010年 10月取得临时占用许可证(TOP)。同月，我们在卓锦豪庭的第55和56层推出ION Sky 360度观景平台。该观景平台是乌节路的最高点，站在这里俯瞰四周，景色迷人、叹为观止。此外，我们还邀请澳大利亚的知名厨师Luke Mangan在ION Sky开设他在东南亚的第一家餐馆——Salt Grill & Bar。

纬壹科技城的市民、文化、零售、娱乐综合中心的施工进展顺利。该项目属本公司自有项目，地下一层到地上三层将会是购物中心，预计将于2012年底前建成并开业。届时该商场将成为新加坡第一家生活方式购物目的地，让人们在郁郁葱葱的绿植中，享受购物、餐饮及娱乐。近期宣布将迁址壹纬媒体城的新传媒，以及周边即将完工的私宅，都预示着市场对购物中心的强大需求。

2010年在中国，我们共有5个购物中心开业，分别是哈尔滨的嘉茂广场·埃德蒙顿、北京的嘉茂购物中心·翠微、河南安阳的嘉信茂广场·安阳、郑州的嘉茂购物中心·金水和新乡的嘉信茂广场·新乡，从而使我们拥有的已运营的购物中心总数达到38个。过去几年来，我们在中国的业务与实力逐渐壮大，并保持强劲增长势头。目前，我们在华员工人数超过2,200名，分为六大区域进行管理。购物中心业绩良好，符合我们的预期。

我们继续看好中国持续高涨的消费需求，2010年我们投资逾12亿新元收购在中国的四个新项目。在上海，我们收购了卢湾区一处核心地段的商场及写字楼开发项目66.00%的有效股权，以及上海第二座来福士城——长宁来福士城17.10%的股权。通过这些收购，我们在上海的资产组合拥有6个购物中心，增强了我们在这个全球增长速度最快的金融中心的地位。

在成都，我们收购了魅力城购物中心，以及天府综合开发项目，其中包括购物中心、住宅楼和写字楼。通过这些收购，我们在中国西部的资产组合扩大到11个购物中心，其中8个位于四川省，而8个中有5个集聚于成都市。

截至2010年12月31日，我们在中国34个城市共拥有53个购物中心，总建筑面积达4,860万平方英尺。

在马来西亚，我们于2010年7月完成CMMT在马来西亚证券交易所的挂牌上市。作为一家“纯”购物中心房地产投资信托公司，CMMT的市价总值和资产总值均位居马来西亚之首。这不仅意味着我们继续加强在马来西亚这一主要市场的业务，而且我们通过让CMMT直接接触国内和国际的投资者，强化了自身的财务灵活度，以更好地抓住收购机会。

CMMT将被指定成为持有CMA马来西亚稳定购物中心的平台。CMMT的初始资产组合颇具吸引力，包括3个已建成的购物中心，即槟城合您广场、吉隆坡金河广场零售区（占其中约61.90%的股权）以及雪兰莪州绿野购物中心。

我们会关注市场分散的马来西亚购物中心中出现的收购机会，还计划设立一个10亿零吉的马来西亚零售资产基金，以购物中心为重点进行零售资产的收购与（或）开发。

12月份，CMA收购了槟城最大的购物中心——皇后湾购物中心约90.70%的股权，并以此作为筹划中的零售资产基金的种子资产。皇后湾购物中心与合您广场是槟城最好的两个商场，我们已经通过CMMT将合您广场纳入囊中并予以管理。这次收购将显著强化本公司在马来西亚市场的领导地位。凭借自身的规模与专长，我们有信心通过调整租户组合和实施资产改良计划，实现皇后湾购物中心的升级，使其资产收益率超过目前的5.0%。

至于日本，我们已完成我们在东京最大的购物中心Vivit Square的资产改良工程。翻修后于2010年8月重新开业，除52家专卖店和一家超市外，还新进两家知名的主力租户，即Mr.Max折扣店和野岛(Nojima)家用电子商店。2010年，该购物中心客流量达480万人次，销售额76亿日元，同比增长分别达105.0%和118.0%。在印度，2010年是我们在印度班加罗尔经营的Forum Value Mall购物中心的第一个完整营业年度，营业利润(NPI) 比2009年增长约300.0%。我们在印度的第二个购物中心是位于乌代布尔的Celebration Mall，其已经签约了所有主力租户，并将于2011年初开业。


嘉茂信托(CMT)截至2010年12月31日, CMA持有CMT 29.85%的有效股权。 2010年，新加坡经济状况获得改善，游客人数增加，另外，由于失业率低于2.2%，消费支出旺盛。受惠于此，CMT的每单位发放金(DPU)高达9.24新分，比2009年的8.85新分高出4.6%。

JCube购物中心（原裕廊娱乐中心）的资产改良工程于2010年5月破土动工，并将于2012年初完工，届时净租赁面积(NLA)将超过20万平方英尺，并且拥有新加坡唯一的室内奥林匹克标准溜冰场。

The Atrium@Orchard的资产改良工程于2011年1月开工，并将于明年底完工。资产改良完成后将新增零售面积约127,000平方英尺，使净租赁面积提高六倍。该工程将The Atrium@Orchard与Plaza Singapura合为一体，创造出625,000平方英尺的净租赁面积，规模与ION Orchard不相上下。

嘉茂中国信托(CRCT)截至2010年12月31日，CMA持有CRCT 27.35%的有效股权。2010年，中国经济增长10.3%，社会消费品零售总额增长18.4%，达到15.5万亿元人民币。受惠于此，CRCT业绩表现强劲，营业利润达到人民币3.823亿元，比2009年增长5.8%。

CRCT通过积极调整现有商场的租户组合，强化购物中心的零售服务，继续实现购物中心的有机增长。这些商场包括北京的嘉茂购物中心·西直门、上海的嘉茂购物广场·七宝以及安徽芜湖的嘉信茂广场·新芜。在内蒙古呼和浩特市，嘉茂购物中心·赛罕的资产改良工程已经完成，成功转型为当地的一站式居家购物、餐饮及娱乐目的地。

嘉茂马来西亚信托(CMMT)截至2010年12月31日，CMA持有CMMT 41.74%的有效股权。由于马来西亚的经济增长率为7.2%，零售额预计增长8.3%，在从2010年7月14日到12月31日的财政期间，CMMT的年度每单位发放金为7.26分，超出上市招股书中预期的7.16分。

11月份，CMMT宣布其收购合您广场扩建部分的计划。该项收购能否成功，除须经单位持有人批准外，还取决于其他各种因素。合您广场扩建部分于2008年开业，是一座九层的零售延伸建筑，与合您广场连为一体，净租赁面积近14万平方英尺。其租户组合成为合您广场的有益补充，并将显著增强CMMT在槟城的商业地位。

开发人力资本，创造成功可能在CMA，我们充分认识到公司的最大资产是其员工，他们的热情、职业素养、聪明才智及奉献精神，是我们成功的支柱。截至2010年12月31日，我们在五个经营业务的国家共聘用员工3,000多人。我们致力于成为学习型机构。为此，我们组织员工前往澳大利亚、香港、日本和英国参观学习，深入世界其他主要零售中心，亲自感受零售业的新趋势，亲身体验具有启发性或新颖的购物中心管理理念。我们同样重视员工就公司的运作所提出的诚恳意见。员工的参与对CMA能否成为永远生机勃勃并且员工为之而自豪的公司具有关键意义。2010年10月，我们在全公司范围内进行了一项员工参与度调查，以了解公司的优点与不足，并听取员工就公司的进一步发展提出的其他建议。我们在与员工分享调查结果的同时，还尽量选出切实可行的建议，并承诺予以实施。

扩大企业公民的作用2010年，我们加强企业的社会责任(CSR)工作，更全身心地回馈社会。继2009年6月在新加坡成功举办“Back to School”（重返学校）活动后，我们从2010年起将该活动更名为“My Schoolbag”（我的书包）计划，重新加以推广，并扩大其受助面。2009年，我的书包为新加坡200名儿童提供捐助。去年新加坡和中国又有11,000多名贫困儿童从我的书包计划中受惠，CMA共为此捐出32万新元。这主要得益于嘉德置地的慈善分支——嘉德希望基金(CapitaLand Hope Foundation)出资30万新元赞助。

致股东函


在新加坡，从我的书包计划中受益的贫困儿童达1,000人。2010年11月，我们组织小学生前往我们的四个购物中心选取学习和日常生活必需品。

在中国，我们于2010年9月新学年开始之际，及时为18个城市129所学校的一年级小学生送上新书包和文具，为万余名贫困儿童带来欢声笑语。这是公司首次将我的书包活动的受助面扩展到新加坡以外。未来，我们的目标是把我的书包活动扩大到我们在马来西亚、日本和印度的其他市场。

2010年3月27日，我们五个市场中的50多个购物中心连续第二年参加“地球一小时”活动。在庆祝嘉德置地10周年的同时，我们举办了“10小时熄灯仪式”，将外墙及“非必要”照明灯光熄灭达10小时。

在新加坡，来福士城获得了新加坡建设局颁发的绿色标记金奖。在ION Orchard和Clarke Quay，我们已经开始回收利用食品废物将其变成最终成品，比如肥料。我们计划将这一行动扩大到我们在新加坡资产组合中的其他购物中心。

我们在新加坡的购物中心还参加了“带动绿色，共筑希望”(Green for Hope)活动。该活动由嘉德置地发起，旨在鼓励租户、顾客、被服务的居民及其他公众成员参与回收活动，共建绿色环保。本次活动的收入将捐赠给新加坡各地的贫困儿童。

2010年，26个参加本次活动的购物中心共收集可回收废物888,555公斤，为10个儿童慈善机构募集资金42万新元。去年CMA共有9个购物中心入选表现最佳物业前十名，它们是：白沙浮广场、狮城大厦、第一乐广场购物中心、武吉班让购物中心、ION Orchard,IMM,第八站,福南科技与资讯广场和淡滨尼广场。

在中国的环保前线，我们力图通过回收艺术工作坊、绿色宣传、推广使用环保型购物袋等活动开展环保宣传。

向逾百个中国商场的目标进发我们的母公司嘉德置地自1994年开始在中国发展，利用这一优势，我们于2003年在中国开了第一家商场——上海来福士广场，成为行业的先行者。八年来，我们每年约20亿新元的新项目投资大部分在中国。我们已经建起当地的团队，并且合理布局管理结构加快执行速度。中国被分为六个区域进行管理，由一位中国CEO领导。

展望未来，我们将继续发展我们的主要市场，新加坡，中国和马来西亚。作为实现我们在三至五年内使资产组合翻番，在中国拥有超过100个商场的计划的一部分，我们计划今年再投资20亿新元收购新项目。

致谢本公司在上市后的第一个完整营业年度中，得到了全体股东、业务伙伴、参股公司和员工的大力支持，在此我们谨表示衷心感谢。在接下来的几年中，随着我们继续发展壮大和寻求新的商机，我们期待能继续得到各位的鼎立支持与合作。

廖文良主席

2011年3月10日

林明志首席执行官


OUR BUSINESS STRUCTURE

Singapore

Directly Held Retail Properties

Site at One-North (100.00%)

Joint Venture

Orchard Turn Holding Pte. Ltd. (50.00%)

Bedok Site (50.00%)

Interest in and manage 18 properties (3 under development)

11.8 mil sq ft of GFA

Directly Held Retail Properties

Tianfu Mall (100.00%)

Meili Mall (100.00%)

Joint Venture

5 retail properties held with joint venture partner2

Luwan Project (66.00%)

Raffles City Changning (17.10%)

China Funds

CapitaRetail China Development Fund (45.00%)

CapitaRetail China Development Fund II (45.00%)

CapitaRetail China Incubator Fund (30.00%)

Raffles City China Fund (15.00%)



Directly Held and interests via Asset-backed Securitisation

Queensbay Mall3 (100.00%)(Strata Parcels)

Interest in and manage 4 properties


Japan Fund

CapitaRetail Japan Fund (26.29%)

Interest in and manage 7 properties


India Fund

CapitaRetail India Development Fund (45.45%)



Malaysia Japan India1China

Note: Our interests in properties, private real estate funds, CMT and CRCT are as at 31 Dec 2010. The number of retail properties and GFA (which is based on aggregate GFA of each property in its entirety) are as at 31 Dec 2010.1. Excludes our interest in Horizon Realty Fund, which we do not manage.2. Includes five shopping malls that are held jointly by us and CapitaRetail China Development Fund.3. Signed with completion, subject to, among other things, regulatory approvals for the asset-backed securitisation structure. Refers to 90.7% of retail strata

area and all car parks.

29.85% 19.62% 21.49% 41.74%

OUR PROPERTY INTERESTS


CAPITAMALL TRUSTWe have an effective 29.85% interest in CapitaMall Trust (CMT). CMT is the first and largest REIT listed on the Singapore Exchange Securities Trading Limited (SGX-ST). It was listed on 17 July 2002. It is also the largest listed REIT in Singapore by asset size (approximately S$8.1 billion) and by market capitalisation (approximately S$6.2 billion) as at 31 December 2010. CMT owns and invests in income-producing assets which are used, or predominantly used, for retail purposes primarily in Singapore. As at 31 December 2010, CMT had more than 2,400 leases with international and domestic retailers, and a committed occupancy rate of close to 100.0%. CMT owns the following 15 retail properties which are located either in suburban or downtown areas in Singapore: Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building, Plaza Singapura, Bugis Junction, Sembawang Shopping Centre, JCube (formerly known as Jurong Entertainment Centre), Hougang Plaza, a 40.00% stake in Raffles City Singapore, Lot One Shoppers’ Mall, 90 out of 91 strata lots in Bukit Panjang Plaza, Rivervale Mall, The Atrium@Orchard and Clarke Quay. CMT also has an equity interest of approximately 19.62% in CapitaRetail China Trust (CRCT). We have granted CMT a right of first refusal to acquire completed income-producing retail properties located in Singapore subject to certain conditions.

CAPITARETAIL CHINA TRUSTWe have an effective 27.35% interest in CapitaRetail China Trust (CRCT). CRCT was listed on SGX on 8 December 2006, and was the first listed REIT in Singapore focused entirely on retail properties in China. CRCT was established with the objective of investing on a long-term basis in a diversified portfolio of income-producing properties used primarily for retail purposes and located primarily in China, Hong Kong and Macau. As at 31 December 2010, CRCT’s portfolio comprised eight retail properties located in five key cities in China. The properties are: Xizhimen Mall, Wangjing Mall, Jiulong Mall and Anzhen Mall in Beijing; Qibao Mall in Shanghai; Zhengzhou Mall in Zhengzhou, Henan Province; Saihan Mall in Huhhot, Inner Mongolia; and Xinwu Mall in Wuhu, Anhui Province. CRCT has a total asset size of approximately S$1.3 billion. We have granted CRCT a right of first refusal to acquire completed income producing retail properties located in China subject to certain conditions.

Number of Retail Properties

Countries Completed1 Targeted forcompletion in

2011

Targeted forcompletion in

2012

Targeted forcompletion in

2013 andbeyond

Total GFA2

(million sq ft)

Singapore 15 1 1 1 18 11.8

China 38 5 5 5 53 48.6

Malaysia 43 – – – 4 4.0

Japan 7 – – – 7 1.8

India 1 1 – 7 9 7.2

Total 65 7 6 13 91 73.4

1. Refers to properties that were completed as at 31 December 2010.2. The aggregate GFA of each property in the portfolio (where the GFA of each of the properties is taken in its entirety regardless of the extent of CMA’s interest).3. Gurney Plaza Extension is considered as part of Gurney Plaza.

OUR PROPERTYINTERESTS


CAPITAMALLS MALAYSIA TRUSTWe have an effective 41.74% interest in CapitaMalls Malaysia Trust (CMMT). CMMT was listed on 16 July 2010 on the Main Market of Bursa Malaysia Securities Berhad, and is Malaysia’s largest “pure-play” shopping mall REIT with a market capitalisation of approximately RM1.5 billion and an asset size of approximately RM2.1 billion as at 31 December 2010. CMMT owns and invests in income-producing assets which are used, or predominantly used, for retail purposes primarily in Malaysia. As at 31 December 2010, CMMT’s portfolio, which consists of Gurney Plaza in Penang, an interest in Sungei Wang Plaza in Kuala Lumpur and The Mines in Selangor, had more than 1,000 leases with international and domestic retailers and a committed occupancy rate of 98.3%.

We have granted CMMT a right of first refusal to acquire any completed property situated in Malaysia (other than Gurney Plaza Extension) that has an occupancy rate of at least 90.0% that is used or predominantly used for retail purposes. Further, in the event that we should sponsor a Malaysia retail property fund, we intend to procure such fund to grant a right of first refusal to CMMT in relation to any relevant retail property or interest which it wishes to dispose. For more details relating to the right of first refusal, please refer to page 182 of CMMT’s initial public offering prospectus dated 28 June 2010.

On 12 November 2010, CMMT, through the Trustee, exercised the separate right of first refusal granted by CMA in relation to Gurney Plaza Extension in Penang and entered into a sale and purchase agreement to acquire this property for a purchase consideration of RM215.0 million. The said acquisition is subject to, among other things, the completion of a placement of new limits in CMMT.

CAPITARETAIL CHINA DEVELOPMENT FUNDWe have an interest of 45.00% in CapitaRetail China Development Fund as at 31 December 2010. We sponsored the establishment of CapitaRetail China Development Fund on 6 June 2006, with a total committed capital of US$600.0 million. CapitaRetail China Development Fund invests primarily in retail property developments in various parts of China. As at 31 December 2010, the committed capital of the fund was fully drawn.

CAPITARETAIL CHINA DEVELOPMENT FUND IIWe have an interest of 45.00% in CapitaRetail China Development Fund II as at 31 December 2010. We sponsored the establishment of CapitaRetail China Development Fund II on 6 September 2007, with a total committed capital of S$900.0 million. Like CapitaRetail China Development Fund, this fund invests primarily in retail property developments in various parts of China. As at 31 December 2010, the committed capital of the fund was fully drawn.

CAPITARETAIL CHINA INCUBATOR FUNDWe have an interest of 30.00% in CapitaRetail China Incubator Fund as at 31 December 2010. We sponsored the establishment of CapitaRetail China Incubator Fund on 6 June 2006 with a total committed capital of US$425.0 million. The fund invests in retail properties in various parts of China with the long-term potential to generate income after repositioning, asset enhancement initiatives or leasing activities to increase occupancy rates. As at 31 December 2010, the committed capital of the fund was fully drawn.

OUR PROPERTYINTERESTS


RAFFLES CITY CHINA FUND LIMITEDWe have an interest of 15.00% in Raffles City China Fund as at 31 December 2010. Raffles City China Fund was formed on 15 July 2008 with a total committed capital of US$1 billion and subsequently upsized to US$1.2 billion. As at 31 December 2010, 9.2% of the capital commitments of the Raffles City China Fund remains undrawn. It is the largest private equity fund originated and managed by CapitaLand to-date. The fund is CapitaLand’s first integrated development fund in China with the principal investment objective of investing in prime mixed-use commercial properties in key gateway cities in China. Currently, there are five Raffles City-branded integrated developments in China held through this fund, namely Raffles City Shanghai, Raffles City Beijing, Raffles City Chengdu, Raffles City Hangzhou and Raffles City Ningbo (which was injected into the fund in April 2010).

CAPITARETAIL JAPAN FUND PRIVATE LIMITEDWe have an interest of 26.29% in CapitaRetail Japan Fund as at 31 December 2010. We sponsored the establishment of CapitaRetail Japan Fund on 15 April 2004 and at its final closing on 31 March 2005, it had a total committed capital of ¥44.1 billion. It was formed to invest in income-producing retail investment properties in Japan. CapitaRetail Japan Fund has acquired seven retail properties in Tokyo, Osaka, Hokkaido and Kobe. The fund’s investment period has expired.

CAPITARETAIL INDIA DEVELOPMENT FUNDWe have an interest of 45.45% in CapitaRetail India Development Fund as at 31 December 2010. We sponsored the establishment of CapitaRetail India Development Fund on 22 November 2007 with a total committed capital of S$880.0 million. As at 31 December 2010, 63.7% of CapitaRetail India Development Fund remains undrawn. CapitaRetail India Development Fund invests primarily in retail property developments in various parts of India. It has entered into separate joint venture agreements with Advance India Projects Limited and Prestige Estates Projects Limited (formerly known as Prestige Estates Projects Private Limited) to jointly invest in and manage retail properties in India. CapitaRetail India Development Fund currently has a portfolio of nine committed projects, all of which are held under these joint ventures.

HORIZON REALTY FUNDWe have a 21.43% interest in Horizon Realty Fund as at 31 December 2010. The fund was established to invest in retail properties in India. As at 31 December 2010, the fund has a total committed capital of US$350.0 million. We have committed capital of US$75.0 million to Horizon Realty Fund. We do not manage the fund or its assets.


FUNDAMENTALS OF GROWTH

91 SHOPPING MALLS49 CITIES 5 COUNTRIESTOTAL PROPERTY VALUE S$23.7BILLIONGROSS FLOOR AREA 73.4 MILLION SQ FT

STANDING FROM LEFT TO RIGHT:

BOARD OF DIRECTORS

MS JENNIE CHUA Non-Executive Director

MR LIEW MUN LEONGChairman and Non-Executive Director

MR LIM TSE GHOW OLIVIERNon-Executive Director

MR SUNIL TISSA AMARASURIYAIndependent Non-Executive Director


STANDING FROM LEFT TO RIGHT:

PROFESSOR TAN KONG YAM Independent Non-Executive Director

MRS ARFAT PANNIR SELVAMIndependent Non-Executive Director

MR LIM BENG CHEEChief Executive Officer and Executive Director

MR YAP CHEE KEONGIndependent Non-Executive Director

DR LOO CHOON YONGIndependent Non-Executive Director


MR LIEW MUN LEONGChairman and Non-Executive Director

Mr Liew Mun Leong joined the Board on 18 October 20041. He is also Chairman of Corporate Disclosure Committee and Investment Committee and a member of Executive Resource and Compensation Committee and Nominating Committee.

Mr Liew is a Director of CapitaLand Limited (listed on the Singapore Exchange Securities Trading Limited (SGX-ST)) and President and Chief Executive Officer (CEO) of CapitaLand Group. He is also Chairman of CapitaLand Residential Singapore Pte Ltd, CapitaLand China Holdings Pte Ltd, CapitaLand Commercial Limited, CapitaLand Financial Limited, CapitaLand ILEC Pte. Ltd. and CapitaValue Homes Limited.

Mr Liew is Deputy Chairman of The Ascott Limited as well as the Deputy Chairman of CapitaMall Trust Management Limited (the manager of CapitaMall Trust listed on the SGX-ST), CapitaCommercial Trust Management Limited (the manager of CapitaCommercial Trust listed on the SGX-ST), CapitaRetail China Trust Management Limited (the manager of CapitaRetail China Trust listed on the SGX-ST) and Ascott Residence Trust Management Limited (the manager of Ascott Residence Trust listed on the SGX-ST). He is also a Director of CapitaLand Hope Foundation, the CapitaLand Group’s philanthropic arm.

Mr Liew is presently Chairman of Changi Airport Group (Singapore) Pte Ltd. He is also Director of Singapore Exchange Limited (listed on the SGX-ST) and Singapore China Foundation Ltd.

He is a member of the NUS Business School Management Advisory Board, National Productivity and Continuing Education Council, Governing Council of the Human Capital Leadership Institute and the Board of Trustees of Chinese Development Assistance Council.

In 2006, Mr Liew was named Outstanding CEO of the Year in the Singapore Business Awards. In 2007, he was conferred the CEO of the Year award (for firms with market value of S$500 million or more) in The Business Times’ Singapore Corporate Awards. In 2008, Mr Liew was named Asia’s Best Executive of 2008 (Singapore) by Asiamoney and Best CEO in Asia (Property) by Institutional Investor.

Mr Liew graduated from the University of Singapore with a Civil Engineering degree and is a registered professional civil engineer.

BOARD OF DIRECTORS

Note1. CapitaMalls Asia Limited was at that time known by its previous name

“CapitaLand Retail Limited”.


MS JENNIE CHUANon-Executive Director

Ms Jennie Chua joined the Board on 30 October 2009.

Ms Chua is the Chief Corporate Officer of CapitaLand Limited (listed on the SGX-ST). She is a board member of CapitaValue Homes Limited, CapitaLand ILEC Pte. Ltd., The Ascott Limited and Ascott Residence Trust Management Limited.

She is Chairman of Singapore International Chamber of Commerce, Alexandra Health/ Khoo Teck Puat Hospital, Community Chest of Singapore, Sentosa Cove, Singapore Film Commission, International Advisory Council for Tourism, Tourism Industry Skills & Training Council and The Arts House. She is also Deputy Chairman of Temasek Foundation.

Ms Chua is a member of Singapore’s Pro-Enterprise Panel and a Board Director of Ministry of Health Holdings Pte Ltd and NYU Tisch School of the Arts, Asia Ltd.

She is on the Board of Trustees of Nanyang Technological University, Singapore.

Ms Chua is a Justice of Peace and Singapore’s Non-Resident Ambassador to The Slovak Republic.

Awards and accolades which she has received include three Singapore National Day Awards, Outstanding Contribution to Tourism Award 2006, Women’s World Excellence Awards 2006, Travel Personality of the Year Award 2005, NTUC Medal of Commendation 2005, 25 Stars of Asia Award 2003, Person of the Year – Asia Pacific (Hotel) 2002, National Productivity 2002, Pacific Area Travel Writers Association Hall of Fame 2000, Hotelier of the Year 1999, Woman of the Year 1999, Champion of the Arts 1999 and Independent Hotelier of the World 1997.

MR LIM TSE GHOW OLIVIERNon-Executive Director

Mr Olivier Lim joined the Board on 1 July 20051. He is also the Chairman of Finance and Budget Committee and a member of Corporate Disclosure Committee and Investment Committee.

Mr Lim is the Group Chief Financial Officer of CapitaLand Limited (listed on the SGX-ST). He is also a Non-Executive Director of CapitaMall Trust Management Limited (the manager of CapitaMall Trust listed on the SGX-ST), CapitaCommercial Trust Management Limited (the manager of CapitaCommercial Trust listed on the SGX-ST), Australand Holdings Limited (listed on the Australian Stock Exchange and the SGX-ST) and Raffles Medical Group Ltd (listed on the SGX-ST). He is also Chairman of Mount Faber Leisure Group Pte Ltd, and a member of the Board of both Sentosa Development Corporation and the Accounting and Corporate Regulatory Authority.

Prior to joining CapitaLand Limited, he was Director and Head of the Real Estate Unit, Corporate Banking in Citibank Singapore. He has more than 20 years of work experience in diverse areas including corporate banking, investment banking, corporate finance and real estate financial products.

Mr Lim was named Chief Financial Officer of the Year in 2007 (for firms with market value of S$500 million or more) in The Business Times’ Singapore Corporate Awards. He was awarded Best Investor Relations by a CFO by IR Magazine in its South East Asia Awards in 2009 and 2010, and was named CFO of the Year by The Asset magazine in its 2010 Asian Awards.

Mr Lim holds a First Class Honours degree in Civil Engineering from the Imperial College of Science, Technology and Medicine, United Kingdom.


BOARD OF DIRECTORS

MR LIM BENG CHEEChief Executive Officer and Executive Director

Mr Lim Beng Chee joined the Board on 1 November 20081. He is also a member of Corporate Disclosure Committee, Finance and Budget Committee and Investment Committee.

Mr Lim is currently a Director of CapitaMall Trust Management Limited (the manager of CapitaMall Trust (listed on the SGX-ST), CapitaRetail China Trust Management Limited (the manager of CapitaRetail China Trust listed on the SGX-ST) and CapitaMalls Malaysia REIT Management Sdn. Bhd. (the manager of CapitaMalls Malaysia Trust listed on the Bursa Malaysia Securities Berhad).

Mr Lim has more than 10 years of real estate investment and asset management experience. He previously held various positions within CapitaLand group of companies since 2000 and has been CMA’s CEO since 1 November 2008. Mr Lim has played an instrumental role in the creation of CMA’s retail real estate funds and retail real estate investment trusts. Mr Lim was appointed as the Deputy CEO of CapitaMall Trust Management Limited in March 2005 until December 2006. He then led the team which spearheaded the listing of CapitaRetail China Trust, the first pure-play China shopping mall S-REIT and was appointed as CEO of CapitaRetail China Trust Management Limited in December 2006 until September 2008 during which time he was mostly stationed in Beijing. Mr Lim then returned to Singapore and assumed his appointment as CEO for both CMA and CapitaMall Trust Management Limited in November 2008. Mr Lim stepped down as CEO of CapitaMall Trust Management Limited on 25 November 2009 upon the listing of CMA. Mr Lim also spearheaded the listing of CapitaMalls Malaysia Trust, Malaysia’s largest pure-play shopping mall M-REIT in July 2010.

Mr Lim holds a Master of Business Administration (Accountancy) from the Nanyang Technological University of Singapore and a Bachelor of Arts in Physics (Honours) from the University of Oxford, United Kingdom.

MR SUNIL TISSA AMARASURIYAIndependent Non-Executive Director

Mr Sunil Tissa Amarasuriya joined the Board on 30 October 2009. He is also a member of Audit Committee and Executive Resource and Compensation Committee.

Mr Amarasuriya is Chairman of the B.P. de Silva Group. He joined the B.P. de Silva Group in July 1972. In 1980, he formally assumed the control and management of the B.P. de Silva Group when he was appointed the Managing Director of B.P. de Silva Holdings Pte Ltd, the holding company of the B.P. de Silva Group, and a director of all group companies. The businesses of the B.P. de Silva Group comprise jewellery, RISIS gift manufacturing and retailing, investment in watch business, bulk and value added tea business, and investments into other businesses including food and beverage, environmental engineering, hydropower plants, medical devices and others. The B.P. de Silva Group has operations principally in Singapore, Malaysia, Sri Lanka and Switzerland.

Mr Amarasuriya was contemporaneously a director of The Swatch Group S.E.A. (S) Pte Ltd, and The Swatch Group (Malaysia) Sdn Bhd when both companies were established in 1995. Simultaneously, he became the Chief Executive Officer of The Swatch Group S.E.A. (S) Pte Ltd responsible for Swatch operations in South East Asia. In 2000, he was appointed a member of the Extended Group Management Board of Swatch Group Ltd, a company listed on the Swiss Stock Exchange. Mr Amarasuriya relinquished his executive positions with the Swatch group in 2004.

In 2007, Mr Amarasuriya was appointed to the board of Audemars Piguet Holding SA, and is currently a member of its audit committee. In 2009, he assumed the chairmanship of Tea Tang (Pvt) Ltd, the flagship of the B.P. de Silva Group’s tea business based in Sri Lanka.

Mr Amarasuriya holds a Diploma in Gemmology from the Gemmological Institute of Germany in Idar, Oberstein. He also has a Diploma in Diamond Grading from the Institute of Advanced Training, Koenigstein.


DR LOO CHOON YONGIndependent Non-Executive Director

Dr Loo Choon Yong joined the Board on 30 October 2009. He is also Chairman of Executive Resource and Compensation Committee and Nominating Committee and a member of Investment Committee.

Dr Loo is the Executive Chairman of Raffles Medical Group Ltd (listed on the SGX-ST), one of Singapore’s leading private integrated healthcare providers. He co-founded the Raffles Medical Group in 1976 and was appointed to his current position in 1997. Dr Loo holds a number of directorships in several companies, including International Medical Insurers Pte. Ltd. and Raffles Hospital Pte Ltd. Dr Loo was appointed by the President of Singapore as the Non-Resident Ambassador to the Italian Republic from March 2006. He chairs the Sentosa Development Corporation and Sentosa Golf Club. He is a member of the Board of Trustees of Singapore Management University. He is the Chairman of the Asian Medical Foundation Ltd.

Dr Loo was a Nominated Member of Parliament from January 2005 to May 2006 and again from January 2007 to June 2009. He was the former Deputy Chairman of the Action Committee for Entrepreneurship, a public-private collaboration to promote entrepreneurship in Singapore. He also served as a member of the Government Economic Review Committee (ERC) and Chairman of the ERC’s Healthcare Services Working Group. He was a member of the Board of Trustees of Chinese Development Assistance Council. He was appointed by the Minister for Finance to the Council on Corporate Disclosure and Governance, a national body on corporate disclosure and governance including prescribing of accounting standards in Singapore.

In the area of social service, Dr Loo had been active in the fight against drug abuse for more than 20 years. He was the former chairman of National Council Against Drug Abuse and President of Singapore Anti-Narcotic Association.

Besides his medical training, Dr Loo also read Law at the University of London and is a member of Middle Temple.

MRS ARFAT PANNIR SELVAMIndependent Non-Executive Director

Mrs Arfat Pannir Selvam joined the Board on 30 October 2009. She is also a member of Corporate Disclosure Committee and Nominating Committee.

Mrs Selvam is presently the Managing Director of Selvam LLC, a corporate finance law practice and its joint law venture, Duane Morris & Selvam LLP. With over 40 years in legal practice as a corporate finance lawyer, Mrs Selvam has been involved in some landmark Singapore acquisition transactions.

Mrs Selvam is also a Director of CapitaLand Limited, which is listed on the SGX-ST. She was the President of the Law Society of Singapore in 2003. She was also a member of the Senate of the Academy of Law, the Board of Legal Education and the Board of the Accounting and Corporate Regulatory Authority (ACRA). She is a Fellow of the Singapore Institute of Directors. She is also a Director of Singapore Health Services Pte Ltd. Mrs Selvam serves the community through her participation as a member of the Executive Committees of Breast Cancer Foundation, Rahmatan Lil’Alamin Foundation Ltd and President of the Muslim Financial Planning Association.

Mrs Selvam is a graduate of the University of Singapore and was admitted to practise as an Advocate & Solicitor of the Supreme Court of Singapore in 1969.


PROFESSOR TAN KONG YAMIndependent Non-Executive Director

Professor Tan Kong Yam joined the Board on 30 October 2009. He is also a member of Audit Committee and Investment Committee.

Professor Tan is Professor of Economics at the Nanyang Technological University in Singapore. He is also an advisor to CapitaLand Limited (listed on the SGX-ST) on its investments in China.

From 1987 to 1999, Professor Tan was with the National University of Singapore (NUS) where he served as the head of Department of Business Policy at the NUS business school. From 1999 to May 2002, he served as the chief economist of the government of Singapore at the Ministry of Trade and Industry. From June 2002 to June 2005, he was a senior economist at the Beijing office of the World Bank. During this period, he advised the State Council in China on the eleventh five year plan (2006-2010) as a member of the World Bank expert group in 2004.

Professor Tan graduated from Princeton University in 1979 with a degree in economics. He also holds a PhD degree in economics from Stanford University. Prior to joining NUS, Professor Tan has worked at the Hoover Institution at Stanford University, World Bank, the Monetary Authority of Singapore, and was the Director of Research at the Ministry of Trade and Industry in Singapore.

Professor Tan has served as a board member of the Singapore Central Provident Fund Board from 1984 to 1996 and the National Productivity Board from 1989 to 1990. He has also served as a consultant for many organisations including Citigroup (Singapore), Areva, Guangdong provincial government, Samsung Group, Mauritius Government and Ministry of Trade and Industry (Singapore).

MR YAP CHEE KEONGIndependent Non-Executive Director

Mr Yap Chee Keong joined the Board on 30 October 2009. He is also Chairman of Audit Committee and a member of Finance and Budget Committee.

Mr Yap is the Lead Independent Director of The Straits Trading Company Limited (listed on the SGX-ST) and an independent non-executive director of Hup Soon Global Corporation Limited (listed on the SGX-ST). Mr Yap is also the Chairman of the audit committee of these companies. He is also an independent non-executive director of Tiger Airways Holdings Limited (listed on the SGX-ST) and the Chairman of its Remuneration Committee. In addition, he serves as a non-executive director of SPI (Australia) Assets Pty Ltd, chairman of Singapore District Cooling Pte Ltd, a board member of the Accounting and Corporate Regulatory Authority, and a member of the Public Accountants Oversights Committee.

Mr Yap was previously the Chief Financial Officer of the Singapore Power Group (SP) where he was also responsible for corporate planning and strategic investments as well as oversight of the overseas investments of SP which included its Australian investments. Prior to SP, Mr Yap worked as the chief financial officer and in other senior management roles in several multinational and listed companies. Mr Yap has 25 years of experience in senior management, strategic planning, merger and acquisitions, corporate finance, treasury, financial management and risk management functions in diverse industries.

Mr Yap holds a Bachelor of Accountancy from the National University of Singapore and is a Fellow of the Institute of Certified Public Accountants of Singapore and CPA Australia.

BOARD OF DIRECTORS


PRESENT DIRECTORSHIPS

MR LIEW MUN LEONGAscott Residence Trust Management LimitedCapitaCommercial Trust Management LimitedCapitaLand China Holdings Pte LtdCapitaLand Commercial LimitedCapitaLand Financial LimitedCapitaLand Financial Services LimitedCapitaLand Hope FoundationCapitaLand ILEC Pte. Ltd.CapitaLand LimitedCapitaLand Residential Singapore Pte LtdCapitaMall Trust Management LimitedCapitaRetail China Trust Management LimitedCapitaValue Homes LimitedChangi Airport Group (Singapore) Pte. Ltd.China Club Investment Pte LtdChinese Development Assistance Council (Member,

Board of Trustees)NUS Business School (Management Advisory Board

Member)Singapore Exchange LimitedSingapore-China Foundation Ltd.T.C.C. Capital Land LimitedThe Ascott Limited

MS JENNIE CHUAAlexandra Health Pte. Ltd.Ascott Residence Trust Management LimitedAscott Serviced Residence (China) FundCapitaLand Corporate Investments Pte LtdCapitaLand ILEC Pte. Ltd.CapitaValue Homes LimitedCornell-Nanyang Institute of Hospitality Management (Member of Joint Advisory Board)Ministry of Foreign Affairs (Non-Resident Ambassador to

The Slovak Republic)MOH Holdings Pte LtdNanyang Technological University (Director/Trustee)

NYU Tisch School of the Arts, Asia, Ltd.Pas De Deux Holdings Pte LtdPrime Minister’s Office (Justice of the Peace)Sentosa Cove Pte LtdSentosa Cove Resort Management Pte. Ltd.Sentosa Development Corporation (Member)Singapore Chinese Girls’ SchoolSingapore Government (Member of Pro-Enterprise Panel)Singapore International Chamber of CommerceTemasek Foundation CLG LimitedThe Ascott LimitedThe Old Parliament House Limited

MR LIM TSE GHOW OLIVIERAccounting and Corporate Regulatory Authority (ACRA)

Board (Member)Areca Investment Pte LtdAscott Serviced Residence (China) Fund Management Pte. Ltd.Ausprop Holdings LimitedAustraland Holdings LimitedAustraland Investments LimitedAustraland Property LimitedAustvale Holdings LtdCapitaCommercial Trust Management LimitedCapitaLand AIM Pte. Ltd.CapitaLand China Holdings Pte LtdCapitaLand Commercial LimitedCapitaLand Corporate Investments Pte LtdCapitaLand Financial LimitedCapitaLand Financial Services LimitedCapitaLand GCC Holdings Pte. Ltd.CapitaLand ILEC Pte. Ltd.CapitaLand Residential LimitedCapitaLand Residential Singapore Pte LtdCapitaLand Treasury LimitedCapitaMall Trust Management LimitedCapitaValue Homes Limited

AS AT 15 JANUARY 2011, OTHER DIRECTORSHIPS HELD BY THE DIRECTORS ARE AS FOLLOWS:


Hotels & Resorts (UK) LimitedLucid Investments LtdMount Faber Leisure Group Pte. Ltd.Mubadala CapitaLand Real Estate – LLCRaffles Holdings LimitedRaffles Medical Group LtdRHL (Management) Pte. Ltd.RHL Capital Pte. Ltd.Sentosa Development Corporation (Member)Sentosa Leisure Holdings Pte. Ltd.Somerset Land Pte LtdThe Ascott Limited

MR LIM BENG CHEEAlbert Complex Pte LtdCapita Card Pte. Ltd.CapitaLand Retail (BJ1) Holdings Pte. Ltd.CapitaLand Retail (MY) Pte. Ltd.CapitaLand Retail (SI) Investments Pte. Ltd.CapitaLand Retail India Pte. Ltd.CapitaLand Retail Investments (SY) Pte. Ltd.CapitaLand Retail Japan Investments Pte. Ltd.CapitaLand Retail Management Pte LtdCapitaLand Retail Singapore Investments Pte. Ltd.CapitaLand Retail Singapore Investments Two Pte. Ltd.CapitaLand SZITIC (Shenzhen) Property Management

Co., Ltd.CapitaMall Trust Management LimitedCapitaMalls Asia Treasury LimitedCapitaMalls Malaysia REIT Management Sdn. Bhd.CapitaRetail China Fund Management Pte. Ltd.CapitaRetail China Trust Management LimitedCapitaRetail India Fund Management Pte. Ltd.CapitaRetail Japan Fund Management Private LimitedCapitaRetail Japan Fund Private LimitedClarke Quay Pte LtdCMA Japan Holdings Pte. Ltd.CMA Singapore Investments (4) Pte. Ltd.CMA Singapore Investments (5) Pte. Ltd.CMT MTN Pte. Ltd.ION Orchard Link Pte. Ltd.

JG Trustee Pte. Ltd.One Trustee Pte. Ltd.Orchard Turn Developments Pte. Ltd.Orchard Turn Holding Pte. Ltd.Orchard Turn Residential Development Pte. Ltd.Orchard Turn Retail Investment Pte. Ltd.Plaza Singapura (Private) LimitedPremier Healthcare Services International Pte LtdPyramex Investments Pte Ltd

MR SUNIL TISSA AMARASURIYAAmador SAAmarasuriya Holdings Pte Ltd (Sri Lanka)Amarasuriya Holdings Pte. Ltd.ARC Concepts Sdn BhdAudemars Piguet (Singapore) Pte LtdAudemars Piguet Holding SAB P de Silva (Malaysia) Sdn BhdB P de Silva Ceylon LimitedB P de Silva Investments (Pvt) LimitedB P de Silva Japan Pte LtdB P de Silva Jewellers (Pvt) LimitedB.P. de Silva Holdings Pte LtdB.P. de Silva Jewellers Pte. Ltd.B.P. de Silva Private LimitedB.P. de Silva Properties Pte LtdC.S. Asia Investments (Private) LimitedCapital Suisse Asia LimitedCrystal Creation Sdn BhdeBeyonds Pte. Ltd.Envipure Pte. Ltd.Envipure Sdn BhdGemmological Institute of Colombo (Private) LimitedGulhivair Holding SAHi-Tech Power Systems (Pvt) Ltd.Lanka Bloom Foundation (Guarantee) LimitedLeBrassus Sdn BhdMurai Investments LimitedNavitas Systems Pte. Ltd.PS Ventures Lanka (Private) LimitedPS Ventures Pte. Ltd.

PRESENT DIRECTORSHIPS


PT Risis IndonesiaRisis Private LimitedRusitto Pte. Ltd.Shingold (Pte.) Ltd.Silvacos (Private) LimitedSilvador (Private) LimitedSilvaroyal (Colombo) LtdSilvaroyal Private LimitedStorch Brothers (1949) Sdn BhdSunalps Investments Pte. Ltd.Sunalps Pte LtdTea Tang (Pvt) LtdTea Tech Services (Private) LtdThe 1872 Clipper Tea Co. Pte LtdZyrex Power Company Limited

DR LOO CHOON YONGAsian Healthcare Capital Management Pte. Ltd.Asian Medical Foundation Ltd.International Medical Insurers Pte. Ltd.Non-Resident Ambassador to the Republic of ItalyRaffles Hospital Properties Pte. Ltd.Raffles Hospital Pte LtdRaffles Medical Group LtdRaffles Medical Holdings Pte LtdRaffles Medical Properties Pte LtdRMG Capital Pte. Ltd.S&D Holdings Pte. Ltd.Sentosa Development Corporation (Chairman)Sentosa Golf Club (Chairman)Sentosa Leisure Holdings Pte. Ltd.Singapore Management University (Board of Trustees)Straits Land Pte LtdThe Esquire Developments Pte. Ltd.

MRS ARFAT PANNIR SELVAMASA Investment Holdings Pte. Ltd.CapitaLand LimitedDuane Morris & Selvam LLPHDFC Asset Management Company (Singapore) Pte. Ltd.Hope Villages Fund Pte. Ltd.iGlobe Partners (II) Pte. Ltd.iGlobe Partners Pte LtdIndo Development Corporation Pte. Ltd.Indo Land Corporation Pte. Ltd.Muslim Financial Planning AssociationNasdaq OMX (South East Asia & Pacific) Pte. Ltd.Priya-Roshni Private LimitedRahmatan Lil Alamin Foundation Ltd.Selvam LLC (formerly known as Arfat Selvam

Alliance LLC)Selvam Corporate Services Pte. Ltd. (formerly known

as ASA Corporate Services Pte Ltd)Singapore Health Services Pte Ltd

PROFESSOR TAN KONG YAMAPS Asset Management Pte Ltd

MR YAP CHEE KEONGAccounting & Corporate Regulatory AuthorityHup Soon Global Corporation LimitedSingapore District Cooling Pte LtdSPI (Australia) Assets Pty LtdThe Assembly of Christians of Singapore LtdThe Straits Trading Company LimitedTiger Airways Holdings Limited


EXECUTIVE OFFICERS

MR LIM BENG CHEEChief Executive Officer and Executive Director Details of his working experience can be found in the page 26 under the section "Board of Directors."

MR NG KOK SIONGChief Financial Officer Mr Ng joined CapitaLand Limited in September 2005 in the Office of the President. He later assumed the position of Senior Vice President of CapitaLand Eurasia where he was involved in business development and investment management. In October 2008, he was appointed as Senior Vice President, Strategic Finance, CapitaLand Limited, where he was responsible for overseeing the corporate finance matters of the CapitaLand Group. Prior to joining CapitaLand in 2005, Mr Ng spent more than a decade in the oil and gas industry across Asia Pacific and Europe, holding various finance and investment management positions in Exxon-Mobil Asia-Pacific and Shell Oil Products East. Mr Ng graduated with a Degree of Bachelor of Accountancy (Honours) from Nanyang Technological University of Singapore.

MR LOCK WAI HANChief Corporate OfficerMr Lock is responsible for CMA’s corporate support functions including corporate planning, human resources, legal and secretariat, corporate communications, administration, as well as business processes and information technology. Mr Lock has over 20 years of experience in various capacities in the Singapore Civil Service. Most recently, Mr Lock was the Deputy Secretary (Industry & the Arts) at the Ministry of Information, Communications and the Arts, Singapore. He holds a Master of Arts in Engineering and a Bachelor of Arts in Engineering (Honours) from the University of Cambridge, United Kingdom and a Master of Science in Management from the Leland Stanford Junior University, United States.

MR HO CHEE HWEE, SIMON Chief Executive OfficerCapitaMall Trust Management LimitedMr Ho has more than 20 years of experience in real estate investment and management and was responsible for managing the operations of 18 shopping malls in Singapore as well as the operations of CMA’s regional retail portfolio in China, Malaysia, Japan and India prior to assuming the Chief Executive Officer post for CMTML in November 2009. Mr Ho holds a Master of Real Estate and a Bachelor of Science (Estate Management) (Honours) from the National University of Singapore.

MS JESLINE GOH Deputy Chief Executive OfficerCapitaMall Trust Management LimitedJesline has over 14 years of experience in investment and corporate finance, of which more than eight years were in real estate investment management, asset management and creation of private real estate funds. She has been with the CapitaLand Group for close to nine years. In addition to her appointment as Deputy Chief Executive Officer for CMTML, she is also the Deputy Country Head, Singapore for CMA. Jesline is a Chartered Financial Analyst and holds a Bachelor of Business Administration (First Class Honours) from the National University of Singapore.

MR GOH SOON YONG Chief Executive Officer, ChinaBased in Beijing, China, Mr Goh has over 20 years of real estate experience, ranging from public housing estate management, town council property management and business development and was previously the General Manager of Raffles City Shanghai. Mr Goh holds a Master of Science in Real Estate Management and a Bachelor of Science in Estate Management (Honours) degree from the National University of Singapore.


MR TAN TEE HIEONG, TONY Chief Executive OfficerCapitaRetail China Trust Management LimitedMr Tan has over 18 years of experience in international treasury, finance and risk management. Prior to joining CRCTML, Mr Tan was with IKEA for more than nine years, where he held positions as Treasurer and Finance Manager for Asia Pacific region. During those tenures, he also concurrently sat on IKEA’s finance committee for Asia Pacific that oversaw the group’s strategic finance and tax matters. His other experiences prior to joining IKEA include Treasury Accountant for Wearnes International, the trading and distribution arm of WBLand and various trading positions with international banks. Mr Tan holds a Master of Business Administration (Distinction) from the University of Manchester, United Kingdom, and a Bachelor of Accountancy degree from the National University of Singapore.

MS LIM HWEE LI, SHARONChief Executive Officer CapitaMalls Malaysia REIT Management Sdn. Bhd. Based in Kuala Lumpur, Malaysia, Ms Lim has over 14 years of real estate experience including property investment and development, sales and marketing and asset management activities in Australia, Malaysia, the Philippines, Thailand, Vietnam and Singapore. Ms Lim has vast experience in property investment covering the retail, industrial, mixed developments and residential sectors. Ms Lim holds a Master of Business Administration from Murdoch University and a Bachelor of Business (Distinction) degree from the Royal Melbourne Institute of Technology, Australia.

MR KEK CHEE HOWCountry Head, JapanBased in Tokyo, Japan, Mr Kek has over five years of experience in real estate investment management, financing, and asset management. He was previously Head of Business Development in CapitaLand Retail Management Kabushiki Kaisha. A fluent Japanese speaker, Mr Kek is responsible for asset management, capital management and investments for the Japan Fund. Mr Kek holds a Master of Business Administration from The Wharton School, University of Pennsylvania, USA, and a Bachelor of Science degree from the Tokyo Institute of Technology, Japan.

MR KEVIN CHEECountry Head, IndiaMr Chee has more than 18 years of experience in finance and real estate. He started his career as a financial analyst with Royal Dutch Shell before moving to investment banking at Barclays Capital and JP Morgan. Prior to joining CMA, he was the Senior Vice President, Asset Management in YTL Pacific Star REIT Management Limited (the manager of Starhill Global REIT which is listed on SGX-ST), responsible for the strategic management of Starhill Global REIT’s portfolio of assets across Singapore and Japan. Mr Chee graduated with a Bachelor of Business (Honours) in Banking from Nanyang Technological University of Singapore.

MR YONG KAM YUEN, SIMONChief Development OfficerMr Yong is responsible for all regional retail development and asset enhancement projects under CMA’s portfolio. He leads the project management and design management team to align the project design, planning and execution to meet the strategic and business objectives of CMA. Mr Yong has over 29 years of experience in property design, management and development. He holds a Bachelor of Engineering (Mechanical) with First Class Honours from the National University of Singapore and a Master of Science (Industrial Engineering) degree from the National University of Singapore.

MR TOH KIM SAIDeputy Chief Development OfficerMr Toh has 20 years of experience in asset enhancement projects and assists the retail project teams in Singapore, China, India and Japan to create greater asset value through design and project management. A former ASEAN Scholar, he holds a Bachelor of Arts (Architectural Studies) and Bachelor of Architecture (Honours) from the National University of Singapore, and a Master of Science (Management of Technology) from the Massachusetts Institute of Technology, USA. He is a certified Project Management Professional by the Project Management Institute, USA and is a council member of the Society of Project Managers, Singapore. He has also completed the Executive Development Program at Wharton, University of Pennsylvania, USA.


CREATING GREATER VALUE

3,014 STAFF9,312 LEASESS$320,000 DONATED34,071 SHAREHOLDERS

3,014 STAFF9,312 LEASESS$320,000 DONATED34,071 SHAREHOLDERS

CORPORATE GOVERNANCE

CapitaMalls Asia has adopted and implemented high standards of corporate conduct which are in line with the principles of the Code of Corporate Governance 2005 (Code). We believe in the need for developing and maintaining sound and transparent policies and practices to meet our specific business needs and to provide a solid foundation for a trusted and respected business enterprise. We remain focused on the substance and spirit of the principles of the Code while achieving operational excellence and delivering the Group’s long term strategic objectives. This report on our corporate governance practices for our financial year 2010 (Report) describes our application of good governance principles in the spirit of our commitment towards integrity, transparency and excellence. This application is underpinned by sound and proactive systems of internal controls and accountability, which we believe promotes and drives long term sustainable growth and value for our shareholders. The following sections outline our policies and practices, with specific reference to each of the principles of the Code.

(A) BOARD MATTERSBoard’s Conduct of AffairsPrinciple 1: Every company should be headed by an effective Board to lead and control the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

Our Board comprises a majority of non-executive directors who are independent of Management. Each director brings to the Board his skills, experience, insights and sound judgment which, together with strategic networking relationships, serves to further the interests of our Company’s group of companies (Group). At all times, each director is obliged to act honestly and with diligence, and consider the best interests of our Company.

The key roles of our Board are to:

• Guide the corporate strategy and directions of the Group;

• Ensure that Senior Management discharges business leadership and management with integrity and enterprise; and

• Oversee the proper conduct of the Group’s business.

As at 31 December 2010, the Board comprised 10 directors, of whom nine were non-executive directors. With the resignation of Dr Fu Yuning on 1 January 2011, the Board currently comprises nine directors, of whom eight are non-executive directors. They are business leaders and professionals with governmental, financial, banking, trading, real estate, healthcare and legal backgrounds. Profiles of each of the directors are found on pages 24 to 28 of this Report.

The positions of Chairman and Chief Executive Officer (CEO) are separately held by two persons to maintain effective supervision and accountability at each of the Board and Management levels.

The Chairman of our Board is Mr Liew Mun Leong, who brings with him a wealth of experience from his leadership of, and Board participation in, major global companies such as CapitaLand Limited, of which he is President and CEO. Our CEO is Mr Lim Beng Chee, who also brings with him a wealth of real estate investment and asset management experience, including experience from his previous appointments in various positions within the CapitaLand group of companies. Our only executive director is Mr Lim Beng Chee.

The Board has regular discussions on the key activities and business strategies of the Group, during which the Board deliberates, among other things, the strategic policies of the Group, including significant acquisitions and monetisations, approving the annual budget, reviewing the performance of the Group’s businesses, and approving the release of the quarterly and full-year results after they are reviewed by the Audit Committee (whose composition and role are described below).

A total of five Board meetings were held in 2010. A Project Committee meeting attended by the Board was held in 2010 in relation to the listing of CapitaMalls Malaysia Trust. A table of the Board members’ participation in the various Board committees (as further described below) is set out on page 40 of this Report. This reflects each Board member’s additional responsibilities and special focus in the respective Board committees.


A table showing the attendance record of directors at Board meetings and Board committee meetings during the year of 2010 is also set out on page 40 of this Report. We believe in the important contributions of our directors beyond attendance at formal Board and Board committee meetings. To judge a director’s contribution based on his attendance at formal meetings alone would not do justice to his overall contribution, which includes being accessible to Management for guidance or exchange of views outside the formal environment of Board and Board committee meetings.

The Board has adopted a set of internal controls which establishes approval limits for capital expenditure, investments and monetisations, bank borrowings and minimum signature requirements for cheques at the Board level. Approval sub-limits are also provided at Management levels to facilitate operational efficiency.

Changes to regulations and accounting standards are monitored closely by Management. Our directors are briefed during Board meetings or at specially convened sessions conducted by professionals on regulatory changes, including any relevant revisions to accounting standards, that have any significant bearing on our Company’s or directors’ obligations.

Newly appointed directors are briefed by Management on the business activities and strategic directions of the Group. Each director is briefed and provided with a formal letter of appointment setting out his or her duties and obligations. Directors are also briefed and provided with relevant information on our Company’s policies and procedures relating to corporate conduct and governance including disclosure of interests in securities, restricted periods for dealings in our Company’s securities, restrictions on disclosure of confidential or price sensitive information and the disclosure of interests relating to certain property transactions.

Board Composition and GuidancePrinciple 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision-making.

As at 31 December 2010, the Board comprised 10 directors. With the resignation of Dr Fu Yuning on 1 January 2011, the Board comprises nine directors, of whom five are non-executive directors who are independent of Management as well as our substantial shareholders. A director is considered independent if he has no relationship with our Company, our related companies or officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment in the best interests of our Company. Mr Sunil Tissa Amarasuriya, Dr Loo Choon Yong, Mrs Arfat Pannir Selvam, Professor Tan Kong Yam and Mr Yap Chee Keong are considered to be independent directors.

Mr Sunil Tissa Amarasuriya has been an independent director of our Company since 30 October 2009. In FY 2010, a subsidiary of his associate, BP de Silva (Malaysia) Sdn Bhd, is a tenant in Gurney Plaza which is owned by a subsidiary of the Company. The aggregate amounts received in FY 2010 by the Company and its subsidiaries from BP de Silva (Malaysia) Sdn Bhd amounted to approximately S$91,000. Our Company nonetheless considers Mr Amarasuriya as an independent director as the tenancy with BP de Silva (Malaysia) Sdn Bhd was entered into prior to Mr Amarasuriya’s appointment as a director of our Company and was in the ordinary course of business and on market terms. Our Company is also of the view that Mr Amarasuriya is able to exercise strong independent business judgement with a view to the best interests of our Company.



Dr Loo Choon Yong has been an independent director of our Company since 30 October 2009. In FY 2010, the Group paid for healthcare insurance and various medical services from companies within the Raffles Medical Group Ltd (RMG) group of companies (RMG Group). RMG is an associate of Dr Loo. The aggregate amount paid by our Company to the RMG Group in respect of such services in FY 2010 amounted to approximately S$276,000. Our Company nonetheless considers Dr Loo as an independent director as such services were provided by the RMG Group in the ordinary course of business and the amounts paid to the RMG Group were on an arm’s length basis, based on normal commercial terms. Our Company is also of the view that Dr Loo is able to exercise strong independent business judgement with a view to the best interest of our Company.

The composition of the Board enables Management to benefit from their external, diverse and objective perspectives on issues brought before the Board. It also enables the Board to interact and work with Management through a robust exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the roles of Chairman and CEO, provides a healthy professional relationship between the Board and Management with clarity of roles and facilitates robust deliberation on the business activities of the Group.

The Board is supported by Board committees to provide independent supervision of Management. A Nominating Committee (NC) has been established to make recommendations to the Board on all Board appointments and determine a director’s independence. Besides the NC, the other Board committees are the Audit Committee (AC), Executive Resource and Compensation Committee (ERCC), Finance and Budget Committee (FBC), Investment Committee (IC) and the Corporate Disclosure Committee (CDC). Each of these Board committees operate under delegated authority from the Board. The AC and ERCC are made up of independent or non-executive directors.

The Board may form other Board committees as dictated by business imperatives.

Membership of the various Board committees is carefully managed to ensure an equitable distribution of responsibilities among Board members, to maximise the effectiveness of the Board and foster active participation and contribution from Board members. Diversity of experience and appropriate skills are considered. Our Company has also taken steps to ensure that there are appropriate checks and balances between the different Board committees.

Chairman and Chief Executive OfficerPrinciple 3: There should be clear division of responsibilities at the top of the company – the working of the Board and the executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual represents a considerable concentration of power.

To ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making, the roles and responsibilities between the Chairman and CEO are held by separate individuals. The non-executive Chairman, Mr Liew Mun Leong, is responsible for the Board and acts independently in the best interests of our Company and shareholders, while the CEO, Mr Lim Beng Chee, is responsible for the overall operation of the Group’s businesses. The Chairman and CEO are not related to each other.

The Chairman ensures that the members of the Board and Management work together with integrity, competency and moral authority, and that the Board constructively engages Management on strategy, business operations, enterprise risk and other plans.


The CEO is a Board member and has full executive responsibilities over the business directions and operational decisions of the Group. The CEO, in consultation with the Chairman, schedules Board meetings and finalises the preparation of the Board meeting agenda. He ensures the quality and timeliness of the flow of information between Management and the Board. He is also responsible for ensuring that the principles and guidelines of the Code are complied with.

Board MembershipPrinciple 4: There should be a formal and transparent process for the appointment of new directors to the Board.

The NC ensures that the Board and Board committees in the Group comprise individuals who are best able to discharge their responsibilities as directors or, as the case may be, Board committee members, having regard to applicable laws and regulations as well as the highest standards of corporate governance. In performing its role, the NC is guided by its Terms of Reference which sets out its responsibilities.

In particular, the NC reviews and recommends:

• Candidates for appointments on our Company’s Board and Board committees;

• Nomination for re-appointment or re-election or renewal of appointment of Directors; and

• Candidates to be our nominees on the boards and board committees of listed companies and entities within the Group.

The NC sources for candidates who would be able to effectively value add to Management through their contributions in the relevant strategic business are as of the Group and in the constitution of strong and diverse boards. The composition of the Board, including the selection of candidates for new appointments to the Board as part of the Board’s renewal process, is determined using the following principles:

• The Board should comprise directors with a broad range of commercial experience.

• At least one-third of the Board should comprise independent directors.

The selection of candidates is evaluated taking into account various factors including the current and mid-term needs and goals of our Company as well as the relevant expertise of the candidates and their potential contributions.

The NC comprises Dr Loo Choon Yong as the Chairman, Mr Liew Mun Leong and Mrs Arfat Pannir Selvam. The majority of the NC members, including the Chairman, are independent non-executive directors.

We believe that Board renewal is a necessary and continual process for good governance and maintaining relevance to the changing needs of the Group’s businesses. The CEO, as a Board member, is also subject to retirement and re-election by shareholders as part of Board renewal.



Composition of Board and Board Committees

Board Members AuditCommittee

CorporateDisclosureCommittee

ExecutiveResource and

CompensationCommittee

Financeand BudgetCommittee

InvestmentCommittee

NominatingCommittee

Liew Mun Leong – C M – C M

Jennie Chua – – – – – –

Lim Tse Ghow Olivier – M – C M –

Lim Beng Chee – M – M M –

Sunil Tissa Amarasuriya M – M – – –

Dr Fu Yuning1 – – – – – –

Dr Loo Choon Yong – – C – M C

Arfat Pannir Selvam – M – – – M

Professor Tan Kong Yam M – – – M –

Hiroshi Toda2 – – – – – –

Yap Chee Keong C – – M – –

Denotes: C=Chairman M=Member1. Resigned as director with effect from 1 January 2011.2. Resigned as director with effect from 16 June 2010.

The following table sets out a summary of the Board and Board Committee meetings in 2010.

Attendance Record of Board and Board Committee Meetings

Board Members Board AuditCommittee

CorporateDisclosureCommittee

ExecutiveResource and

CompensationCommittee

Financeand BudgetCommittee

InvestmentCommittee

NominatingCommittee

Project Committee

No. of Meetings Held 5 6 – 1 2 – – 1

Liew Mun Leong 5 – – 1 – – – 1

Jennie Chua 4 – – – – – – –

Lim Tse Ghow Olivier 5 – – – 2 – – 1

Lim Beng Chee 5 – – – 2 – – 1

Sunil Tissa Amarasuriya 5 6 – 1 – – – –

Dr Fu Yuning1 2 – – – – – – –

Dr Loo Choon Yong 4 – – 1 – – – 1

Arfat Pannir Selvam 4 – – – – – – –

Professor Tan Kong Yam 3 4 – – – – – –

Hiroshi Toda2 2 – – – – – – –

Yap Chee Keong 5 6 – – 2 – – –

1. Resigned as director with effect from 1 January 2011.2. Resigned as director with effect from 16 June 2010.


Election and re-election of Board members is the prerogative and right of shareholders.

Our Company’s Articles of Association require every director to retire once every three years and for this purpose, one-third of its directors (prioritised by length of service since previous re-election or appointment) to retire and subject themselves to re-election (one-third rotation rule) by shareholders at every Annual General Meeting (AGM). This effectively means that no Director will remain in office for more than three years without being re-elected by shareholders. In addition, a newly-appointed director will submit himself for retirement and re-election at the AGM immediately following his appointment. Thereafter, he is subject to the one-third rotation rule.

The CEO, as a Board member, is also subject to the one-third rotation rule. His role as CEO is separate from his position as a Board member, and does not affect the ability of shareholders to exercise their right to select all Board members.

Directors who are above the age of 70 are also statutorily required to seek re-appointment at each AGM.

Board PerformancePrinciple 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board.

We believe that Board performance is ultimately reflected in the long term performance of the Group.

The financial indicators, set out in the Code as guides for the evaluation of the Board and its directors, are in our opinion more of a measurement of Management’s performance and therefore less applicable to directors. In any case, such financial indicators provide a snapshot of a company’s performance, and do not fully measure the sustainable long term wealth and value creation of our Company.

A more important consideration is that the Board, through the NC, has ensured from the outset the requisite blend of background, experience and knowledge in technology, business, finance and management skills critical to the Group’s businesses. It has from the outset ensured that each director with his special contribution brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made in the interests of the Group. Contributions by an individual Board member can also take other forms, including providing objective perspectives of issues, facilitating business opportunities and strategic relationships, and accessibility to management outside of a formal environment of Board and/or Board committee meetings.

Reviews of Board performance as appropriate are informal. Renewal or replacement of Board members do not necessarily reflect their contributions to date, but may be driven by the need to position and shape the Board in line with the medium term needs of our Company and its business.

Access to InformationPrinciple 6: In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely information prior to Board meetings and on an on-going basis.

The Board is provided with timely and complete information prior to Board meetings and as and when the need arises. New Board members are fully briefed on the businesses of the Group.

Management provides adequate and timely information to the Board on Board affairs and issues requiring the Board’s decision. It also provides ongoing reports relating to operational and financial performance of our Company, such as quarterly management financial reports. Where a physical Board meeting is not possible, the Articles of Association of our Company allow directors to convene meetings by teleconferencing or videoconferencing. Timely communication with members of the Board is effected through electronic means which include electronic mail, teleconferencing and videoconferencing. Alternatively, Management will brief directors in advance before seeking the Board’s approval.



The Board is entitled to have access to Senior Management and the Company Secretary at all times. The Company Secretary attends to corporate secretarial administration matters and is the corporate governance advisor on corporate matters to the board directors and Senior Management. The Company Secretary attends Board meetings. The Board is also entitled to have access to independent professional advice where appropriate.

Board meetings for each year are scheduled in advance in the preceding year to facilitate directors’ individual administrative arrangements in respect of competing commitments.

The AC must also meet the external and internal auditors separately at least once a year, without the presence of the CEO and the Senior Management, in order to have unfettered access to any information that it may require.

(B) REMUNERATION MATTERSProcedures for Developing Remuneration PoliciesPrinciple 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.

Level and Mix of RemunerationPrinciple 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance.

Disclosure on RemunerationPrinciple 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration in the company’s annual report. It should provide disclosure in relation to its remunerative policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance.

We believe that a framework of remuneration for the Board and key executives should not be taken in isolation. It should be linked to the development of management bench strength and key executives to ensure continual development of talent and renewal of strong and sound leadership for the continued success of the business and our Company.

Our Company’s ERCC plays a crucial role in helping to ensure that we are able to recruit and retain the best talents to drive the Group’s businesses forward. It oversees executive compensation and development in our Company.

The ERCC members comprise Dr Loo Choon Yong as the Chairman, Mr Liew Mun Leong and Mr Sunil Tissa Amarasuriya. All the members of the ERCC are non-executive directors, the majority of whom, including the Chairman, are independent. Outside members may be co-opted into the ERCC to provide a global perspective of talent management and remuneration practices.

The ERCC is guided by its Terms of Reference. Specifically, the ERCC will:

• Approve the remuneration framework for non-executive directors;

• Establish compensation policies for key executives;• Approve salary reviews, bonus and incentives for key

executives;• Approve share incentives and share ownership for

executives;• Approve key appointments and review succession

plans for key positions; and• Oversee the development of key executives and younger

talented executives.

The ERCC aims to build capable and committed management teams through competitive compensation, focused management and progressive policies which can attract, motivate and retain a pool of talented executives to meet the current and future growth of our Company.


The ERCC conducts, on an annual basis, a succession planning review of the CEO and selected key positions in our Company. Potential internal and external candidates for succession are reviewed in the light of immediate, medium term and longer term needs.

The ERCC is entitled to seek access to expert professional advice on human resource matters whenever there is a need to consult externally. In its deliberations, the ERCC takes into consideration industry practices and norms in compensation. The CEO is not present during the discussions relating to his own compensation and terms and conditions of service, and the review of his performance. The CEO will be in attendance when the ERCC discusses policies and compensation of his senior team and key staff, as well as major compensation and incentive policies such as the performance share plan and restricted stock plan framework for bonus, staff salary and other incentive schemes. One ERCC meeting was held in 2010.

The CEO as an executive director does not receive director’s fees. He is the lead member of Management. His compensation consists of his salary, allowances, bonuses and share awards pursuant to our Company’s Performance Share Plan and Restricted Stock Plan. The latter is conditional upon him meeting certain performance targets. The details of his compensation package are found in the Other Information section of this Report (Other Information).

Non-executive directors have remuneration packages consisting of directors’ fees, attendance fees and share awards pursuant to our Company’s Performance Share Plan and Restricted Stock Plan. The directors’ fee policy is based on a scale of fees divided into basic retainer fees as director and additional fees for attendance and serving on Board committees. Details of the breakdown are found in the Other Information. Directors’ fees for non-executive directors are subject to the approval of shareholders at each annual general meeting of our Company.

Our key executives have remuneration packages consisting of salaries, allowances, bonuses and share awards pursuant to our Company’s Performance Share Plan and Restricted Stock Plan.

The basis of allocation of the number of share awards takes into account a director’s additional responsibilities at Board committees.

We have disclosed the names and remuneration of our directors and at least the top five executives (who are also not directors) at page 177 and page 178. There were no employees who were immediate family members of a director or the CEO, and whose remuneration exceeded S$150,000, during 2010.

A separate Remuneration Report is not prepared as most of the information is found in the Other Information. Details of the employee share schemes are given in the Directors’ Report on page 88.

(C) ACCOUNTABILITY AND AUDITAccountabilityPrinciple 10: The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

Our Company believes in conducting itself in ways that deliver maximum sustainable value to our shareholders. Best practices are promoted as a means to build an excellent business for our shareholders and our Company is accountable to shareholders for its performance.

Our Company also believes that the separation of the roles of the Chairman and the CEO, and the holding of such appointments by separate individuals, ensures effective supervision of Management and maintenance of accountability of the Board to the shareholders, and of Management to the Board.

Prompt fulfilment of statutory reporting requirements is but one way to maintain shareholders’ confidence and trust in the capability and integrity of our Company.



Audit CommitteePrinciple 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

Our Company’s internal policy requires the AC to have at least three members, all of whom must be non-executive and the majority must be independent.

The AC consists of three directors. Mr Yap Chee Keong, Chairman of the AC, and the other two members, Mr Sunil Tissa Amarasuriya and Professor Tan Kong Yam, are all independent non-executive directors. The members bring with them invaluable managerial and professional expertise in the financial and corporate finance domains.

The AC is guided by its Terms of Reference which defines its scope of authority. Under these Terms of Reference, the responsibilities of the AC include the review of the annual audit plan, adequacy of the internal audit process, results of audit findings and Management’s response, adequacy and effectiveness of internal controls, as well as interested person transactions.

The AC will also review the Group’s quarterly and full-year results and the appointment and re-appointment of auditors before recommending them to the Board for approval. The AC will also approve the compensation of the external auditors, as well as consider the nature and extent of non-audit services and their potential impact on the independence and objectivity of the external auditors.

The AC also reviews internal arrangements designed to enable employees of our Company to raise concerns, in confidence, on possible improprieties in matters of financial reporting or other matters. Pursuant to this, the Board has introduced a Whistle Blowing Policy where staff may raise improprieties to the AC Chairman in good faith, with the confidence that employees making such reports will be treated fairly and be protected from reprisal.

The AC meets with the external and internal auditors, without the presence of Management, at least once a year to discuss the reasonableness of the financial reporting

process, the system of internal control, and the significant comments and recommendations by the auditors. The non-audit fee paid and payable to the external auditors for FY 2010 amount to S$31,000.

A total of six AC meetings were held in 2010.

Internal ControlsPrinciple 12: The Board should ensure that Management maintains a sound system of internal controls to safeguard the shareholders’ investments and the company’s assets.

Internal AuditPrinciple 13: The company should establish an internal audit function that is independent of the activities it audits.

Our Company believes that it has in place a system of internal controls to safeguard shareholders’ interests and the Group’s assets, and also to manage risks. Apart from the AC, other Board committees may be set up from time to time to address specific issues or risks.

The AC’s responsibilities in the Group’s internal controls are complemented by the work of the FBC, which inter alia reviews the Group Finance Manual and the Group’s annual budget. Based on the review of these Board committees, the Board, through the AC, is satisfied that there are adequate internal controls in place within the Group.

With effect from 1 December 2010, the Group’s Internal Audit Department (CMA IA) was formed. Functionally, CMA IA reports directly to the AC and administratively to the CEO. The CMA IA plans its internal audit schedules in consultation with, but independently of, the Management and its plan is submitted to the AC for approval at the beginning of each year. The AC also meets with the CMA IA at least once a year without the presence of the Management.


(D) COMMUNICATION WITH SHAREHOLDERSCommunication with ShareholdersPrinciple 14: Companies should engage in regular, effective and fair communication with shareholders.

Greater Shareholder ParticipationPrinciple 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their view on various matters affecting the company.

Our Investor Relations and Corporate Communications Departments facilitate regular, effective and unbiased communications with our Company’s shareholders, analysts, fund managers and the media.

Our Company’s results for the full year for financial year 2010 was released on a timely basis, within 55 days of the end of the financial year.

Our Company supports the Code’s principle of encouraging shareholder participation. Apart from receiving the annual report in a CD format and notice of the AGM, shareholders are also notified of these announcements as advertised in the press and issued via SGXNET. At the AGM and reception thereafter, shareholders are encouraged to communicate their views and discuss with the Board and Management matters affecting our Company. The respective Chairpersons of the AC, NC and ERCC, and the external auditors, would usually be present at the AGM. Voting in absentia and by email may only be approved by the Board subject to careful study to ensure that the integrity of the information and authentication of the identity of shareholders through the web are not compromised and legislative changes are effected to recognise electronic voting.

The Company continues to reinforce communication with stakeholders and analysts to keep them updated on our financial results as well as our local and overseas corporate activities on a timely and consistent basis. In line with the disclosure requirements mandated under the Listing Manual of the SGX-ST, the Company’s policy is to communicate relevant information soonest possible where immediate disclosure is not practicable. Regular mall visits, briefings and meetings for analysts and the media are held throughout the year. For our half-year and full-year financial results briefings, Senior Management reviews the Group’s most recent performance and discusses our Company’s outlook. In view of transparency and broad dissemination, these briefings are webcast live and accessible to the public on the Group’s website at www.capitamallsasia.com. Materials used in the briefings are published via SGXNET and recordings of the briefings are also archived on the CMA Investor Relations website.

In 2010, we held our inaugural Investor Open Day jointly with CapitaMall Trust Management Limited and CapitaRetail China Trust Management Limited and attracted a total of 450 investors. This event is targeted at promoting open communication with the investors, allowing investors the opportunity to interact directly with Senior Management and to gain more understanding of our business strategy. In addition, Senior Management met with close to 600 institutional investors and analysts through group presentations, one-on-one meetings and conference calls.

Shareholders and potential investors have 24-hour access to CMA’s website, including a dedicated Investor Relations link providing the latest announcements and company’s stock details. In that link, the public is able to post questions via an ‘Ask Us’ email address. In addition, CMA pursues opportunities to keep its retail shareholders informed through the business media, website postings and other publicity channels.


BOARD COMMITTEESIn addition to the NC, ERCC and AC described under Principles 4, 7 and 11, the Board of CMA has set up three other Board committees as follows:

Investment CommitteeThe IC is chaired by Mr Liew Mun Leong and comprises Mr Lim Tse Ghow Olivier, Dr Loo Choon Yong, Professor Tan Kong Yam and Mr Lim Beng Chee, CEO. The IC approves the Group’s investments and monetisations, participation in tenders and bids and acceptance of credit facilities from financial institutions and banks.

Since 2005, the Board had approved the delegation of some of its authority to the various management committees within strict limits.

Finance and Budget CommitteeThe FBC is chaired by Mr Lim Tse Ghow Olivier and comprises Mr Yap Chee Keong and Mr Lim Beng Chee, CEO. The FBC reviews the annual budget and financial policies of the Group.

The FBC was formed in February 2010 and is responsible to review the financial forecasts and the annual financial plan of the Group. In addition, the FBC reviews and approves updates to the CapitaMalls Asia Group Finance Manual.

Corporate Disclosure CommitteeThe CDC is chaired by Mr Liew Mun Leong and comprises Mr Lim Tse Ghow Olivier, Mrs Arfat Pannir Selvam and Mr Lim Beng Chee, CEO.

The CDC was formed in February 2010 and reviews the promptness and comprehensiveness of corporate disclosure issues and key announcements made to the SGX-ST. It ensures the adoption of good corporate governance and best practices in terms of transparency to shareholders and the stakeholders.

DEALINGS IN SECURITIES In line with the best practices outlined under the Listing Manual of the SGX-ST, our Company has issued guidelines to directors and employees in the Group, which sets out prohibitions against dealings in our Company’s securities while in possession of material unpublished price-sensitive information, as well as during two weeks before the release of our Company’s results for the first three quarters and one month before the release of our Company’s full year results.

Directors and employees are also prohibited from dealing in securities of other listed companies in the Group while in possession of unpublished price-sensitive information by virtue of their status as directors and/or employees. They are also made aware of the applicability of the insider trading laws at all times.



RISK ASSESSMENT & MANAGEMENT

Risk assessment and management is an integral part of the strategic and operational decision-making process of CMA.

CMA maintains a prudent risk profile through a risk analysis framework that identifies, measures and mitigates relevant risks and exposures where possible. Potential risks include:

CREDIT RISKJoint venture partners or fund investors may not be able to fulfil their contractual obligations or may not be able to make unexpected capital calls, resulting in financial loss to CMA.

Processes are established to mitigate such risk, through credit evaluation and monitoring of risk associated with the counterparty and quantifying any potential contingent obligations.

DEVELOPMENT AND CONSTRUCTION RISKThe construction and developments of new projects usually take a few years to complete, depending on project size and complexity. There is potential risk that such development and construction projects may not be completed within the anticipated time frame and budget. CMA contains such risk through regular monitoring of the progress of these projects and quantifying the associated risk using the Value-at-Risk model.

FOREIGN EXCHANGE RISK CMA operates internationally and is exposed to various currencies. It maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments. This enables CMA to limit translation exposure to its balance sheet arising from consolidation of its overseas net assets.

INTEREST RATE RISKCMA’s interest rate risk exposure relates mainly to its financial liabilities. This is managed through a prudent and balanced mix of fixed and floating rate borrowings. CMA actively reviews its debt portfolio, taking into account the investment holding period and nature of the assets. This strategy allows CMA to capitalise on less expensive funding in a low interest rate environment and achieve a certain level of protection against rate increases as well as tap on diversified sources of funding. Where appropriate, CMA hedges its interest rate exposure using interest rate swaps for specific underlying debt obligations.

LIQUIDITY AND REFINANCING RISKTo meet capital, refinancing and operating needs, CMA manages its liquidity and refinancing risks by actively managing its operating cash flows, setting up sufficient credit facilities and ensuring its debt maturity profile is well spread out.

PROPERTY RISKReal estate markets are cyclical and significantly affected by global and local conditions, such as government regulations, competition, consumer confidence and demand and supply. Existing and new exposures are evaluated with the Value-at-Risk model adopted from the banking industry and tailored for real estate-specific risks. Stress testing and scenario analyses are performed, and all financial assumptions of project cash flows are benchmarked to ensure forecasts are objective.

Moving forward, CMA will continue to review and adjust its risk management systems and methodologies so as to manage risks proactively, preserve capital and enhance shareholders’ value. CMA’s key risk management principle remains its endeavour to minimise risk.


INVESTOR RELATIONS

Key Indices that CMA is Included inFTSE EPRA1/NAREIT2 Developed Asia Index

FTSE EPRA/NAREIT Developed ex US Index

FTSE EPRA/NAREIT Developed ex Middle East and Africa Index

FTSE EPRA/NAREIT Developed Index

FTSE EPRA/NAREIT Global ex US Index

FTSE EPRA/NAREIT Global Index

FTSE EPRA/NAREIT Asia Pacific

FTSE ST3 All-Share Index

FTSE ST Financials Index

FTSE ST All-Share Index – Real Estate REITs

FTSE ST All-Share Index – Real Estate Investment & Services

FTSE Renaissance Asia Pacific ex Japan IPO Index

FTSE STI4

GPR5 General Index

GPR General ex-US Index

GPR General Far East Index

GPR General Far East ex-Japan Index

GPR General Singapore Index

GPR General Quoted Index

GPR General Quoted ex-US Index

GPR General Quoted Far East Index

GPR General Quoted Far East ex-Japan Index

GPR General Singapore Index

MSCI6 All Country World Index

MSCI World Index

MSCI Europe, Australasia, Far East (EAFE7) Index

MSCI Pacific Index

MSCI Far East Index

MSCI All Country (AC8) Pacific Index

MSCI All Country (AC) Far East Index

MSCI All Country (AC) Asia Index

S&P9 Global BMI Index

S&P Global Property BMI Index

1. European Public Real Estate Association2. National Association of Real Estate Investment Trusts3. Straits Times4. Straits Times Index5. Global Property Research6. MorganStanley Capital International7. Europe AustralAsia and Far East8. All Country9. Standard & Poor’s

For 2010, CapitaMalls Asia used a rigorous investor relations plan to attract and engage investors. We participated in major conferences, roadshows, one-on-one meetings and met with close to 600 institutional investors. With our properties spanning across 5 countries and 49 cities, we conducted regular mall visits in Singapore, China, Malaysia, Japan and India for analysts and investors. During these mall visits, our local team will explain the macro environment which we operate in and our mall management skill set. Besides engaging the institutional equity investors, we began fostering a relationship with bond investors, keeping them updated on our financial results and any other announcements.

In CMA, we value our retail shareholders, who currently make up approximately 8.7% of our shareholding structure. To reinforce communication with these investors, we held our inaugural Investor Open Day jointly with CapitaMall Trust Management Limited and CapitaRetail China Trust Management Limited, attracting a total of 450 investors. Investors were given an opportunity to interact with our Senior Management and hear them present on the business strategy.

In addition to a dedicated investor relations website and a host of investor relations tools used, investors are able to post any query they have through an “Ask Us” email. Through our website, the investment community is able to keep themselves updated on our latest announcements, press releases as well as our business progress.

Towards the end of the year, we conducted a perception study to gather feedback on our business model, quality of management and investor relations efforts from selected investors and analysts whom we met throughout the year. In addition, CMA is pleased to be awarded ‘Most Transparent Company’ under New Issues Category by Securities Investors Association (Singapore) and a certificate of excellence at the IR Magazine Awards 2010.


IR CALENDAR Date Events for CMA Company

3 Feb 10 Full Year FY 2009 Results Briefing to Media & Analysts CMA

3 Feb 10 Post Results Luncheon with Investors UBS

22 - 26 Mar 10 Credit Suisse AIC (Hong Kong) Credit Suisse

28 - 31 Mar 10 China Mall Visit for Analysts CMA

12 Apr 10 CMA AGM CMA

14 Apr 10 CMA 1Q FY 2010 Financial Results CMA

15 Apr 10 Post Results Luncheon with Investors Deutsche Bank

27 Apr 10 Asian Property Conference (Singapore) Citigroup

29 - 30 Apr 10 Non-Deal Roadshow (Sydney) Macquarie

10 - 11 May 10 DB Access Asia Conference (Singapore) Deutsche Bank

5 - 6 Jun 10 Asian Investment Conference & Exhibition (Singapore) SIAS

1 - 2 Jul 10 Mall Visit to Malaysia for Analysts CMA

13 Jul 10 Non-Deal Roadshow (Tokyo) Daiwa

16 - 21 Jul 10 Non-Deal Bond Roadshow (Singapore, HK & London) Morgan Stanley

3 Aug 10 CMA 2Q FY 2010 Results Briefing to Media & Analysts CMA

4 Aug 10 Post Results Luncheon with Investors RBS

30 Aug - 2 Sep 10 Post Results Non-Deal Roadshow (US) JPM

13 Sep 10 Media & Analysts' Briefing cum Site Visit of Bedok Site CMA

16 - 17 Sep 10 Investors’ Conference (HK) CLSA

28 Oct 10 CMA 3Q FY 2010 Financial Results CMA

29 Oct 10 Post Results Meeting with Investors (Equity & Bond) DBS

25 Nov 10 CMA, CMT & CRCT Retail Investor Open Day CMA

29 Nov - 3 Dec 10 Global Property Forum (HK) and Non-Deal Roadshow (Europe) UBS

SHAREHOLDER ENQUIRIESIf you have any enquiries or would like to find out more about CMA, please contact:

Ms Caroline FongInvestor Relations Manager

Tel: (65) 6536 1188Fax: (65) 6536 3884Email: [email protected]

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In 2010, we reinforced our commitment to contribute back to society by expanding our corporate social responsibility (CSR) efforts.

CARING FOR THE COMMUNITYFollowing the success of our “Back to School” event in Singapore in June 2009, we rebranded the programme as “My Schoolbag” from 2010 and widened its reach significantly. From 200 children in Singapore in 2009, we expanded My Schoolbag to benefit more than 11,000 underprivileged children in both Singapore and China in 2010, with a total donation of S$320,000 from CMA. This was made possible with funding of S$300,000 from CapitaLand Hope Foundation, the philanthropic arm of CapitaLand.

We extended My Schoolbag to China for the first time in 2010. From 1 to 13 September, we gave out new schoolbags and stationery to more than 10,000 underprivileged children from 129 schools in 18 cities. This came as a timely gift for the first-year primary school pupils at the start of their school year. We partnered the China Children and Teenagers’ Fund for the event.

In Singapore, we held a four-day event from 22 to 25 November at four of our malls, namely Junction 8, Lot One Shoppers’ Mall, Plaza Singapura and Tampines Mall. The event benefitted some 1,000 underprivileged children aged 7 to 12 years old from three self-help groups,

Chinese Development Assistance Counci (CDAC), MENDAKI and Singapore Indian Development Association (SINDA).

Together with staff volunteers, the children picked out new school shoes, stationery and daily necessities with their $110 worth of CapitaVouchers each. To promote the value of recycling, the children received eco-friendly bags for their items. The half-day shopping treat ended with games, a magic show and lunch.

CARING FOR THE ENVIRONMENTWe are also committed to protecting the environment. At our malls, we have pledged to reduce energy and water usage, and waste generation. Our efforts for our buildings to go green were recognised in Singapore with Raffles City picking up the Building and Construction Authority’s Green Mark Gold award. Over at ION Orchard and Clarke Quay, we have started recycling food waste into end-products such as compost, which can be used as fertiliser. We plan to extend this to other malls in our Singapore portfolio.

Over 50 malls across our five markets of Singapore, China, Malaysia, Japan and India took part in Earth Hour 2010. To promote energy conservation and environmental awareness, we turned off façade and non-essential lights for 10 hours from 8.30 pm on 27 March, in conjunction with CapitaLand’s 10th anniversary.

CORPORATE SOCIAL RESPONSIBILITY


In CMA, we recognise that people are our greatest asset and it is their passion, professionalism, talent and commitment that form the backbone of our success. We adopt an integrated human capital strategy to recruit, develop and motivate employees.

TALENT MANAGEMENTIn line with our rapid growth in Singapore and overseas, we actively seek talents internally and externally to strengthen our bench strength and fuel future expansion. Talents are recruited at different transition points in their career path, from fresh graduates to young, mid-career professionals and industry veterans.

Our robust succession planning and talent management strategies support talent cross-fertilisation where employees are given the opportunity to rotate to different malls, functions, cities or countries as part of their career development.

Committed to being a learning organisation, we offer comprehensive training and development programmes for staff to acquire the relevant knowledge and skills to achieve business excellence. These include study visits to Australia, Japan, The United Kingdom and Hong Kong for staff to gain exposure on exciting/new retail trends and mall management concepts in different parts of the world.

Our core in-house training initiative – CMA Immersion Programme (commonly referred to as “Boot Camp” in China) remains key to our talent development strategy. It is a 5 to 10-day immersion programme aimed at integrating new hires quickly and effectively into our culture and systems. Regular study visits to Singapore are also organised for new hires from China and other overseas offices to familiarise themselves with CapitaLand Group’s businesses and operations.

For members of the Senior Management team with proven track record and leadership potential, we partner with CapitaLand Institute of Management and Business (CLIMB) to provide leadership and management programmes to sharpen their management, leadership and business skills.

COMPETITIVE COMPENSATION AND BENEFITSWe provide a comprehensive and competitive remuneration package which includes short-term cash bonuses and long-term equity-based reward plans such as restricted shares for key managers. Regular benchmarking against different markets and innovation in compensation strategies ensure we remain competitive and continue to attract and retain talent.

ENGAGING OUR PEOPLEIn line with our growth strategy, we believe it is important to integrate and engage staff in all countries through regular communication. Staff communication sessions by senior management are conducted regularly to keep staff abreast of our financial results and strategic business thrusts. Department teambuilding and retreats are also organised to foster greater team spirit in a fun and informal way.

CARING FOR OUR PEOPLE Key to our human resource management philosophy is total wellness for our employees. Workplace total wellness initiatives in 2010 included regular talks and outdoor recreational activities to promote healthy lifestyle and work-life harmony. In October 2010, CMA conducted an Employee Engagement Survey across our five countries with the aim of providing a better work environment for all our employees.

In CMA, we believe our success is shaped by our people and we will continue to manage and develop our human capital.

PEOPLE & TALENT MANAGEMENT


REVENUE UNDER MANAGEMENT

EARNINGS BEFORE INTEREST AND TAX

NET TANGIBLE ASSETS PER SHARE

NET PROFIT GROWTH

S$1.4billion

S$472.4million

S$1.50

8.7%

DELIVERINGSOLID

PERFORMANCE

BUSINESS REVIEW

“Riding out of the economic downturn in 2009, CMA continued to achieve high occupancy rates of 99.0% and had more than 2,700 leases with international and domestic retailers as at

31 December 2010.”

ION Orchard

Bedok Site

SINGAPORE


In Singapore, we have 15 completed shopping malls and three shopping malls under development, with a total GFA of 11.8 million sq ft and 5.5 million sq ft of NLA as at 31 December 2010.

Riding out of the economic downturn in 2009, CMA continued to achieve high occupancy rates of 99.0% and had more than 2,700 leases with international and domestic retailers as at 31 December 2010.

In 2010, CMA sold Clarke Quay, an integrated food and beverage, entertainment and lifestyle riverfront development, to CMT. Clarke Quay is located along the Singapore River, near Singapore’s Central Business District and Marina Bay Sands integrated resort. The asset enhancement works for Raffles City Singapore, which includes the reconfiguration of Basement One and the construction of a new underground link Basement Two, connecting City Hall Mass Rapid Transit MRT station to Esplanade MRT station, were completed in 2010. The enhancement works for JCube (formerly known as Jurong Entertainment

Centre) is on track and Singaporeans can look forward to the first Olympic-size ice rink when the mall opens in the first quarter of 2012. In September 2010, we acquired a prime site next to Bedok Town Centre and the Bedok MRT station. The site is earmarked for a mixed development comprising approximately 500 residential apartments and a retail mall.

CMA is optimistic about the growth prospects for retail in Singapore in 2011. The Ministry of Trade expects Singapore’s economic growth in 2011 to be between 4.0% and 6.0% and tourism is expected to continue its strong growth momentum. On the asset enhancement front, CMT has commenced work on The Atrium@Orchard in January 2011 and this will link The Atrium@Orchard to Plaza Singapura. When completed in 2012, the works will link the lower levels of The Atrium@Orchard to Plaza Singapura, creating an integrated retail mall with estimated NLA of 625,000 sq ft.

Total number of retail properties (including 3 under development)

18Total property value2

(100% basis)

S$11.9billion

Total GFA (sq ft)

11.8million

NPI yield3

5.6%

Total NLA1 (sq ft)

5.5million

Occupancy rate4

99.0%1. Excludes malls under development as at 31 December 2010. 2. Excludes The Orchard Residences.3. Refers to weighted average yield of our operational malls, computed by using the actual net property income for FY 2010, divided by property value as at

31 December 2010. 4. Refers to the weighted average committed occupancy rate for operational malls as at 31 December 2010.


BUSINESS REVIEW

“We plan to double our presence to 100 malls within the next three to five years and further strengthen our position in China as one of its leading shopping mall developers, owners and managers.”

Cuiwei Mall, Beijing

CHINA


China is a key market for CMA. Our investment in China is held through CRCT, four private real estate funds and joint ventures with these funds.

In 2010, we opened five malls in Anyang, Beijing, Harbin, Xinxiang and Zhengzhou. We extended our presence in West and East China through our acquisitions of Meili Mall and Tianfu Mall in Chengdu, as well as the Luwan site and Raffles City Changning in Shanghai.

Out of CMA's 53 malls in China, 38 malls are operational and the remaining 15 malls are under various stages of development. As at 31 December 2010, the total property value of CMA’s China portfolio was S$9.7 billion.

CMA remains optimistic about the growth prospects in China. Strong retail sales growth of 18.4% was registered in 2010 (National Bureau of Statistics of China), a reflection of China’s robust domestic demand that will drive its economic growth. With increasing income levels, continuing urbanisation and high consumer confidence, consumer spending is expected to remain strong.

China’s GDP is projected to grow 9.6% in 2011 (International Monetary Fund). China’s strong domestic demand and economic growth momentum, especially when contrasted with the lackluster growth prospects in the developed markets, will continue to entice retailers to further expand into China. The rapid rise of China’s middle class consumers, estimated to increase from 150 million to more than 400 million over the next decade, offers tremendous growth opportunities for China’s retail market (The Boston Consulting Group).

CMA targets to open five malls in 2011. We plan to double our presence to 100 malls within the next three to five years and further strengthen our position in China as one of its leading shopping mall developers, owners and managers.


53Total property value(100% basis)

S$9.7billion

Total GFA (sq ft)

48.6million

NPI yield2

5.0%

Total NLA1 (sq ft)

17.3million

Occupancy rate3

96.1%1. Excludes malls under development as at 31 December 2010. 2. Excludes completed malls that were operational for less than a year as at 31 December 2010. Refers to weighted average yield of our operational malls,

computed by using the actual net property income for FY 2010, divided by property value as at 31 December 2010. 3. Excludes completed malls that were operational for less than a year as at 31 December 2010. Refers to the weighted average committed occupancy rate as

at 31 December 2010.


BUSINESS REVIEW

“With a committed occupancy rate of 98.3% as at 31 December 2010 and a year-on-year increase in footfall of 18.5%, our Malaysian shopping malls performed well in 2010.”

Queensbay Mall, Penang

MALAYSIA


In 2010 we injected our Malaysian retail assets, namely Gurney Plaza in Penang, an interest in Sungei Wang Plaza in Kuala Lumpur and The Mines in Selangor, into CapitaMalls Malaysia Trust (CMMT).

CMMT, Malaysia’s largest “pure-play” shopping mall REIT, was listed on the Main Market of Bursa Securities on 16 July 2010. We have an effective 41.74% interest in CMMT and a 70.00% shareholding in CMMT’s manager, CapitaMalls Malaysia REIT Management Sdn. Bhd. The listing of CMMT has also provided direct access to both domestic and international investors, which has enhanced CMMT’s financial capacity to seize acquisition opportunities in the fragmented shopping mall sector in Malaysia.

With a committed occupancy rate of 98.3% as at 31 December 2010 and a year-on-year increase in footfall of 18.5%, our Malaysian shopping malls performed well in 2010.

On 12 November 2010, CMMT, through its trustee, exercised the right of first refusal granted by CMA in relation to the extension block to Gurney Plaza (Gurney Plaza Extension) and entered into a sale and purchase agreement to acquire this property for a purchase consideration of RM215.0 million. The said acquisition is subject to, among other things, CMMT’s unitholders’ approval and the completion of a placement of new units in CMMT.

On 22 December 2010, we entered into an agreement to acquire approximately 90.7% of the retail strata area (approximately 916,181 sq ft) and all car park spaces within Penang’s Queensbay Mall for a purchase consideration of approximately RM651.8 million, subject to all relevant regulatory approvals having been obtained. The acquisition substantially strengthens CMA’s market leadership in the state of Penang. Queensbay Mall will be the seed asset for CapitaMalls Asia’s planned RM1.0 billion Malaysian retail property development fund, which is expected to be launched in 2011.

Total number of retail properties1

4Total property value(100% basis)1

S$0.9billion

Total GFA (sq ft)1

4.0million

NPI yield2

6.4%

Total NLA (sq ft)1

2.9million

Occupancy rate2

98.3%1. Includes Gurney Plaza Extension, which is considered part of Gurney Plaza, and Queensbay Mall, which is to be acquired by CMA or its subsidiaries (including

via an asset-backed securitisation structure). The GFA and NLA for Gurney Plaza Extension and Queensbay Mall is as per the relevant press releases/announcements for each property.

2. Excludes Queensbay Mall and Gurney Plaza Extension.


BUSINESS REVIEW

“The 2011 outlook for our business in Japan is expected to improve with the gradual recovery of the Japanese economy, although uncertainties and challenges remain. Our focus will be on improving our overall performance.”

Vivit Square, Tokyo

JAPAN


CMA’s investment in Japan is via the ¥44.1 billion CapitaRetail Japan Fund Private Limited, in which we have a 26.29% stake.

In 2010, we successfully completed a major asset enhancement initiative (AEI) for Vivit Square (Chiba), our largest asset in Japan. With the AEI, we brought in Mr Max and Nojima Electronics as anchor tenants, and also reopened the food court. Post-AEI, we saw an increase of 13.4% in shopper traffic and 37.3% in tenant sales compared to the same period in the previous year. Occupancy also increased to about 90.0%.

As at 31 December 2010, the occupancy and NPI yield on the Japanese portfolio stands at 95.1% and 3.3% respectively.

The 2011 outlook for our business in Japan is expected to improve with the gradual recovery of the Japanese economy, although uncertainties and challenges remain. Our focus will be on improving our overall performance. We will also explore opportunities to make new acquisitions to expand our portfolio in Japan. In addition, we will continue to tap on our strong relationships with Japanese retailers to bring them to the other countries that CMA operates in.

Total number of retail properties


S$0.7billion

Total GFA (sq ft)

1.8million

NPI yield

3.3%

Total NLA (sq ft)

1.5million

Occupancy rate

95.1%


BUSINESS REVIEW

INDIA

“In the Indian retail space, CMA has an early-mover advantage with its portfolio of nine projects. CMA’s business strategy is to leverage on its portfolio of operating and development projects to build a presence and platform in India that would allow it to expand its portfolio over time.”

Atrium of The Celebration Mall, Udaipur, targeted to open in early 2011


CMA’s investment in India is via the S$880.0 million CapitaRetail India Development Fund (CRIDF), in which we have a 45.45% stake.

In the south of India, CRIDF had executed separate joint venture agreements (JVA) with Prestige Group to acquire stakes in six retail projects comprising two in Bangalore, and one each in Hyderabad, Mangalore, Mysore and Cochin. Out of the six projects, Forum Value Mall in Bangalore was completed and opened on 18 June 2009. Planning and construction are underway for the remaining five projects.

In the north of India, CRIDF had executed separate JVAs with Advance India Projects Limited to acquire stakes in three retail projects in Udaipur, Jalandhar and Nagpur. The Celebration Mall, Udaipur is expected to open in early 2011. As for the Nagpur and Jalandhar projects, design and planning are currently in progress with construction targeted to commence shortly.

In the Indian retail space, CMA has an early-mover advantage with its portfolio of nine projects. CMA’s business strategy is to leverage on its portfolio of operating and development projects to build a presence and platform in India that would allow it to expand its portfolio over time.

The potential of the Indian market is considerable given the country’s rapidly growing economy (the Survey of Professional Forecasters conducted by Reserve Bank of India in December 2010 estimated Gross Domestic Product (GDP) growth at 8.7% for FY 2010/11), burgeoning population (1.2 billion people), growing middle class and increasing consumerism. GDP is expected to grow by more than 8.0% over the next two years.



S$0.5billion

Total GFA (sq ft)

7.2million

Total NLA1 (sq ft)

503,941NPI yield

5.0%

Occupancy rate

90.6%1. NLA for India includes loading for common area.


PERFORMANCE REVIEW2010 marked the first full year of operations since CMA’s listing in November 2009. It was an exciting year where we saw several acquisitions and monetisation of assets. The underlying performance of our malls continued to improve with net property yield growing 19.0% in FY 2010 as compared to FY 2009. The better operating performance from our malls coupled with the improving economic conditions and outlook also led to increases in capital values for the Group’s property portfolios in Singapore, China and Malaysia. With these positive attributes, CMA Group achieved a profit after tax and minority interests (PATMI) of S$421.9 million for FY 2010.

During the year, we acquired Meili Mall and Tianfu Mall in Chengdu, as well as invested in shopping mall and office developments in Shanghai Luwan and Raffles City Changning. These acquisitions and investments were part of our strategy to grow our China portfolio to 40.0% of the Group’s assets. In addition, we entered into a joint venture to develop an integrated retail and residential project at the Bedok Town Centre in Singapore, as well as acquired Queensbay Mall in Penang.

The Group not only looked at new investments but also actively evaluated its existing portfolios to unlock shareholders’ value. To this end, the Group monetised

Clarke Quay and three malls in Malaysia, namely Gurney Plaza, Sungei Wang and The Mines, which yielded S$496.0 million net sales proceeds. This was in line with CMA’s strategy to consistently recycle capital for reinvestment.

Compared to FY 2009, FY 2010’s PATMI of S$421.9 million was 8.7% higher than FY 2009’s PATMI of S$388.1 million. This was achieved despite lower revaluation gain of properties, lower profit recognition from sale of units in The Orchard Residences, lower monetisation gain from the sale of properties/investments, as well as higher overheads. The increase in FY 2010’s PATMI was not only contributed by the better operating performance from the malls, it was also due to higher contributions from fund management entities, as well as lower finance costs due to capitalisation of loans from CapitaLand and its related corporation prior to CMA’s Initial Public Offering (IPO) in November 2009.

REVENUEThe increase in revenue from S$228.9 million in FY 2009 to S$245.4 million in FY 2010 was mainly due to higher contributions from the fund management entities and higher project management fee from Singapore. However, the increase was partially offset by loss of revenue from the three malls in Malaysia and Clarke Quay which were monetised

Singapore : 108.7

China : 78.7

Malaysia : 49.5

Japan : 4.7

India : 3.8

Singapore : 84.3

China : 62.9

Malaysia : 79.1

Japan : 2.1

India : 0.5

2010 Revenue by Geographical Location(S$ million)

2009 Revenue by Geographical Location(S$ million)

S$245.4 million

S$228.9 million


in July 2010, as well as lower property management fees from Singapore and China.

Geographically, Singapore, China and Malaysia continued to be the main contributors. The Group will continue with its strategy to grow its presence in these three core markets. In Singapore, revenue for FY 2010 of S$108.7 million was higher than last year by 28.9% mainly due to higher contributions from the fund management entities and project management fee from One-North and JCube. However, the increase was partially offset by loss of revenue arising from the monetisation of Clarke Quay and loss of property management fee from VivoCity as the contract had ended.

Revenue of S$78.7 million from China for FY 2010 was higher by 25.1% compared to FY 2009. This was mainly due to higher contributions from the fund management entities and higher project management fees from China malls.

For Malaysia, FY 2010’s revenue of S$49.5 million was lower by 37.4% compared to FY 2009 mainly due to monetisation of the three malls to CapitaMalls Malaysia Trust (CMMT) in July 2010.

Japan and India both registered higher revenue of S$4.7 million and S$3.8 million respectively mainly due to higher contributions from fund management entities.

EARNINGS ANALYSISThe Group’s earnings before interest and tax (EBIT) for FY 2010 were S$472.4 million. This was 9.3% lower than FY 2009, primarily due to lower revaluation gain of properties, absence of divestment gain from the sale of Link REIT units, lower profit recognition from sale of units in The Orchard Residences as well as lower share of contributions from the three malls in Malaysia and Clarke Quay which were monetised. These were partially offset by higher contributions from ION Orchard which commenced operations in July 2009, higher contributions from CapitaMalls Trust (CMT) and fund management entities, as well as higher foreign exchange gain.

EBIT from Singapore for FY 2010 was lower at S$345.0 million, a decrease of 18.1% from FY 2009. The decrease was primarily due to lower profit recognition from sale of units in The Orchard Residences and lower share of contribution arising from monetisation of Clarke Quay. In addition, revaluation gain for FY 2010 was lower. The decrease was partially mitigated by higher contributions from ION Orchard which commenced operations in July 2009 and higher contributions from the fund management entities.

2010 EBIT by Geographical Location(S$ million)

2009 EBIT by Geographical Location(S$ million)

S$472.4 million

S$521.1 million

Singapore : 345.0

China : 89.4

Malaysia : 52.6

Singapore : 421.0

China : 81.2

Malaysia : 52.4

NoteIncluded EBIT from Japan and India of -S$8.3 million and -S$6.3 million respectively.

NoteIncluded EBIT from Japan and India of -S$20.8 million and -S$12.7 million respectively.


PERFORMANCE REVIEWEBIT from China for FY 2010 was S$89.4 million, an increase of 10.1% from FY 2009. The increase was mainly attributable to higher revaluation gain of investment properties, higher contributions from the three China private equity funds, as well as from the fund management entities. The better performance was achieved despite the absence of divestment gain from the sale of The Link REIT units which was recorded last year.

EBIT from Malaysia for FY 2010 was comparable to FY 2009 at S$52.6 million, mainly due to divestment gain from the sale of the three malls to CMMT and higher foreign exchange gain, but partially offset by lower share of contribution arising from the monetisation of the three malls.

EBIT from Japan for FY 2010 was a loss of S$8.3 million or 59.9% lower than FY 2009. The lower negative EBIT was due mainly to lower share of associates’ revaluation loss of investment properties.

EBIT from India for FY 2010 was a loss of S$6.3 million or 50.5% lower than FY 2009. The lower negative EBIT was mainly due to the lower share of revaluation loss of investment properties in CapitaRetail India Development Fund.

DIVIDENDSThe Board of Directors is pleased to propose a first and final dividend of 2.0 cents per share in respect of the financial year ended 31 December 2010. This amounts to a payout of approximately S$77.7 million based on the number of issued shares as at 31 December 2010. The dividend is subject to shareholders’ approval at the forthcoming Annual General Meeting of the Company.

For FY 2009, a first and final dividend of 1.0 cent per share totalling S$38.8 million was approved and paid in May 2010.

ASSETSThe Group’s total assets as at 31 December 2010 stood at S$6,982.2 million, an increase of S$485.8 million, or 7.5% from 2009’s total assets of S$6,496.4 million. The increase was mainly due to net proceeds from the sale of Clarke Quay and three malls in Malaysia, drawdown of bank loans and issue of medium term notes, new investment in Raffles City Changning, acquisition of Tianfu Mall, progressive

development expenditure for One-North, as well as higher revaluation gain of properties held by our associates. The increase in total assets was partially offset by the monetisation of Clarke Quay and three malls in Malaysia.

BORROWINGSDuring 2010, the Group established the S$2.0 billion Euro-Medium Term Note Programme for which the maiden issue of S$350.0 million 7-year notes was successfully issued. Compared to the net cash position of S$41.4 million at end 2009, the Group had a much higher net cash position of S$618.3 million as at 31 December 2010. This comprised gross debts totaling S$700.0 million with a strong cash position of S$1,318.3 million.

SHAREHOLDERS’ EQUITYAs at 31 December 2010, the Group’s equity attributable to shareholders increased by 6.8% from S$5,459.5 million to S$5,828.5 million. The increase arose from the retained profits made by the Group during the year. The Group’s net tangible assets per share stood at S$1.50 as at 31 December 2010.

FINANCIAL RISK MANAGEMENTThe Group and the Company are exposed to market risk (including interest rate, foreign currency and price risks), credit risk and liquidity risk arising from its diversified portfolio business. The Group’s risk management approach seeks to minimise the potential material adverse effects from these exposures. As a whole, the Group has implemented risk management policies and guidelines which set out its tolerance of risk and its general risk management philosophy. In connection with this, the Group has established a framework and process to monitor the exposures so as to ensure appropriate measures can be implemented in a timely and effective manner. Further details of the Group’s financial risk management objectives and policies can be found under Note 32 to the Financial Statements.

MANAGEMENT AND SOURCES OF FUNDINGThe Group strives to maintain a prudent capital structure and actively reviews its cashflow, debt maturity profile and overall liquidity position on an ongoing basis. Its main sources of operating cashflows are derived from : 1) fee-based incomes from fund management, mall management, project management and property management; 2) related


Singapore : 3,924.6

China : 2,271.9

Malaysia : 508.6

Japan : 130.9

India : 146.2

Singapore : 3,371.4

China : 1,954.8

Malaysia : 893.0

Japan : 139.9

India : 137.3

2010 Assets by Geographical Location(S$ million)

2009 Assets by Geographical Location(S$ million)

S$7.0 billion

S$6.5 billion

TREASURY HIGHLIGHTS2010

S$ million2009

S$ million

Bank Facilities And Available Funds

Bank facilities available 1,532.4 961.5Amount utilised for loans 350.7 442.1Amount utilised for banker’s guarantee 317.6 0.0Available and unutilised 864.1 519.4Unutilised facilities and funds available for use 2,182.4 1,063.7Debt Securities Capacity

Debt securities capacity 1,999.3 60.8Debt securities issued 349.3 60.8Unused debt security capacity 1,650.0 0.0Interest Cover Ratio

Earnings before net interest, tax, depreciation and amortisation 453.6 501.8Net interest expenses (0.4) 86.1Interest cover ratio (times) N.M. 5.8Debt Equity Ratio

Gross debt 700.0 502.9Cash and fixed deposit balances 1,318.3 544.3Net debt 0.0 0.0Equity 5,888.2 5,512.9Net debt to equity ratio (net of cash and fixed deposit balances) N.M. N.M.

DEBT MATURITY PROFILES$ million % of Debt

Maturity Period

Less than 1 year 12.3 1.8Between 1 & 2 years 163.2 23.3Between 2 & 3 years 113.1 16.2Between 3 & 4 years 14.9 2.1Between 4 & 5 years 12.9 1.8After 5 years 383.6 54.8


income comprising primarily rental income arising from investment properties held by its subsidiaries; and 3) recycling of capital through monetisation of assets. As part of its liquidity management, sufficient undrawn banking facilities are set up to support its funding requirements, investment needs and its growth plans.

The Group has a total book equity of S$5,888.2 million, net cash position of S$618.3 million and a strong liquidity position with S$1,318.3 million of cash reserves on the balance sheet. Complemented by available credit facilities of S$864.1 million and debt security capacity of S$1,650.0 million, the Group is in a strong position to support its working capital requirements, refinancing needs and to expeditiously respond to any potential investment opportunities.

FINANCE COSTS FOR THE GROUPFinance costs for the Group was S$25.6 million for the financial year ended 2010, which is 77.0% lower compared to S$111.4 million in FY 2009.

The decrease in finance costs was primarily due to the absence of inter-company loans from CapitaLand and its related corporations as such loans were capitalised on 16 November 2009 prior to the IPO.

SOURCES OF FUNDINGAs at 31 December 2010, 49.9% of the Group’s total debt was raised through the capital market and the balance 50.1% was from bank borrowings. In FY 2009, 12.1% of total debt was raised through capital market and 87.9% from bank borrowings.

COMMITMENT OF FUNDINGAs at 31 December 2010, the Group has available and unutilised credit facilities of S$864.1 million. The Group monitors its asset versus liability match and ensures that an appropriate portion of committed funding is put in place to match the planned investments holding periods. Taking into account the Group’s investment strategy and uncertainty in the global environment, committed financing was secured whenever possible to support its ongoing investments. This was carefully balanced with short term

lines which allowed the Group to optimise the overall cost of funding, facilitate repayment of its debts from monetisations or sale proceeds and yet assured the Group with sufficient financial capacity to support its operations, pursue acquisitions and investment opportunities.

Additionally, the Group reviews its debt profile closely so as to diversify the refinancing risks and spread out the debt maturity. In reviewing the maturity profile of its debt portfolio, the Group also took into account any monetisation or investment plans and the prevailing credit market conditions.

AVAILABLE LINES BY NATIONALITY OF BANKS AS AT 31 DECEMBER 2010The Group continues to maintain and build an extensive and active relationship with a network of international banks. With this varied spectrum of network, the Group is able to tap on the strengths and support from the financial institutions in pursuing its strategic growth and presence, thus enhancing its competitiveness.

INTEREST RATE PROFILEIn managing the interest rate profile, the Group takes into account the interest rate outlook on various currencies of loans, holding periods of its investment portfolio and timing of planned monetisations. As at 31 December 2010, the fixed rate borrowings constitute 71.3% of the debt portfolio and the balance 28.7% were on floating rate basis. As finance cost formed an integral component of the Group’s operating costs, the Group continues to actively review its debt portfolio to achieve a prudent mix of fixed and floating rate borrowings.

INTEREST COVER RATIO (ICR)The Group recorded a net interest income of S$0.4 million in FY 2010 as compared to net interest expense of S$86.1 million in FY 2009.

As a result, the ICR for FY 2010 is not meaningful (FY 2009: 5.8 times).

PERFORMANCE REVIEW


EBITDA vs Net Interest Expense (S$ million) Interest Cover Ratio (ICR)

EBITDA ICRNet Interest Expense

283.6 89.4

3.2

291.4 145.2

2.0

501.8 86.1

5.8

EBITDA vs Net Interest Expense(S$ million)Interest Cover Ratio(Times)

* Net Interest Income for FY2010; ICR not meaningful

N.M.

Sources of Funding (%)

Profile of Fixed & Floating Rate Loans (%)

23.8

76.2

2007

S$98.7m

Debt SecuritiesBank Loans

2007 2008 2009

76.2

23.8

71.8

28.2 87.9

12.1

71.3

28.7

2010

Floating RateFixed Rate

50.1

49.9

S$700.0m

2010

12.1

87.9

2009

S$502.9m

28.2

71.8

2008

S$231.1m

453.6 (0.4)*

600

2007 2008 2009 2010

400

300

200

100

0

-100

500

6

4

3

2

1

0

-1

5


ECONOMIC VALUE ADDED STATEMENTS

Note 2010S$ million

2009S$ million

Net Operating Profit Before Tax 101.9 (79.8)

Adjust for:

Share of results of associates and jointly-controlled entities 344.9 489.5

Interest expense 25.6 111.9

Adjusted Profit Before Interest and Tax 472.4 521.6

Cash operating taxes 1 (20.9) (28.7)

Net Operating Profit After Tax (NOPAT) 451.5 492.9

Average capital employed 2 5,594.6 4,782.1

Weighted average cost of capital (%) 3 5.8 6.3

Capital Charge (CC) 324.5 301.3

Economic Value Added (EVA) [NOPAT – CC] 127.0 191.6

Non-controlling interests (3.5) (1.6)

Group EVA attributable to Equity Holders of the Company 123.5 190.0

Note 1: The reported current tax is adjusted for the statutory tax impact of interest expense.Note 2: Monthly average capital employed included equity, interest-bearing liabilities, timing provision, cumulative goodwill and present value of operating

leases.

Major Capital Components: S$ million

Borrowings 575.7

Equity 4,984.7

Others 34.2

Total 5,594.6

Note 3: The weighted average cost of capital is calculated as follows:i) Cost of Equity using Capital Asset Pricing Model with market risk premium at 5.0% (2009: 5.0%) per annum;ii) Risk-free rate of 2.59% (2009: 2.54%) per annum based on yield-to-maturity of Singapore Government 10-year Bonds;iii) Ungeared beta of 0.64 (2009: 0.63) based on the risk categorisation of the countries that CMA operates in; andiv) Cost of debt rate at 4.22% (2009: 4.29%) per annum using 5-year Singapore Dollar Swap Offer rate plus 187.5 (2009: 187.5) basis points.


VALUE ADDED STATEMENTS

2010S$ million

2009S$ million

Value Added From:

Revenue earned 245.4 228.9

Less bought in materials and services (76.8) (82.1)

Gross Value Added 168.6 146.8

Share of results of associates and jointly-controlled entities 344.9 489.5

Exchange gains / (loss) (net) 3.9 (12.7)

Other operating income / (expense) (net) 51.7 (39.6)

400.5 437.2

Total Value Added 569.1 584.0

Distribution:

To employees in wages, salaries and benefits 107.0 84.4

To government in taxes and levies 25.3 23.5

To providers of capital in:

- Net interest (income) / expense (0.4) 86.0

- Dividends to shareholders 38.8 -

170.7 193.9

Balance Retained in the Business:

Depreciation and amortization 7.2 6.1

Retained profits net of dividends to equity holders of the Company 383.1 388.1

Non-controlling interests 7.6 5.5

397.9 399.7

Non-Production Costs and Income:

Allowance for / (Write back of) doubtful receivables 0.5 (9.6)

Total Distribution 569.1 584.0

Productivity Analysis:

Value added per employee (S$’000)# 57.0 49.9

Value added per dollar of employment cost (S$) 1.58 1.74

Value added per dollar sales (S$) 0.69 0.64

# Based on average 2010 headcount of 2,959 (2009: 2,941).


PORTFOLIO DETAILS

Name Location Holding Entity

Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure

Total Book Value as at

31 Dec 2010S$’00015

Bugis Junction Victoria Street CapitaMall Trust 29.85% 53,708 39,084 99 years expiring in September

2089

815,000

Bukit Panjang Plaza

Jelebu Road CapitaMall Trust 29.85% 19,998 14,077 99 years expiring in November

2093

255,000

Clarke Quay River Valley Road

CapitaMall Trust 29.85% 33,593 27,373 99 years expiring in January 2089

274,000

Funan DigitaLife Mall

North Bridge Road

CapitaMall Trust 29.85% 44,788 27,748 99 years expiring in December

2078

330,000

Hougang Plaza Upper Serangoon Road

CapitaMall Trust 29.85% 7,399 7,000 99 years expiring in February 2090

N.A.3

IMM Building Jurong East CapitaMall Trust 29.85% 132,494 87,672 60 years expiring in January 2049

659,000

ION Orchard Orchard Road Joint Venture 50.00% 87,367 58,139 99 years expiring in March 2105

2,609,000

Junction 8 Bishan CapitaMall Trust 29.85% 34,981 23,295 99 years expiring in August 2090

580,000

JCube (under development to be completed in 2011)

Jurong East CapitaMall Trust 29.85% 26,113 N.A. 99 years expiring in February 2090

N.A.3

Lot One Shoppers’ Mall

Choa Chu Kang CapitaMall Trust 29.85% 28,010 20,285 99 years expiring in November

2092

437,000

One-North(under development to be completed in 2012)

Vista Xchange Green

Directly Held 100.00% Total 62,000(comprising

24,000 commercial & 38,000 civic,

cultural & institutional)

N.A. 60 years expiring in October 2067

208,477

Plaza Singapura Orchard Road CapitaMall Trust 29.85% 70,956 46,277 Freehold 1,034,000

Raffles City Singapore

North Bridge Road

CapitaMall Trust 11.94% 320,737 74,376 99 years expiring in July 2078

2,693,000

Rivervale Mall Rivervale Crescent

CapitaMall Trust 29.85% 10,149 7,537 99 years expiring in December

2096

N.A.3

Sembawang Shopping Centre

Sembawang Road

CapitaMall Trust 29.85% 18,394 11,928 999 years expiring in March

2884

N.A.3

SINGAPORE



Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure1


31 Dec 2010S$’00015

Aidemengdun Mall Daoli District, Harbin

CapitaRetail China Development Fund

II

45.00% 43,851 27,347 Expiring in September 2042

71,954

Anyang Mall Beiguan District, Anyang


45.00% 36,352 25,111 Expiring in March 2046

43,608

Anzhen Mall Chaoyang District, Beijing

CapitaRetail China Trust

27.35% 43,442 43,442 Expiring in October 2034/

March 2042/June 2042

169,676

Chengnanyuan Mall

Qing Yun Pu District, Nanchang


45.00% 44,186 37,490 Expiring in February 2045

47,969

Chikan Mall Chikan District, Zhanjiang


45.00% 47,266 33,249 Expiring in December 2044

55,502

Cuiwei Mall Haidian District, Beijing


45.00% 56,363 35,458 Commercial: Expiring in May 2046

Underground carpark: Expiring

in May 2056

202,184

Duanzhou Mall Duanzhou District,

Zhaoqing


45.00% 44,840 32,663 Expiring in May 2055

51,141

Fucheng Mall Fucheng District,

Mianyang


45.00% Phase 1: 46,802

Phase 2: 45,000

Phase 1: 34,206

Phase 2: N.A.

Phase 1: Expiring in September

2044Phase 2: Expiring

in June 2047

61,448

SINGAPORE

CHINA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

Tampines Mall Tampines Central

CapitaMall Trust 29.85% 44,076 30,513 99 years expiring in August 2091

792,000

The Atrium@Orchard

Orchard Road CapitaMall Trust 29.85% 50,233 34,757 99 years expiring in August 2107

590,000

Bedok Site (under development to be completed in 2015)2

New Upper Changi Road /

Bedok NorthDrive

Joint Venture 50.00% 87,158 N.A. 99 years4 N.A.


PORTFOLIO DETAILSCHINA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure1


31 Dec 2010S$’00015

Gaoxin Mall Gaoxin District, Weifang


45.00% 43,033 36,254 Expiring in October 2044

49,159

Guicheng Mall Nanhai District, Foshan

Directly held jointly with


73.05% 49,070 35,966 Expiring in August 2044

73,341

Jiangbin Mall Licheng District, Quanzhou


45.00% 43,096 30,136 Expiring in February 2045

45,194

Jingyang Mall Hedong District, Deyang


45.00% 39,678 29,617 Expiring in November 2045

49,555

Jinniu Mall Jinniu District, Chengdu


45.00% Phase 1: 57,884

Phase 2: 90,624

Phase 1: 48,185

Phase 2: N.A.

Expiring in October 2044

107,832

Jiulong Mall Chaoyang District, Beijing

CapitaRetail China Trust

27.35% 49,463 49,463 Expiring in July 2042

96,137

Jiulongpo Mall Jiulongpo District,

Chongqing

Directly held jointly with


73.05% 43,167 38,965 Expiring in October 2042

55,502

Jinshui Mall Zhongzhou Road,

Zhengzhou

CapitaRetail China Incubator Fund

30.00% 54,165 35,182 Expiring in July 2045

103,867

Liuquan Mall Zhangdian District,

Zibo

CapitaRetail ChinaDevelopment Fund

45.00% 43,851 30,430 Expiring inMarch 2045

46,383

Longzhimeng Hongkou(under development to be opened in 2011)

Hongkou District,

Shanghai


II

22.50% 227,513 N.A. Expiring inSeptember 2057

1,052,548

Longzhimeng Minhang(under development to be opened in 2011)

Minhang District,

Shanghai

CapitaRetail China Incubator Fund

15.00% 146,843 N.A. Expiring in December 2053

499,118

Luwan Project(under development to be completed in 2015)2

Luwan District,Shanghai

Held with joint-venture partner

66.00% 127,564 N.A. Expiring inJuly 2056

N.A.

Maonan Mall Maogang District,

Maoming

Directly held jointlywith CapitaRetail

China Development Fund

73.05% 37,882 28,472 Expiring inNovember 2044

42,221


CHINA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure1


31 Dec 2010S$’00015

Meili Mall(under development to be completed in 2013)2

Chenghua District,

Chengdu

Directly Held 100.00% 58,350 N.A. Expiring inAugust 2044

N.A.

Nanan Mall Cuiping District,Yibin


45.00% 37,568 27,491 Expiring inMay 2045

39,824

Nancheng Mall Nancheng District,

Dongguan


45.00% 44,489 32,731 Expiring inJanuary 2055

63,232

Peace Plaza Shahekou District, Dalian

CapitaRetail ChinaIncubator Fund


342,921

Qibao Mall Minhang District,

Shanghai

CapitaRetailChina Trust

27.35% 72,729 50,622 Master leaseexpiring in

January 2024

68,386

Raffles City Shanghai

Huangpu District,

Shanghai

Raffles CityChina Fund

8.38% 139,593 110,241 Expiring inApril 2045

1,046,205

Raffles City Beijing Dongcheng District,Beijing


15.00% 110,997 Total62,414

(comprising 40,440 office

& 21,974 retail)

Retail:Expiring inApril 2046

Integrated useand car park:

Expiring inApril 2056

555,809

Raffles City Changning(under development to be completed in 2015)

Changning District,

Shanghai

Held with joint-venture partner

17.10% 237,327 N.A. Expiring inNovember 2055

1,058,4955

Raffles City Chengdu(under development to be completed in 2012)

Wuhou District,Chengdu


15.00% 243,138 N.A. Expiring inDecember 2046

415,667

Raffles City Hangzhou(under development to be completed in 2013/14)

Qianjiang New Town,

Hangzhou


15.00% 300,894 N.A. Expiring inMarch 2049

506,056

Raffles City Ningbo(under development to be completed in 2012)

Jiangbei District, Ningbo


15.00% 101,358 N.A. Commercial: Expiring in

August 2047Residential: Expiring in

August 2077

221,015


PORTFOLIO DETAILSCHINA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure1


31 Dec 2010S$’00015

Rizhao Mall(under development to be completed in 2011)

Junction of Haiqu

East Road andQingdao Road,

Rizhao


30.00% 77,458 N.A. Expiring inNovember 2043

80,477

Saihan Mall Saihan District, Huhhot



60,259

Shapingba Mall2 Shapingba District,

Chongqing


30.00% 41,877 26,721 Master leaseexpiring in

December 2023

N.A.

Shawan Mall Jinniu District, Chengdu


30.00% 38,612 25,499 Commercial:Expiring in

January 2046Underground

carpark:Expiring in

January 2076

66,404

Taiyanggong Mall(under development to be completed in 2012)2

Chaoyang District,Beijing


II

45.00% 83,691 N.A. Expiring inAugust 2044

N.A.

Taohualun Mall Heshan District,Yiyang


45.00% 33,317 23,313 Expiring inJune 2045

37,662

Tianfu Mall(under development to be completed in 2013)

Gaoxin District,

Chengdu

Directly held 100.00% 212,684 N.A. Expiring inFebruary 2048

82,261

TianjinOne Mall Hexi District,Tianjin


30.00% 59,305 39,885 Expiring inSeptember 2054

121,905

Wangjing Mall Chaoyang District,Beijing


27.35% 68,010 55,871 Expiring inMay 2043/May 2053

269,976

Weiyang Mall Weiyang District,

Yangzhou

CapitaRetail ChinaDevelopment

Fund

45.00% 52,536 34,764 Expiring inJuly 2039/April 2045

65,413

Xiangcheng Mall Xiangcheng District,

Zhangzhou

Directly held jointly

with CapitaRetailChina

DevelopmentFund

73.05% 39,170 30,326 Expiring inDecember 2043

51,537


CHINA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure1


31 Dec 2010S$’00015

Ximao Mall(under development to be opened in 2011)2

Haidian District,Beijing


Fund II

45.00% 72,649 39,688 Commercial:Expiring in

January 2043Underground

carpark:Expiring in

January 2053

N.A.

Xindicheng Mall(under development to be completed in 2012)

Yanta District,Xi’an


Fund II


96,731

Xinwu Mall Xinwu District,Wuhu

Joint venture between

CapitaRetail ChinaTrust and

CapitaRetailChina

DevelopmentFund

36.00% 45,634 38,210 Expiring inMay 2044

33,499

Xinxiang Mall Hongqi District,

Xinxiang


Fund


48,366

Xizhimen Mall Xizhimenwai Avenue,

Beijing


27.35% 83,075 51,336 Underground commercial

and retail use: Expiring in

August 2004Integrated use:

Expiring in August 2054

410,315

Xuefu Mall(under development to be opened in 2011)

Nangang District,Harbin


Fund II


88,604

Yuhuating Mall Yuhua District,Changsha

Directly held jointly

with CapitaRetailChina

Development Fund


81,865

Yushan Mall Yushan Town,Kunshan


Fund

45.00% 39,595 28,125 Expiring inMay 2045

51,339

Zhengzhou Mall Erqi District,Zhengzhou


27.35% 92,356 92,356 Expiring inMay 2042

106,841

Zhongshan Mall(under development to be opened in 2012)

Qiaokou District,Wuhan


Fund II

45.00% 112,769 N.A. Expiring inJune 2044

105,849


PORTFOLIO DETAILS

JAPAN


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

Co-op Kobe Nishinomiya-shi,Hyogo

CapitaRetail JapanFund Private

Limited

26.29% 7,970 7,969 Freehold 64,131

Chitose Mall Chitose,Hokkaido


Limited

26.29% 26,336 15,737 Freehold 19,757

Ito Yokado Eniwa Eniwa,Hokkaido


Limited

26.29% 14,843 14,842 Freehold 37,318

Izumiya Hirakata Hirakata-shi, Osaka


Limited

26.29% 20,044 20,041 Freehold 119,952

La Park Mizue Mizue, Edogawa-ku,

Tokyo


Limited

26.29% 18,914 18,428 Freehold 103,331

MALAYSIA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

Gurney Plaza Persiaran Gurney,Penang

CapitaMalls Malaysia

Trust

41.74% 102,836 65,542 Freehold 358,304

Gurney Plaza Extension6,7

Persiaran Gurney,Penang

CapitaMalls Malaysia Trust

41.74% 19,603 13,003 Freehold N.A.

The Mines Jalan Dulang,Selangor


Trust

41.74% 116,786 66,880 99 yearsexpiring in

March 2091

226,870

Sungei Wang Plaza(Strata Parcels)8

Jalan Sultan Ismail,

Kuala Lumpur


Trust

41.74% 47,483 42,093 Freehold 311,842

Queensbay Mall(Strata Parcels)9,10

Bayan Lepas,Penang

Held through subsidiaries

and an asset-backed

securitizationstructure

100.00% 85,115 82,902 Freehold

N.A.



Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

Cochin Mall(under development to be completed in 2014)

Ernakulam District,Cochin

CapitaRetail IndiaDevelopment Fund

11.36%11 102,215 N.A. Freehold 79,605

Forum Value Mall,Bangalore

Whitefield,Bangalore


15.91% 46,817 46,81712 Freehold 79,334

Graphite India,Bangalore(under development to be completed in 2014)13

Whitefield,Bangalore


22.27% 97,731 N.A. Freehold 69,101

Hyderabad Mall(under development to be completed in 2013)

Kukatpally,Hyderabad


11.14% 79,125 N.A. Freehold 77,418

Jalandhar Mall(under development to be completed in 2013)

Jalandhar CapitaRetail IndiaDevelopment Fund

29.54% 103,194 N.A. Freehold 38,047

Mangalore Mall14

(under development to be completed in 2013)

Pandeshwar Road,

Mangalore


15.14% 45,916 N.A. Freehold 40,483

Mysore Mall(under development to be completed in 2013)

Abba Road/ Hyder Ali

Road, Mysore


22.27% 33,417 N.A. Freehold 21,488

INDIA

JAPAN


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

NarashinoShopping Center

Funabashi-shi,Chiba


Limited

26.29% 12,783 10,736 Freehold 58,643

Vivit Square Funabashi-shi,Chiba

CapitaRetail Japan Fund Private

Limited

26.29% 69,444 48,825 Freehold 281,142


INDIA


Effective Stake

(%) GFA

(sqm)

Total Net Lettable

(sqm) Tenure


31 Dec 2010S$’00015

Nagpur Mall(under development to be completed in 2013)

Umrer Road,Nagpur


29.54% 124,610 N.A. Freehold 55,395

The Celebration Mall, Udaipur(under development to be completed in 2011)

Udaipur CapitaRetail IndiaDevelopment Fund

37.27% 36,048 N.A. 99 yearsexpiring inMay 2103

53,282

Note:Total book value of properties held by our subsidiaries (where effective stake is more than 50.00%): $593.3 million, representing 10.2% of net assets attributable to equity holders of the Company.

Excludes our interest in Horizon Realty Fund, which we do not manage.

Our effective interests in properties are based on our direct interests and our interests in the private real estate funds, CMT, CRCT and CMMT as at 31 December 2010.

1. In general, under the Regulations of China concerning the Grant and Assignment of the Rights to Use State-Owned Land Use Rights in Urban Areas, the use of state land is up to 40 years for commercial (which includes wholesale and retail).

2. We do not have equity interests in these properties as at 31 December 2010. For details of the nature and types of property interests we have in our portfolio, please refer to page 119 of our CMA prospectus dated 17 November 2009.

3. Total valuation of these properties is S$428.3 million.4. The tenure expiry date is not issued by the authorities yet.5. Based on the agreed land value in the Sale and Purchase Agreement.6. Gurney Plaza Extension is considered as part of Gurney Plaza.7. Signed, with completion subject to regulatory and unitholders’ approvals and a placement of new units in CMMT. Effective stake subject to change after

completion. 8. Refers to approximately 61.9% of the aggregate surveyed retail floor area of Sungei Wang Plaza and 100% of carpark bays. All information in this table

pertains solely to this strata area.9. Refers to approximately 90.7% of the retail strata area and 100% of the carpark bays. 10. Signed, with completion subject to, among other things, regulatory approvals for the asset-backed securitisation structure. 11. Held through a combination of equity and debentures.12. NLA for India includes loading for common area.13. Asset plan is currently under review.14. The India Development Fund owns a 49.00% interest in a special purpose vehicle that has a 68.00% interest in the property.15. Based on valuation adopted as at 31 December 2010.

PORTFOLIO DETAILS


Statutory accountS

82 Directors’ Report93 Statement by Directors94 Independent Auditors’ Report96 Balance Sheets97 Income Statements

98 Statements of Comprehensive Income

99 Consolidated Statements of Changes in Equity

103 Statements of Changes in Equity

104 Consolidated Statements of Cash Flows

106 Notes to the Financial Statements

contentS

CapitaMalls asia ltd REpoRt to ShAREholDERS 2010 81

We are pleased to submit this annual report to the members of the Company, together with the audited financial statements for the financial year ended 31 December 2010.

DirectorS

the directors in office at the date of this report are as follows:

liew Mun leongChua Kheng Yeng Jennielim tse Ghow olivierlim Beng CheeSunil tissa AmarasuriyaDr loo Choon YongArfat pannir Selvamprofessor tan Kong YamYap Chee Keong

DirectorS’ intereStS in ShareS or DebentureS

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures or options of the Company or of related corporations either at the beginning or at the end of the financial year.

According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50 (the "Act"), particulars of interests of directors who held office at the end of the financial year in shares, debentures, options and awards in the Company and its related corporations are as follows:

Holdings in the name of the director, spouse and/or

infant childrenAt beginning

of the yearAt end

of the year

the Company

Ordinary sharesliew Mun leong 442,000 442,000Chua Kheng Yeng Jennie 156,000 156,000lim tse Ghow olivier 406,000 406,000lim Beng Chee 114,000 114,000Sunil tissa Amarasuriya 25,000 25,000Dr loo Choon Yong 775,000 775,000Arfat pannir Selvam 54,000 54,000Yap Chee Keong 25,000 25,000

DirectorS’ report

82 CapitaMalls asia liMitEd REpoRt to ShAREholDERS 2010

DirectorS’ reportDirectorS’ intereStS in ShareS or DebentureS (cont’D)



of the yearAt end

of the year

the Company (Cont’d)

Contingent award of performance shares 2 to be delivered after 2012lim Beng Chee (197,700 shares) – 0 to 395,4004

award of Restricted shares 3 to be delivered after 2010liew Mun leong – 29,0805

Chua Kheng Yeng Jennie – 7,6005

lim tse Ghow olivier – 16,0005

Sunil tissa Amarasuriya – 13,7005

Dr loo Choon Yong – 16,4005

Arfat pannir Selvam – 12,8005

professor tan Kong Yam – 13,3005

Yap Chee Keong – 16,5005

Contingent award of Restricted shares3 to be delivered after 2010lim Beng Chee (100,000 shares) – 0 to 150,0005

Holding Company, Capitaland limited

Ordinary sharesliew Mun leong 2,628,307 3,356,436Chua Kheng Yeng Jennie 730,469 888,112lim tse Ghow olivier 68,498 155,670lim Beng Chee 296,986 628,734Dr loo Choon Yong 45,000 45,000Arfat pannir Selvam 75,696 179,799

Options to subscribe for ordinary shares exercisable from 28/02/2005 to 27/02/2014 at an exercise price of $0.501 per share

lim Beng Chee 17,763 –

Options to subscribe for ordinary shares exercisable from 26/02/2006 to 25/02/2015 at an exercise price of $1.72 1 per share

lim tse Ghow olivier 57,150 57,150lim Beng Chee 57,150 –

CapitaMalls asia liMitEd REpoRt to ShAREholDERS 2010 83

DirectorS’ intereStS in ShareS or DebentureS (cont’D)



of the yearAt end

of the year

Holding Company, Capitaland limited (Cont’d)


Arfat pannir Selvam 80,880 –


liew Mun leong 493,600 –lim tse Ghow olivier 154,250 154,250lim Beng Chee 185,100 –

Contingent award of performance shares2 to be delivered after 2009liew Mun leong 0 to 727,3384 –¶

Chua Kheng Yeng Jennie 0 to 199,0664 –¶

lim tse Ghow olivier 0 to 181,8344 –¶

lim Beng Chee 0 to 136,3784 –¶

¶ No share was released under the 2007 award.

Contingent award of performance shares2 to be delivered after 2010liew Mun leong (368,7261 shares) 0 to 720,6604 0 to 737,4524

Chua Kheng Yeng Jennie (131,2081 shares) 0 to 256,4404 0 to 262,4164

lim tse Ghow olivier (115,2271 shares) 0 to 225,2064 0 to 230,4544

lim Beng Chee ( 79,8911 shares) 0 to 156,1444 0 to 159,7824

Contingent award of performance shares 2 to be delivered after 2011liew Mun leong (370,2581 shares) 0 to 718,3204 0 to 740,5164

Chua Kheng Yeng Jennie (123,4191 shares) 0 to 239,4404 0 to 246,8384

lim tse Ghow olivier (148,1031 shares) 0 to 287,3284 0 to 296,2064

lim Beng Chee (148,1031 shares) 0 to 287,3284 0 to 296,2064

DirectorS’ report





of the yearAt end

of the year

Holding Company, Capitaland limited (Cont’d)

Contingent award of performance shares 2 to be delivered after 2012liew Mun leong (381,0391 shares) – 0 to 762,0784

Chua Kheng Yeng Jennie (126,9781 shares) – 0 to 253,9564

lim tse Ghow olivier (152,4371 shares) – 0 to 304,8744

Unvested Restricted shares 3 to be delivered after 2007liew Mun leong 97,1327 –lim tse Ghow olivier 30,3547 –lim Beng Chee 18,2127 –

Unvested Restricted shares 3 to be delivered after 2008liew Mun leong 105,3988 53,5541,7

Chua Kheng Yeng Jennie 52,7008 26,7791,7

lim tse Ghow olivier 39,5248 20,0821,7

lim Beng Chee 32,9388 16,7381,7

Arfat pannir Selvam 8,9076 –

Unvested Restricted shares 3 to be delivered after 2009liew Mun leong 0 to 295,4645 171,9581,8

Chua Kheng Yeng Jennie 0 to 110,7995 64,4841,8

lim tse Ghow olivier 0 to 129,2665 75,2311,8

lim Beng Chee 0 to 129,2665 75,2311,8

Arfat pannir Selvam 0 to 33,2945 14,5031,6

award of Restricted shares3 to be delivered after 2010Arfat pannir Selvam – 13,4741,5

Contingent award of Restricted shares 3 to be delivered after 2010liew Mun leong (201,2751 shares) – 0 to 301,9135

Chua Kheng Yeng Jennie ( 75,6061 shares) – 0 to 113,4095

lim tse Ghow olivier ( 87,8661 shares) – 0 to 131,7995

$1.3 billion Convertible Bonds 3.125% due 2018 (aggregate principal amount of bonds which remains outstanding is $1.05 billion)

liew Mun leong – $1,500,000

DirectorS’ report





of the yearAt end

of the year

Related Corporations

australand

stapled securities (comprising ordinary shares in australand Holdings limited and units in australand property trust, australand property trust No. 4 and australand property trust No. 5)

Chua Kheng Yeng Jennie 4,630 4,630

the ascott Capital pte ltd

$50 million 3.10% Fixed Rate Notes due 2010liew Mun leong $1,000,000 –Chua Kheng Yeng Jennie $500,000 –

$150 million 4.70% Fixed Rate Notes due 2011liew Mun leong $1,000,000 $1,000,000Chua Kheng Yeng Jennie $500,000 $500,000

$200 million 4.38% Fixed Rate Notes due 2012liew Mun leong $1,000,000 $1,000,000

$50 million 5.15% Fixed Rate Notes due 2014liew Mun leong $1,000,000 $1,000,000

Footnotes:1 on 30 April 2010 and 3 May 2010, adjustments were made to (i) the exercise prices of unexercised options and (ii) the number of shares under awards

in accordance with the rules of the Capitaland Share option plan, the Capitaland performance Share plan and the Capitaland Restricted Stock plan respectively, arising from the payment of a special dividend of $0.05 per issued ordinary share for the financial year ended 31 December 2009.

2 performance shares are shares under awards pursuant to the Company or Capitaland performance Share plans.3 Restricted shares are shares under awards pursuant to the Company or Capitaland Restricted Stock plans.4 the final number of shares released will depend on the achievement of pre–determined targets over a three–year performance period. No shares will be

released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award.

5 the final number of shares released will depend on the achievement of pre–determined targets at the end of a one–year performance period and the release will be over a vesting period of two to three years. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 150% of the baseline award. the award to non–executive directors will be time–based with no performance conditions and will be released over a vesting period of two years.

6 Being the unvested half of the award.7 Being the unvested one–third of the award.8 Being the unvested two–thirds of the award.

there was no change in any of the above–mentioned directors’ interests in the Company and its related corporations between the end of the financial year and 21 January 2011.

DirectorS’ report


DirectorS’ intereStS in contractS

During the financial year, the directors’ interests in contracts relate to:

(i) transactions amounting to $1,023,418 paid or payable by the Company and its related corporations to firms and/or companies in which Dr loo Choon Yong has substantial financial interests;

(ii) professional consultancy fees of $50,000 paid or payable by Capitaland limited, the Company’s holding company, to professor tan Kong Yam;

(iii) an ongoing tenancy lease agreement entered into between a related corporation and a company in which Mr liew Mun leong is a shareholder;

(iv) professional fees of $16,590 paid or payable by a related corporation to Selvam llC (formerly known as Arfat Selvam Alliance llC), of which Mrs Arfat pannir Selvam is a shareholder; and

(v) sale of residential properties by related corporations to directors and their associates:

Directors Projects Transaction Amountliew Mun leong and his family members 2 units at the Interlace $6,204,500Family member of liew Mun leong 1 unit at the Metropolis RMB1,116,519lim tse Ghow olivier and his family member 1 unit at the Interlace $1,792,300Chua Kheng Yeng Jennie and her family member 1 unit at the Wharf Residence $5,638,300

Save as disclosed above, since the end of the last financial year, no other director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member or with a company in which he has a substantial financial interest.

Directors’ emoluments are disclosed in “other Information”.

arrangementS to enable DirectorS to acquire ShareS anD DebentureS

Except as disclosed under the “Directors’ Interest in Shares or Debentures” and “Share plans” sections of this report, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose object is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Share planS

the Executive Resource and Compensation Committee (“ERCC”) of the Company has been designated as the Committee responsible for the administration of the Share plans. the ERCC comprises the following members:

Dr loo Choon Yong, ChairmanMr liew Mun leongMr Sunil tissa Amarasuriya

DirectorS’ report


Share planS (cont’D)

(a) performance share plan and Restricted stock plan

the performance Share plan and the Restricted Stock plan (collectively referred to as the “Share plans”) were approved and adopted at the Company's Extraordinary General Meeting held on 30 october 2009.

the performance Share plan is intended to apply to a select group of key senior management, while the Restricted Stock plan is intended to apply to a broader base of executives as well as non-executive directors.

Under the performance Share plan, awards granted are conditional on performance targets set based on medium-term corporate objectives. Awards represent the right of a participant to receive fully paid shares, their equivalent cash value or combinations thereof, free of charge, upon the Company achieving prescribed performance target(s). Awards are released once ERCC is satisfied that the prescribed target(s) have been achieved. there are no vesting periods beyond the performance achievement periods.

Under the Restricted Stock plan, awards granted to eligible participants vest only after the satisfactory completion of time–based service conditions or where the award is performance-related, after a further period of service beyond the performance target completion date (performance-based restricted awards). No minimum vesting periods are prescribed under the Restricted Stock plan.

Awards granted under Restricted Stock plan differ from awards granted under the performance Share plan in that an extended vesting period is imposed beyond the performance target completion date, that is, they also incorporate a time-based service condition as well, to encourage participants to continue serving the Group beyond the achievement date of the pre-determined performance target(s). In addition, the Restricted Stock plan also enables grants of fully paid shares to be made to non-executive directors as part of their remuneration in respect of their office as such in lieu of cash.

the principal terms of the Share plans are:

• Duration

the Share plans shall continue to be in force at the discretion of the ERCC, subject to a maximum period of 10 years commencing on 30 october 2009, provided always that the Share plans may continue beyond the above stipulated period with the approval of shareholders in general meeting and of any relevant authorities which may then be required.

Notwithstanding the expiry or termination of the Share plans, any awards made to participants prior to such expiry or termination will continue to remain valid.

• ParticipantsoftheSharePlans

In respect of the performance Share plan and Restricted Stock plan, the following persons shall be eligible to participate:

– Group Executives who have attained the age of 21 years and hold such rank as may be designated by the ERCC from time to time;

– Non–Executive Directors (other than Non–Executive Directors of parent Group) who, in the opinion of the ERCC, have contributed or will contribute to the success of the Group; and

DirectorS’ report



(a) performance share plan and Restricted stock plan (Cont’d)

• ParticipantsoftheSharePlans(Cont’d)

– Executives of Associated Company who have attained the age of 21 years and hold such rank as may be designated by the ERCC from time to time and who, in the opinion of the ERCC, have contributed or will contribute to the success of the Group.

persons who are the Company’s controlling shareholders or their associates as defined in the listing Manual of the Singapore Exchange Securities trading limited (“SGX–St”) are not eligible to participate in all the Share plans.

(b) awards under the Company’s performance share plan

During the financial year, the ERCC of the Company has granted awards conditional on targets set for a performance period, currently prescribed to be a three-year period. A specified number of shares will only be released by the ERCC to the recipient at the end of the qualifying performance period, provided the threshold targets are achieved.

the final number of shares released will depend on the achievement of pre-determined targets over a three–year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award.

Details of the movement in the awards of the Company during the year were as follows:

Movements during the year

Year of Award

Balance as at1 January 2010 Granted Released

Lapsed/ Cancelled

Balance as at31 December 2010

No. of holders No. of shares No. of shares No. of shares No. of shares No. of holders No. of shares

2010 – – 871,700 – – 20 871,700

(c) awards under the Company’s Restricted stock plan

During the financial year, the ERCC of the Company has granted awards conditional on targets set for a performance period, currently prescribed to be a one–year performance period. A specified number of shares will only be released by the ERCC to the recipients at the end of the qualifying performance period, provided the threshold targets are achieved.

the final number of shares released will depend on the achievement of pre-determined targets at the end of a one–year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 150% of the baseline award. the shares have a vesting period schedule of two to three years. Recipients can receive fully paid shares, their equivalent cash value or combinations thereof, at no cost.

the Company has instituted a set of share ownership guidelines for senior management who receive shares under the Restricted Stock plan. Under these guidelines, members of the senior management team are required to retain a portion of the total number of the Company shares acquired through the Restricted Stock plan which will vary according to their job grades and base salaries. the award to non-executive directors will be time–based with no performance conditions and will be released over a vesting period of two years.

DirectorS’ report



(c) awards under the Company’s Restricted stock plan (Cont’d)

Details of the movement in the awards of the Company during the year were as follows:

Movements during the year

Year of Award

Balance as at1 January 2010 Granted Released

Lapsed/ Cancelled

Balance as at31 December 2010

No. of holders No. of shares No. of shares No. of shares No. of shares No. of holders No. of shares

2010 – – 4,633,710 – (516,731) 795 4,116,979

As at 31 December 2010, the number of shares comprised in awards granted under the Company’s Restricted Stock plan is as follows:

2010Equity–settled Cash–settled

Final number of shares has not been determined (baseline award)* 2,907,172 1,209,807

* the final number of shares released could range from 0% to 150% of the baseline award.

During the financial year, no new shares were issued pursuant to the Share plans and accordingly, it did not exceed 15% of the issued share capital of the Company.

Save as disclosed above, there were no unissued shares of the Company or its subsidiaries under the Share plans.

auDit committee

the Audit Committee members at the date of this report are Mr Yap Chee Keong (Chairman), professor tan Kong Yam and Mr Sunil tissa Amarasuriya.

the Audit Committee performs the function specified by Section 201B of the Act, the listing Manual of the SGX–St, and the Code of Corporate Governance.

the principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. Areas of review by the Audit Committee include:

• thereliabilityandintegrityoffinancialstatements;

• the impactofnew,revisedorproposedchanges inaccountingpoliciesor regulatoryrequirementsonthefinancial statements;

• thecompliancewithlawsandregulations,particularlythoseoftheActandtheListingManualoftheSGX–ST;

• theappropriatenessofquarterlyandfullyearannouncementsandreports;

• theadequacyofinternalcontrolsandevaluationofadherencetosuchcontrols;

DirectorS’ report


auDit committee (cont’D)

• theeffectivenessandefficiencyofinternalandexternalaudits;

• theappointmentandre–appointmentofexternalauditorsandthelevelofauditors’remuneration;

• thenatureandextentofnon–auditservicesandtheirimpactonindependenceandobjectivityoftheexternalauditors;

• interestedpersontransactions;

• thefindingsofinternalinvestigation,ifany;

• theframeworkandprocessesestablishedfortheimplementationofthetermsofthecollaborationagreementwith Capitaland limited in order to ensure that such framework and processes remain appropriate;

• theprocessesputinplacetomanageanymaterialconflictsofinterestwithintheGroup;and

• allconflictsofinterestmattersreferredtoit.

the Audit Committee also reviews arrangements by which employees of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. pursuant to this, the Audit Committee has introduced a Whistle Blowing policy where employees may raise improprieties to the Audit Committee Chairman in good faith, with the confidence that employees making such reports will be treated fairly and be protected from reprisal.

the Audit Committee met six times in 2010. Specific functions performed during the year included reviewing the scope of work and strategies of both the internal and external auditors, and the results arising therefrom, including their evaluation of the system of internal controls. the Audit Committee also reviewed the assistance given by the Company’s officers to the auditors. the financial statements of the Group and the Company were reviewed by the Audit Committee prior to the submission to the Board of Directors of the Company for adoption. the Audit Committee also met with the internal and external auditors, without the presence of management, to discuss issues of concern to them.

the Audit Committee has, in accordance with Chapter 9 of the listing Manual of the SGX–St, reviewed the requirements for approval and disclosure of interested person transactions, reviewed the procedures set by the Group and the Company to identify and report and where necessary, seek approval for interested person transactions and, with the assistance of the internal auditors, reviewed interested person transactions.

the Audit Committee also undertook quarterly reviews of all non–audit services provided by KpMG llp and its member firms and was satisfied that they did not affect their independence as external auditors of the Company.

the Audit Committee has recommended to the Board of Directors that the auditors, KpMG llp, be nominated for re–appointment as auditors at the forthcoming Annual General Meeting of the Company.

DirectorS’ report


auDitorS

the auditors, KpMG llp, have expressed their willingness to accept re–appointment.

on behalf of the Board of Directors

liew mun leongDirector

lim beng cheeDirector

25 February 2011

DirectorS’ report


In our opinion:

(a) the financial statements set out on pages 96 to 176 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and of the results, changes in equity and cashflowsoftheGroupandtheresultsandchangesinequityoftheCompanyfortheyearendedonthatdateinaccordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) 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 this statement, authorised these financial statements for issue.

on behalf of the Board of Directors

liew mun leongDirector

lim beng cheeDirector

25 February 2011

Statement by DirectorS


report on the financial StatementS

We have audited the accompanying financial statements of CapitaMalls Asia limited (the “Company”) and its subsidiaries (the “Group”), which comprise the balance sheets of the Group and the Company as at 31 December 2010, the income statements, statements of comprehensive income and statements of changes in equity of the Group and the Company andstatementofcashflowsoftheGroupfortheyearthenended,andasummaryofsignificantaccountingpoliciesand other explanatory notes, as set out on pages 96 to 176.

Management’s responsibility 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 Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, 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 profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ responsibility

our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. the procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements that give a true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

inDepenDent auDitorS’ reportMembers of the CompanyCapitaMalls Asia Limited


Opinion

In our opinion, the consolidated financial statements of the Group and the balance sheet, income statement, statement of comprehensive income and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2010 and the results and changes in equity of the Group andoftheCompanyandcashflowsoftheGroupfortheyearendedonthatdate.

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 subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Kpmg llppublic Accountants andCertified public Accountants

Singapore25 February 2011

inDepenDent auDitorS’ reportMembers of the CompanyCapitaMalls Asia Limited


GROUp COMpaNy2010 2009 2010 2009

Note $’000 $’000 $’000 $’000

assEtsNon-current assetsplant and equipment 3 13,197 14,686 4,292 4,654Investment properties 4 304,429 1,378,567 – –properties under development 5 288,848 127,666 – –Subsidiaries 6 – – 2,846,538 2,712,159Associates 7 3,119,729 2,999,393 – –Jointly-controlled entities 8 1,043,656 794,829 – –other investments 9 378,653 200,028 – –Deferred tax assets 10 203 203 – –other assets 11 16,869 730 – 4

5,165,584 5,516,102 2,850,830 2,716,817

Current assetstrade and other receivables 12 498,281 436,013 2,161,763 1,834,502Cash and cash equivalents 13 1,318,312 544,306 927 355,415

1,816,593 980,319 2,162,690 2,189,917total assets 6,982,177 6,496,421 5,013,520 4,906,734

EQUity aNd liaBilitiEsEquity attributable to owners

of the CompanyShare capital 14 4,605,000 4,605,000 4,605,000 4,605,000Reserves 15 1,223,519 854,472 153,025 103,572

5,828,519 5,459,472 4,758,025 4,708,572Non-controlling interests 59,711 53,413 – –total equity 5,888,230 5,512,885 4,758,025 4,708,572

Non-current liabilitiesloans and borrowings 16 687,692 430,738 – –Deferred tax liabilities 10 33,121 30,065 339 223other non-current liabilities 17 7,376 23,845 1,022 705

728,189 484,648 1,361 928

Current liabilitiestrade and other payables 18 295,396 377,622 254,069 197,164loans and borrowings 16 12,260 72,155 – –Current tax payable 58,102 49,111 65 70

365,758 498,888 254,134 197,234total liabilities 1,093,947 983,536 255,495 198,162total equity and liabilities 6,982,177 6,496,421 5,013,520 4,906,734

balance SheetSAs at 31 December 2010

the accompanying notes form an integral part of these financial statements.


GROUp COMpaNy2010 2009 2010 2009

Note $’000 $’000 $’000 $’000

Revenue 22 245,402 228,946 184,888 158,147Cost of sales (91,803) (100,246) (33,226) (31,320)Gross profit 153,599 128,700 151,662 126,827other operating income 23 82,447 85,019 7,631 2,899Administrative expenses (107,419) (70,212) (57,397) (43,629)other operating expenses (1,099) (111,901) (19,122) (28,313)Finance costs 24 (25,603) (111,430) (1) (510)Share of results (net of tax) of:– Associates 101,275 (53,371) – –– Jointly-controlled entities 243,629 542,878 – –profit before taxation 25 446,829 409,683 82,773 57,274Income tax expense 26 (17,322) (16,027) (205) 458profit for the year 429,507 393,656 82,568 57,732

profit attributable to:owners of the Company 421,906 388,096 82,568 57,732Non-controlling interests 7,601 5,560 – –profit for the year 429,507 393,656 82,568 57,732

Earnings per shareBasic earnings per share (cents) 27 10.9 20.1Diluted earnings per share (cents) 27 10.9 20.1

income StatementS Year ended 31 December 2010



GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

profit for the year 429,507 393,656 82,568 57,732

Other comprehensive incomeExchange differences arising from consolidation of operations

and translation of foreign currency loans (37,439) (25,195) – –Effectiveportionofchangeinfairvalueofcashflowhedges (344) 4,217 – –Change in fair value of available-for-sale investments 25,936 37,451 – –Net change in fair value of available-for-sale investments and cashflowhedgestransferredtoprofitorloss – (52,806) – –

Share of other comprehensive income of associates and jointly-controlled entities (7,888) (33,698) – –

total comprehensive income for the year* 409,772 323,625 82,568 57,732

total comprehensive income attributable to:owners of the Company 403,600 322,293 82,568 57,732Non-controlling interests 6,172 1,332 – –total comprehensive income for the year 409,772 323,625 82,568 57,732

* there are no income tax effects relating to these components of other comprehensive income.

StatementS of comprehenSive incomeYear ended 31 December 2010



Sharecapital

Capitalreserve

Fair value reserve

Currency translation

reserveHedging reserve

Accumulatedprofits

Other reserves

Total attributable

to owners ofthe Company

Non–controlling

interestsTotal

equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupAt 1 January 2009 1,000,000 15,884 9,967 3,651 (6,479) 509,897 – 1,532,920 52,081 1,585,001

total comprehensive income for the year

profit for the year – – – – – 388,096 – 388,096 5,560 393,656Other comprehensive

incomeExchange differences

arising from consolidation of foreign operations and translation of foreign currency loans – – – (20,967) – – – (20,967) (4,228) (25,195)

Effective portion of change in fair value ofcashflowhedges – – – – 4,217 – – 4,217 – 4,217

Change in fair value of available- for-sale investments – – 37,451 – – – – 37,451 – 37,451

Net change in fair value of available-for-sale investments and cashflowhedgestransferred to profit or loss – – (37,537) – (15,269) – – (52,806) – (52,806)

Share of other comprehensive income of associates and jointly-controlled entities – – – (45,234) 11,536 – – (33,698) – (33,698)

total other comprehensive income – – (86) (66,201) 484 – – (65,803) (4,228) (70,031)

total comprehensive income for the year – – (86) (66,201) 484 388,096 – 322,293 1,332 323,625

conSoliDateD StatementS of changeS in equity Year ended 31 December 2010



Sharecapital

Capitalreserve

Fair valuereserve


reserveHedgingreserve

Accumulatedprofits

Otherreserves

Totalattributable

to owners ofthe Company

Non-controlling

interestsTotal

equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group (Cont'd)transactions with

owners, recorded directly in equity

Issue of shares through capitalisation of amounts due to holding company and related corporation (Note 14) 3,605,000 – – – – – – 3,605,000 – 3,605,000

Share of associate’s movement in capital reserve – (6,484) – – – – – (6,484) – (6,484)

Effects of transfer of entities under common control – 3,712 – 1,097 – 24,982 (27,621) 2,170 – 2,170

Cost of share-based payments – 3,573 – – – – – 3,573 – 3,573

total contributions by and distributions to owners 3,605,000 801 – 1,097 – 24,982 (27,621) 3,604,259 – 3,604,259

transfer between reserves – 328 – – – (328) – – – –

At 31 December 2009 4,605,000 17,013 9,881 (61,453) (5,995) 922,647 (27,621) 5,459,472 53,413 5,512,885




Sharecapital

Capitalreserve

Equitycompen-

sationreserve

Fair valuereserve


reserveHedging reserve

Accumu-lated

profitsOther

reserves

Total attributable

to ownersof the

Company

Non-controlling

interestsTotal

equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

GroupAt 1 January 2010 4,605,000 17,013 – 9,881 (61,453) (5,995) 922,647 (27,621) 5,459,472 53,413 5,512,885

total comprehensive income for the year

profit for the year – – – – – – 421,906 – 421,906 7,601 429,507Other

comprehensive income

Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans – – – – (36,010) – – – (36,010) (1,429) (37,439)

Effective portion of change in fair valueofcashflowhedges – – – – – (344) – – (344) – (344)

Change in fair value of available–for–sale investments – – – 25,936 – – – – 25,936 – 25,936

Share of other comprehensive income of associates and jointly–controlled entities – – – – (12,010) 4,122 – – (7,888) – (7,888)

total other comprehensive income – – – 25,936 (48,020) 3,778 – – (18,306) (1,429) (19,735)

total comprehensive income for the year – – – 25,936 (48,020) 3,778 421,906 – 403,600 6,172 409,772




Sharecapital

Capitalreserve

Equitycompen-

sationreserve

Fair valuereserve

Currencytranslation

reserveHedgingreserve

Accumu-lated

profitsOther

reserves

Totalattributable

to ownersof the

Company

Noncontrolling

interestsTotal

equity

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group (Cont'd)transactions

with owners, recorded directly in equity

Capital contributions – – – – – – – – – 126 126

Dividends paid of $0.01 per share – – – – – – (38,840) – (38,840) – (38,840)

Share of associate’s movement in capital reserve – (2,386) – – – – – – (2,386) – (2,386)

Cost of share-based payments – 3,374 3,299 – – – – – 6,673 – 6,673

total contributions by and distributions to owners – 988 3,299 – – – (38,840) – (34,553) 126 (34,427)

transfer between reserves – 615 – – – – (615) – – – –

At 31 December 2010 4,605,000 18,616 3,299 35,817 (109,473) (2,217) 1,305,098 (27,621) 5,828,519 59,711 5,888,230




Sharecapital

Capitalreserve

Accumulatedprofits Total

$’000 $’000 $’000 $’000

CompanyAt 1 January 2009 1,000,000 15,877 26,394 1,042,271total comprehensive income for

the yearprofit for the year – – 57,732 57,732total comprehensive income for

the year – – 57,732 57,732transactions with owners,

recorded directly in equityIssue of shares through

capitalisation of amounts due to holding company and related corporation (Note 14) 3,605,000 – – 3,605,000

Cost of share-based payments – 3,569 – 3,569total transactions with owners 3,605,000 3,569 – 3,608,569At 31 December 2009 4,605,000 19,446 84,126 4,708,572

Sharecapital

Capitalreserve

Equitycompensation

reserveAccumulated

profits Total$’000 $’000 $’000 $’000 $’000

CompanyAt 1 January 2010 4,605,000 19,446 – 84,126 4,708,572total comprehensive income for

the yearprofit for the year – – – 82,568 82,568total comprehensive income for

the year – – – 82,568 82,568transactions with owners,

recorded directly in equityDividends paid of $0.01 per share – – – (38,840) (38,840)Cost of share-based payments – 2,426 3,299 – 5,725total transactions with owners – 2,426 3,299 (38,840) (33,115)At 31 December 2010 4,605,000 21,872 3,299 127,854 4,758,025

StatementS of changeS in equityYear ended 31 December 2010



2010 2009Note $’000 $’000

Operating activitiesprofit after income tax 429,507 393,656Adjustments for:Depreciation of plant and equipment 7,206 6,079Gain on disposal of associates (2,524) –Gain on disposal of available-for-sale investments – (52,806)loss on disposal/write-off of plant and equipment 618 77Gain on disposal of investment properties (10,365) –Share of results of associates and jointly-controlled entities (344,904) (489,507)Changes in fair value of investment properties and properties under

development (37,375) 98,970Share-based payment expenses 8,997 5,245Management fees received in units (12,376) –Dividend income – (3,674)Interest income (26,037) (25,367)Interest expense 25,603 111,430taxation 17,322 16,027

55,672 60,130Changes in working capital:trade and other receivables 55,133 (8,593)trade and other payables (including security deposits) (35,968) 57,515Cash generated from operations 74,837 109,052Income tax paid (19,646) (6,637)Net cash flows generated from operating activities 55,191 102,415

investing activitiesproceeds from disposal of plant and equipment 1,287 88Investment in associates and jointly-controlled entities (14,020) (379,821)Investment in available-for-sale investments (31,717) (190,146)Advances from investee companies – 123Additions to investment properties and properties under development (76,676) (83,496)proceeds from divestment of fund management units 9,166 –Deposits and prepayments to acquire investment properties and properties

under development (83,777) –proceeds from disposal of investment properties 905,494 –Acquisition of subsidiaries, net of cash acquired 28 (74,421) (13,477)proceeds from disposal of available-for-sale investments – 140,640purchase of plant and equipment (7,711) (5,083)Interest income received 5,246 5,871Dividends received from investee company – 8,948Dividends received from associates 98,987 86,653proceeds of loans and advances (to)/from associates and jointly-controlled

entities (110,145) (207,024)Net cash flows generated from/(used in) investing activities 621,713 (636,724)

conSoliDateD StatementS of caSh flowS Year ended 31 December 2010



2010 2009Note $’000 $’000

Financing activitiesRepayment of loan from former non-controlling interests (20,121) –Contributions from non-controlling interests 126 –Repayment of loans to non-controlling interests (124) (72,099)loans from related corporations – 846,486proceeds from bank loans 250,000 391,573Repayment of bank loans (356,210) (5,452)proceeds from issue of debt securities 350,000 –Repayment of debt securities (64,438) (103,810)Refund/(payment) of deposits pledged 1,164 (844)Interest expense paid (21,679) (115,252)Dividends paid (38,840) –Net cash flows generated from financing activities 99,878 940,602

Net increase in cash and cash equivalents 776,782 406,293Effect of exchange rate changes on cash balances held

in foreign currencies (1,612) (890)Cash and cash equivalents at beginning of year 543,142 137,739Cash and cash equivalents at end of year 13 1,318,312 543,142

significant non-cash transactions

there were the following significant non-cash transactions:

(i) During the financial year, a subsidiary received 2,527,219 units in CapitaRetail China trust (“CRCt”), amounting to a fair value of $3.1 million as payment of Manager’s fees for the period from 16 November 2009 to 30 September 2010.

(ii) During the financial year, a subsidiary received 4,990,838 units in CapitaMall trust (“CMt”), amounting to a fair value of $9.3 million as payment of Manager’s fees for the period from 16 November 2009 to 30 September 2010.

(iii) During the financial year, the Group disposed of three investment properties to a related corporation, CapitaMalls Malaysia trust (“CMMt”), at a consideration of $889.7 million, which was settled by cash proceeds of $637.5 million and by way of issuance of 563.5 million units in CMMt to the Group.

(iv) In 2009, the Company increased its share capital by $3,605.0 million through the capitalisation of the loans from holding company and a related corporation (Note 14).

conSoliDateD StatementS of caSh flowS Year ended 31 December 2010



noteS to the financial StatementS these notes form an integral part of the financial statements.

the financial statements were authorised for issue by the Board of Directors on 25 February 2011.

1 Domicile anD activitieS

CapitaMalls Asia limited (the “Company”) is incorporated in the Republic of Singapore and has its registered office at 39 Robinson Road, #18-01, Robinson point, Singapore 068911.

the principal activities of the Company are that of investment holding and provision of management services. the principal activities of the subsidiaries are set out in Note 36 to the financial statements.

the immediate and ultimate holding company is Capitaland limited which is incorporated in the Republic of Singapore.

the consolidated financial statements relate to the Company and its subsidiaries (the “Group”) and the Group’s interests in associates and jointly–controlled entities.

2 baSiS of preparation anD Significant accounting policieS

2.1 Basis of preparation

(a) statement of compliance

the financial statements are prepared in accordance with Singapore Financial Reporting Standards ("FRS").

(b) Basis of measurement

the financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.

(c) Functional and presentation currency

the financial statements are presented in Singapore dollars which is the Company’s functional currency. All financial information presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated.

(d) Use of estimates and judgments

the preparation of financial statements in conformity with FRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.


noteS to the financial StatementS 2 baSiS of preparation anD Significant accounting policieS (cont’D)

2.1 Basis of preparation (Cont’d)

(d) Use of estimates and judgments (Cont’d)

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

Note 4 – Valuation of investment properties

Note 5 – Valuation of properties under development

Note 12 – Recoverability of loans and receivables

Note 32 – Valuation of financial instruments

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

Note 26 – Utilisation of tax losses

Note 30 – Contingent liabilities

(e) Changes in accounting policies

(i) accounting for business combination

the Group has applied FRS 103 Business Combinations (2009) in its accounting for business combinations. Business combinations are now accounted for using the acquisition method as at the acquisition date (see Note 2.2(a)(i)).

previously, business combinations were accounted for under the purchase method. the cost of an acquisition was measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. the excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition was credited to profit or loss in the period of acquisition. For business acquisitions that were achieved in stages, any existing equity interests in the acquiree were not re-measured to their fair value. Contingent consideration was recognised as an adjustment to the cost of acquisition only when it was probable and could be measured reliably.

the change in accounting policy has been applied prospectively to new business combinations occurring on or after 1 January 2010 and has no impact on earnings per share.

(ii) accounting for acquisitions of non–controlling interests

From 1 January 2010, the Group has applied FRS 27 Consolidated and Separate Financial Statements (2009) in accounting for acquisitions of non–controlling interests. See Note 2.2(a)(v) for the new accounting policy.



2.1 Basis of preparation (Cont’d)

(e) Changes in accounting policies (Cont’d)

(ii) accounting for acquisitions of non-controlling interests (Cont’d)

previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.

the change in accounting policy has been applied prospectively and has no impact on earnings per share.

2.2 significant accounting policies

the accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by Group entities, except as explained in note 2.1(e), which addresses changes in accounting policies.

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

the consideration transferred does not include amounts related to the settlement of pre–existing relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

the Group elects on a transaction-by-transaction basis whether to measure non-controlling interests at fair value, or at their proportionate share of the recognised amount of the identifiable net assets of the acquiree, at the acquisition date. If the business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through the profit or loss.



2.2 significant accounting policies (Cont’d)

(a) Basis of consolidation (Cont’d)

(ii) subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. losses applicable to the non–controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. 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 orasanavailable-for-salefinancialassetdependingonthelevelofinfluenceretained.

(iii) special purpose entities

the Group has established a number of special purpose entities ("SpE") for investment purposes. the Group may not have any direct or indirect shareholdings in these entities. An SpE is consolidated if, based on an evaluation of the substance of its relationship with the Group, and the SpE’s risks and rewards, the Group concludes that it controls the SpE. SpEs controlled by the Group were established under terms that impose strict limitations on the decision-making powers of the SpEs’ management and that result in the Group receiving the majority of the benefits related to the SpEs’ operations and net assets, being exposed to the majority of risks incident to the SpEs’ activities, and retaining the majority of the residual or ownership risks related to the SpEs or their assets.

(iv) associates and jointly–controlled entities

AssociatesarethoseentitiesinwhichtheGrouphassignificantinfluence,butnotcontrol,overtheirfinancialandoperatingpolicies.SignificantinfluenceispresumedtoexistwhentheGroupholdsbetween 20% and 50% of the voting power of another entity. Jointly-controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions.

Associates and jointly-controlled entities (collectively referred to as “equity-accounted investees”) are accounted for using the equity method and are recognised initially at cost. the cost of the investments include transaction costs.




(a) Basis of consolidation (Cont’d)

(iv) associates and jointly-controlled entities (Cont’d)

the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the equity-accounted investees, after adjustments to align the accounting policies of the equity-accounted investees with those of the Group, from the date that significant influenceor jointcontrolcommencesuntil thedate thatsignificant influenceor jointcontrolceases.

When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest is reduced to zero and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

(v) acquisition of non-controlling interests

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions.

(vi) transactions eliminated on consolidation

Intra–group balances, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly-controlled entities are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(vii) accounting for subsidiaries, associates and jointly-controlled entities by the Company

Investments in subsidiaries, associates and jointly-controlled entities are stated in the Company’s balance sheet at cost less accumulated impairment losses.

(b) Foreign currencies

(i) Foreign currency transactions

Items included in the financial statements of each entity in the Group are measured using the currencythatbestreflectstheeconomicsubstanceoftheunderlyingeventsandcircumstancesrelevant to that entity (the “functional currency”).

transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical costs are translated using the exchange rate at the date of the transaction.




(b) Foreign currencies (Cont’d)

(i) Foreign currency transactions (Cont’d)

Foreign currency differences arising from retranslation are recognised in profit or loss, except for differences arising from the retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation (see (iii) below), or qualifying cashflowhedges,whicharerecognisedinothercomprehensiveincome.

(ii) Foreign operations

the assets and liabilities of foreign operations, including fair value adjustments arising from the acquisition, are translated to Singapore dollars at exchange rates prevailing at the reporting date. the income and expenses of foreign operations are translated to Singapore dollars at exchange rates at the dates of the transactions. Fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. however, if the operation is not a wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significantinfluenceorjointcontrolislost,thecumulativeamountinthetranslationreserverelatedto that foreign operation is transferred to profit or loss 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 non-controlling interests. When the Group disposes of only part of its investment in an associate or jointly-controlled entitythat includesaforeignoperationwhileretainingsignificant influenceor jointcontrol, therelevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation. these are recognised in other comprehensive income, and are presented in the translation reserve in equity.

(iii) Hedge of a net investment in foreign operation

the Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Company’s functional currency (Singapore dollars), regardless of whether the net investment is held directly or through an intermediate parent.




(b) Foreign currencies (Cont’d)

(iii) Hedge of a net investment in foreign operation (Cont’d)

Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income to the extent the hedge is effective, and presented within equity in the foreign currency translation reserve. to the extent that the hedge is ineffective, such differences are recognised in profit or loss. When the hedged net investment is disposed of, the relevant amount in the foreign currency translation reserve is transferred to profit or loss as part of the profit or loss on disposal.

(c) plant and equipment

plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.

Subsequent expenditure relating to plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the originally assessedstandardofperformanceoftheexistingasset,willflowtotheGroup.Allothersubsequentexpenditure is recognised as an expense in the period in which it is incurred.

Depreciation is recognised on a straight–line basis over their estimated useful lives of each component of an item of plant and equipment as follows:

Improvement to premises – 3 to 5 years

plant, machinery and other improvements – 3 to 10 years

Motor vehicles – 5 years

Furniture, fittings and equipment – 2 to 5 years

the assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if necessary, at each reporting date.

(d) investment properties and properties under development

Investment properties are properties held either to earn rental income or for capital appreciation or both. properties under development are properties being constructed or developed for future use as investment properties. they are not for sale in the ordinary course of business, used in the production or supply of goods or services, or for administrative purposes.

Investment properties and properties under development are initially recognised at cost, including transaction costs, and subsequently at fair value with any change therein recognised in profit or loss. Rental income from investment properties is accounted for in the manner described in Note 2.2(l). the fair value is based on internal valuation or independent professional valuation. Independent professional valuation is obtained at least once every three years.




(d) investment properties and properties under development (Cont’d)

When an investment property or property under development is disposed of, the resulting gain or loss recognised in profit or loss is the difference between net disposal proceeds and the carrying amount of the property.

(e) Financial instruments

(i) Non–derivative financial instruments

Non–derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Non–derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non–derivative financial instruments are measured as described below.

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flowsfromthefinancialassetsexpireoriftheGrouptransfersthefinancialassettoanotherpartywithout retaining control or transfers substantially all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and bank deposits.

available–for–sale financial assets

Subsequent to initial recognition, they are measured at fair value and changes therein, other than for impairment losses, and foreign exchange differences on available-for-sale monetary items (see Note 2.2(b)), are recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.

Investment in equity securities whose fair value cannot be reliably measured are measured at cost less impairment loss.

Others

Subsequent to intial recognition, other non-derivative financial instruments which are categorised as loans and receivables or financial liabilities, are measured at amortised cost using the effective interest method, less any impairment losses.




(e) Financial instruments (Cont’d)

(ii) derivative financial instruments and hedging activities

the Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. 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 profit or loss.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Cash flow hedges

Changesinthefairvalueofthederivativehedginginstrumentdesignatedasacashflowhedgearerecognised directly in other comprehensive income and presented in the hedging reserve in equity to the extent that the hedge is effective. to the extent that the hedge is ineffective, changes in fair value are recognised in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.

When the hedged item is a non–financial asset, the amount recognised in equity is transferred to the carrying amount of the asset when it is recognised. In other cases, the amount recognised in equity is transferred to profit or loss in the same period that the hedged item affects profit or loss.

Fair value hedges

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognised in profit or loss. the hedged item is stated at fair value in respect of the risk being hedged, with any gain or loss being recognised in the profit or loss.

separable embedded derivatives

Changes in the fair value of separable embedded derivatives are recognised immediately in profit or loss.

(iii) Financial guarantees

Financial guarantee contracts are classified as financial liabilities unless the Group or the Company has previously asserted explicitly that it regards such contracts as insurance contracts and accounted for them as such.





(iii) Financial guarantees (Cont'd)

Financial guarantees classified as financial liabilities

Such financial guarantees are recognised initially at fair value and classified as financial liabilities. Subsequent to initial measurement, the financial guarantees are stated at the higher of (i) the amount that would be recognised if they were accounted for as contingent liabilities; and (ii) the initial fair value less cumulative amortisation. When financial guarantees are terminated before their original expiry date, the carrying amount of the financial guarantees is transferred to profit or loss.

Financial guarantees classified as insurance contracts

these financial guarantees are accounted for as insurance contracts. provision is recognised based on the Group’s or the Company’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date.

the provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount recognised and the amount that would be required to settle the guarantee contract.

(iv) impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicatesthatoneormoreeventshavehadanegativeeffectontheestimatedfuturecashflowsofthat asset.

Individually significant financial assets are tested for impairment on an individual basis. the remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

In assessing collective impairment, the Group uses historical trends of probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or lesser than that suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the differencebetweenitscarryingamount,andthepresentvalueoftheestimatedfuturecashflowsdiscountedattheoriginaleffectiveinterestrate.Lossesarerecognisedinprofitorlossandreflectedas an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Impairment losses on available-for-sale financial asset are recognised by reclassifying the losses accumulated in the available-for-sale reserve in equity to profit or loss. the cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss recognised previously in profit or loss. Changes in impairment provision attributable to application oftheeffectiveinterestmethodarereflectedasacomponentofinterestincome.





(iv) impairment of financial assets (Cont’d)

If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. however, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.

(f) impairment – non-financial assets

the carrying amounts of the Group’s non-financial assets, other than investment properties and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit (“CGU”) exceeds its estimated recoverable amount.

the recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs tosell.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthetimevalueofmoneyandthe risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be testedindividuallyaregroupedtogetherintothesmallestgroupofassetsthatgeneratecashinflowsfromcontinuingusethatarelargelyindependentofthecashinflowsofotherassetsorCGU.

Impairment losses are recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.

Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill that forms part of the carrying amount of an investment in an associate is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in an associate is tested for impairment as a single asset when there is objective evidence that the investment in an associate may be impaired.

(g) development properties for sale

Development properties for sale are stated at the lower of cost plus, where appropriate, a portion of the attributable profit, and estimated net realisable value, net of progress billings. Net realisable value represents the estimated selling price less costs to be incurred in selling the property.




(g) development properties for sale (Cont’d)

the cost of properties under development comprises specifically identified costs, including acquisition costs, development expenditure, borrowing costs and other related expenditure. Borrowing costs payable on loans funding a development property are also capitalised, on a specific identification basis, as part of the cost of the development property until the completion of development.

(h) share capital

ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

(i) Employee benefits

short term employee benefits

All short term employee benefits, including accumulated compensated absences, are recognised in profit or loss in the period in which the employees render their services.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

defined contribution plans

Contributions to post-employment benefits under defined contribution plans are recognised as an expense in profit or loss as incurred.

share-based payments

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 date of the grant. At each reporting date, the number of equity instruments that are expected to be vested are estimated. the impact on the revision of original estimates is recognised as an expense and as a corresponding adjustment to equity over the remaining vesting period, unless the revision to original estimates is due to market conditions. No adjustment is made if the revision or actual outcome differs from the original estimate 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 as an expense for the period.




(i) Employee benefits (Cont’d)

share-based payments (Cont'd)

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.

(j) provision

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligationthatcanbeestimatedreliably,anditisprobablethatanoutflowofeconomicbenefitswillberequired to settle the obligation.

A provision for onerous contract is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. the provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

(k) leases

When entities within the Group are lessees of an operating lease

Where the Group has the use of assets under operating leases, payments made under the leases are recognised in the profit or loss on a straight-line basis over the term of the lease. lease incentives received are recognised in profit or loss as an integral part of the total lease payments made. Contingent rentals are charged to profit or loss in the accounting period in which they are incurred.

When entities within the Group are lessors of an operating lease

Assets subject to operating leases are included in investment properties (see Note 2.2(d)).

(l) Revenue recognition

Rental income

Rental income receivable under operating leases is recognised in profit or loss on a straight–line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. lease incentives granted are recognised as an integral part of the total rental income to be received. Contingent rentals are recognised as income in the accounting period in which they are earned.

Management and consultancy fee

Management and consultancy fee is recognised in profit or loss as and when services are rendered.




(l) Revenue recognition (Cont’d)

development properties for sale

the Group recognises income on property development projects when the risks and rewards of ownership have been transferred to the buyer. In cases where the Group is obliged to perform any significant acts after the transfer of legal title or equitable interest, revenue is recognised as the acts are performed based on the percentage of completion method, which is an allowed alternative method under Recommended Accounting practice 11 pre-completion Contracts for the Sale of Development property ("RAp 11") issued by the Institute of Certified public Accountants of Singapore in october 2005. Under the percentage of completion method, profit is brought into profit or loss only in respect of sales procured 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 costs incurred to date to the estimated total construction costs for each project. Depending on the selling conditions associated with each development project, revenue is generally not recognised if the Group provides various guarantees and other financial support to the buyers (“continuing involvement”) during the period of property development. Such continuing involvement by the Group would then require revenue to be deferred until the Group’s continuing involvement ceases.

Revenue excludes goods and services or other sale taxes and is after deduction of any trade discounts. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of unit sold.

dividends

Dividend income is recognised on the date that the Group’s right to receive payment is established.

interest income

Interest income is recognised as it accrues using the effective interest method.

(m) Government grants – Jobs Credit scheme

Cash grants received from the government in relation to the Jobs Credit Scheme are recognised as income upon receipt. this scheme has ended as of March 2010.

(n) Finance costs

Borrowing costs are recognised in profit or loss using the effective interest method in the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.

(o) income tax expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.




(o) income tax expense (Cont’d)

Current tax is the expected tax payable on the taxable income 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.

Deferred tax is recognised using the balance sheet method, providing for 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 the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly-controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the 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 income 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 to the extent that it is probable that future taxable profits will be available against which the temporary differences 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.

(p) Earnings per share

the Group presents basic and diluted earnings per share (“EpS”) data for its ordinary shares. Basic EpS is calculated by dividing the profit or loss attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EpS is determined by adjusting the profit or loss attributable to owners of the Company and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise awards of performance and restricted shares granted to employees.

(q) segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ results are reviewed and used by the management for strategic decisions making and resources allocation.

(r) Related parties

For the purposes of these financial statements, parties are considered to be related to the Group if the Grouphastheability,directlyorindirectly,tocontrolthepartyorexercisesignificantinfluenceovertheparty in making financial and operating decisions, or vice versa, or where the Group and the party are subjecttocommoncontrolorcommonsignificantinfluence.Relatedpartiesmaybeindividualsorotherentities.


noteS to the financial StatementS 3 plant anD equipment

Improvement to premises

Plant, machinery and other

improvementsMotor

vehicles

Furniture,fittings andequipment Total

$’000 $’000 $’000 $’000 $’000

GroupCost

At 1 January 2009 3,195 1,277 379 21,622 26,473Additions 315 25 – 4,686 5,026transfer of entities under common

control – – 117 112 229Disposals/write-offs (81) (157) (153) (183) (574)translation differences on consolidation (220) – (31) (754) (1,005)At 31 December 2009 3,209 1,145 312 25,483 30,149

At 1 January 2010 3,209 1,145 312 25,483 30,149Additions 1,861 14 – 5,836 7,711Reclassifications 439 – – (439) –Disposals/write-offs (976) (1,127) (191) (3,260) (5,554)translation differences on consolidation (59) (1) (8) (253) (321)At 31 December 2010 4,474 31 113 27,367 31,985

accumulated depreciation

At 1 January 2009 1,076 1,084 242 7,675 10,077Depreciation charge for the year 591 64 58 5,366 6,079transfer of entities under common

control – – 48 45 93Disposals/write-offs (4) (158) (130) (117) (409)translation differences on consolidation (83) – (23) (271) (377)At 31 December 2009 1,580 990 195 12,698 15,463

At 1 January 2010 1,580 990 195 12,698 15,463Depreciation charge for the year 1,540 38 36 5,592 7,206Disposals/write-offs (644) (1,017) (156) (1,832) (3,649)translation differences on consolidation (42) – (5) (185) (232)At 31 December 2010 2,434 11 70 16,273 18,788

Carrying amount

At 1 January 2009 2,119 193 137 13,947 16,396At 31 December 2009 1,629 155 117 12,785 14,686At 31 December 2010 2,040 20 43 11,094 13,197


noteS to the financial StatementS 3 plant anD equipment (cont’D)

Furniture,fittings and equipment

$’000

CompanyCostAt 1 January 2009 9,459Additions 1,489At 31 December 2009 10,948

At 1 January 2010 10,948Additions 2,733Disposals/write–offs (71)At 31 December 2010 13,610

accumulated depreciation

At 1 January 2009 3,521Depreciation charge for the year 2,773At 31 December 2009 6,294

At 1 January 2010 6,294Depreciation charge for the year 3,091Disposals/write–offs (67)At 31 December 2010 9,318

Carrying amount

At 1 January 2009 5,938At 31 December 2009 4,654At 31 December 2010 4,292

4 inveStment propertieS

GROUp2010 2009$’000 $’000

At 1 January 1,378,567 1,390,146Additions 11,074 23,008Disposals (1,147,329) –Changes in fair value 22,176 10,015translation differences 39,941 (44,602)At 31 December 304,429 1,378,567


noteS to the financial StatementS 4 inveStment propertieS (cont’D)

(a) Investment properties are stated at fair value based on internal valuations or valuations performed by independent professional valuers. All of the properties were independently valued during the year. 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, prudently and without compulsion.

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 yield, terminal yield and discount rate. In relying on the valuation reports, management has exerciseditsjudgmentandissatisfiedthatthevaluationmethodsandestimatesarereflectiveofcurrentmarket conditions and that the valuation reports are prepared in accordance with recognised appraisal and valuation standards.

the valuers have considered valuation techniques including the direct comparison method, discounted cashflowmethodand/orcapitalisationapproachinarrivingattheopenmarketvalueasatthebalancesheet date.

the direct comparison method involves the analysis of comparable sales of similar properties and adjusting thesalepricestothatreflectiveoftheinvestmentproperties.Thediscountedcashflowmethodinvolvesestimation and projection of an income stream over a period and discounting the income stream with an internalrateofreturntoarriveatthemarketvalue.Thediscountedcashflowmethodrequiresthevaluerto assume a rental growth rate indicative of the market and the selection of a target internal rate of return consistent with current market requirements. the capitalisation approach capitalises an income stream into a present value using revenue multipliers or single–year capitalisation rates.

Fair value of the investment properties were based on independent professional valuations carried out by the following valuers on the dates stated below:

Valuers Valuation Date Valuation Date

DtZ Debenham tie leung 31 December 2010 31 December 2009Colliers International Consultancy & Valuation

(Singapore) pte ltd – 31 December 2009ppC International Sdn Bhd – 31 December 2009CB Richard Ellis (Malaysia) Sdn Bhd – 31 December 2009CB Richard Ellis (pte) ltd 31 December 2010 –

(b) Investment properties comprise retail properties that are held mainly for use by tenants under operating leases. At 31 December 2010, there is no non-cancellable operating lease commitment. In the previous year, most leases contain an initial non-cancellable period of three to six years. Contingent rents, representing income based on certain sales achieved by tenants, recognised in profit or loss during the year amounted to $4.8 million (2009: $4.6 million).

(c) At 31 December 2010, certain investment properties with carrying value totalling approximately $304.4 million (2009: $1,116.6 million) were mortgaged to banks either to secure credit facilities or for the issuance of notes for the Group (Note 16).


noteS to the financial StatementS 5 propertieS unDer Development

GROUp2010 2009$’000 $’000

At 1 January 127,666 171,250Additions 76,357 65,401Acquisitions of subsidiaries 72,100 –Changes in fair value 15,199 (108,985)translation differences (2,474) –At 31 December 288,848 127,666

properties under development are stated at fair value (see also Note 4(a)) based on valuations performed by independent professional valuer, CB Richard Ellis (pte) ltd, on 31 December 2010 and 2009. the valuers have considered valuation techniques including the residual land method, in arriving at the market value as at 31 December 2010 and 2009.

In 2009, interest capitalised as cost of properties under development amounted to approximately $6.5 million (Note 24).

6 SubSiDiarieS

COMpaNy2010 2009

Note $’000 $’000

Unquoted equity shares, at cost 302,979 292,979loans to subsidiaries:– Interest-free (a) 1,748,870 1,260,030– Interest-bearing (b) 841,550 1,186,901Impairment of loan receivables (46,861) (27,751)

2,846,538 2,712,159

(a) the interest-free loans to subsidiaries are unsecured. the settlement of the amounts is neither planned nor likely to occur in the foreseeable future. As these amounts are, in substance, a part of the Company’s net investment in subsidiaries, they are stated at cost less accumulated impairment losses.

(b) the interest–bearing loans to subsidiaries are unsecured, bear interest of 0.31% (2009: 0.71%) per annum and are fully repayable in 2012.

(c) on the balance sheet date, the Company carried out a review of the recoverable amount of its net investments in subsidiaries which led to the recognition of impairment losses in two subsidiaries of $19.1 million (2009: $27.8 million) in the profit or loss. Cumulative impairment stood at $46.9 million (2009: $27.8 million). the recoverable amount was estimated based on the higher of the value in use calculated usingcashflowprojectionsarisingfromfinancialbudgetsandforecastscoveringaperiodofuptofiveyears,orthefairvalueofthenetassetsasatbalancesheetdate.Cashflowsbeyondtheinitialperiodareextrapolated using the estimated rates stated below.


noteS to the financial StatementS 6 SubSiDiarieS (cont’D)

Key assumptions used for value-in-use calculations

2010 2009

Growth rates 8.70% 5.00 – 6.00%Discount rate 13.74% 16.00%

(d) Details of the subsidiaries are set out in Note 36.

7 aSSociateS

GROUp2010 2009

$’000 $’000

(a) Interests in associates 3,119,729 2,999,393

(b) the summarised financial information of the associates, not adjusted for the percentage of ownership held by the Group, are as follows:

GROUp2010 2009$’000 $’000

Balance sheettotal assets 15,936,453 13,676,764

total liabilities (6,217,925) (4,869,989)

income statementRevenue 910,932 858,372profit/(loss) after taxation 420,358 (149,030)

(c) the Group’s share of contingent liabilities of the associates is $2.3 million (2009: $0.2 million).

(d) In relation to investments in associates with carrying amount of $1,370.6 million (2009: $1,133.5 million) for which there are published price quotations, the fair value as at 31 December 2010 was $2,284.0 million (2009: $1,868.3 million).

(e) KpMG llp Singapore is the auditor for all significant Singapore-incorporated associates. other member firms of KpMG International are auditors of significant foreign-incorporated associates. For this purpose, an associated company is considered significant as defined under the Singapore Exchange limited listing Manual if the Group’s share of its net tangible assets represents 20% or more of the Group’s consolidated net tangible assets, or if the Group’s share of its pre-tax profits accounts for 20% or more of the Group’s consolidated pre-tax profits.

(f) Details of the associates are set out in Note 37.


noteS to the financial StatementS 8 Jointly-controlleD entitieS

GROUp2010 2009$’000 $’000

(a) Cost of investment in jointly-controlled entities 825 848Share of reserves of jointly-controlled entities 772,831 523,981loan to a jointly-controlled entity 270,000 270,000

1,043,656 794,829

(b) the Group’s proportionate share of results, assets and liabilities of the jointly-controlled entities are as follows:

GROUp2010 2009

$’000 $’000assets and liabilitiesCurrent assets 435,089 433,265Non-current assets 1,307,072 1,244,013total assets 1,742,161 1,677,278

Current liabilities (146,111) (116,585)Non-current liabilities (822,394) (1,035,864)total liabilities (968,505) (1,152,449)

Capital commitments in relation to interests in jointly-controlled entities 295,833 –proportionate interest in jointly-controlled entities’ capital commitments 295,833 120,841

ResultsRevenue 405,812 370,224Changes in fair value of investment property 66,913 402,031Expenses (192,587) (198,839)profit before taxation 280,138 573,416taxation (36,509) (30,538)profit for the year 243,629 542,878

(c) the loan to a jointly-controlled entity is unsecured, bears interest of 3.74% (2009: 3.74%) per annum and has no fixed terms of repayment. the settlement of the loan is neither planned nor likely to occur in the foreseeable future. As the amount is, in substance, a part of the Group’s net investment in a jointly-controlled entity, it is stated at cost. the loan is subordinated to the external borrowings of the jointly–controlled entity.


noteS to the financial StatementS 8 Jointly-controlleD entitieS (cont’D)

(d) KpMG llp Singapore is the auditor for all significant Singapore-incorporated jointly-controlled entities. other member firms of KpMG International are auditors of significant foreign-incorporated jointly-controlled entities. For this purpose, a jointly-controlled entity is considered significant as defined under the Singapore Exchange limited listing Manual if the Group’s share of its net tangible assets represents 20% or more of the Group’s consolidated net tangible assets, or if the Group’s share of its pre-tax profits accounts for 20% or more of the Group’s consolidated pre-tax profits.

(e) Details of the jointly-controlled entities are set out in Note 38.

9 other inveStmentS

GROUp2010 2009

$’000 $’000

Available-for-sale investments 378,653 200,028

During the year, the Group injected an additional $31.7 million in the unquoted equity securities which was acquired in 2009 from another related corporation for a consideration of $190.1 million. the equity interest for this investment is 15% (2009: 15%).

In addition, the Group acquired a 17.1% equity interest in an unquoted equity securities from a related corporation for a consideration of $130.9 million.


noteS to the financial StatementS 10 DeferreD taxation

Movements in deferred tax assets and liabilities during the year are as follows:

At 1 January

Recognised in profit or loss

(Note 26)Acquisition

of subsidiaryTranslation differences

At 31 December

$’000 $’000 $’000 $’000 $’000

Group2010deferred tax liabilitiesAccelerated tax

depreciation 8,453 3,983 – (448) 11,988Investment properties 21,612 (3,202) 2,992 (269) 21,133total 30,065 781 2,992 (717) 33,121

deferred tax assetsUnutilised tax losses (203) – – – (203)

2009deferred tax liabilitiesAccelerated tax

depreciation 5,810 2,749 – (106) 8,453Investment properties 19,216 3,615 – (1,219) 21,612total 25,026 6,364 – (1,325) 30,065

deferred tax assetsUnutilised tax losses (203) – – – (203)

At1 January 2009


(Note 26)At

31 December 2009


(Note 26)At

31 December 2010$’000 $’000 $’000 $’000 $’000

Companydeferred tax liabilityAccelerated tax

depreciation 681 (458) 223 116 339

Deferred tax assets have not been recognised in respect of the following:

GROUp2010 2009$’000 $’000

tax losses 69,224 63,600

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the subsidiaries of the Group can utilise the benefits. the tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which the subsidiaries operate.


noteS to the financial StatementS 11 other aSSetS

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

loan receivable 16,627 4 – 4others 242 726 – –

16,869 730 – 4

At 31 December 2010, the loan receivable relates to an unsecured and interest-free loan with no fixed terms of repayment to an investee company. the amount is in substance, a part of the Group’s net investment in an available-for-sale investment which is stated at cost.

12 traDe anD other receivableS

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

trade receivables 25,394 25,506 33 33Allowance for doubtful receivables (736) (597) – –Net trade receivables 24,658 24,909 33 33Amount due from holding company (trade) – 2 – –Amounts due from subsidiaries:– trade – – 30,854 21,576– non-trade (interest-free) – – 1,394,126 1,582,840– non-trade (interest-bearing) – – 734,716 228,576Amounts due from related corporations:– trade 745 2,604 317 400– loan account (interest-free) – 1,139 – –Amounts due from associates:– trade 19,937 69,613 3 2– non-trade (interest-free) 3,694 9,929 – –– loan account (interest-free) 5,787 39,896 – –– loan account (interest-bearing) 177,573 236,955 – –Amounts due from a jointly-controlled entity:– trade 720 7,489 532 206– non-trade (interest-free) 46,010 36,141 – –– loan account (interest-free) 117,355 – – –Deposits 68,420 2,881 350 –other receivables 12,436 3,740 829 867

452,677 410,389 2,161,727 1,834,467

Allowance for doubtful receivables (394) (203) – –loans and receivables 476,941 435,095 2,161,760 1,834,500prepayments 21,340 918 3 2

498,281 436,013 2,161,763 1,834,502


noteS to the financial StatementS 12 traDe anD other receivableS (cont’D)

All non-trade balances are unsecured and repayable on demand.

At balance sheet date, deposits of $65.2 million (2009: $Nil) were paid to acquire investments in subsidiaries and investment properties. prepayments include $18.6 million (2009: $Nil) relating to progress payments for properties under development.

the effective interest rate at the balance sheet date of interest-bearing loans in the Group to associates is 5.83% (2009: 5.50% to 8.38%) per annum.

the effective interest rates at the balance sheet date of interest-bearing loans in the Company to its subsidiaries range from 0.18% to 0.19% (2009: 0.71%) per annum.

(a) the maximum exposure to credit risk for loans and receivables at the reporting date (by country) is:

Gross

Allowance for doubtful receivables Gross

Allowance for doubtful receivables

2010 2010 2009 2009$’000 $’000 $’000 $’000

GroupSingapore 192,084 (144) 59,556 (299)China 239,345 (50) 365,756 (248)Malaysia 40,373 (936) 4,333 (253)Japan 4,754 – 4,304 –India 1,489 – 1,920 –Vietnam 26 – 26 –

478,071 (1,130) 435,895 (800)

CompanySingapore 1,247,112 – 411,494 –China 857,473 – 955,947 –Malaysia 23,003 – 434,384 –India 29,390 – 28,037 –Japan 4,709 – 4,612 –Vietnam 26 – 26 –hong Kong 47 – – –

2,161,760 – 1,834,500 –


noteS to the financial StatementS 12 traDe anD other receivableS (cont’D)

(b) the ageing of loans and receivables at the reporting date is:

Gross

Allowance for doubtful receivables Gross

Allowance for doubtful receivables

2010 2010 2009 2009$’000 $’000 $’000 $’000

GroupNot past due 448,779 – 343,787 –past due 1 – 30 days 13,530 (14) 12,236 –past due 31 – 90 days 6,854 (102) 9,670 –past due more than 90 days 8,908 (1,014) 70,202 (800)

478,071 (1,130) 435,895 (800)

CompanyNot past due 2,143,006 – 1,822,765 –past due 1 – 30 days 5,616 – 2,405 –past due 31 – 90 days 2,661 – 3,920 –past due more than 90 days 10,477 – 5,410 –

2,161,760 – 1,834,500 –

the Group’s historical experience in the collection of accounts receivables falls within the recorded allowances. the Group believes that no additional credit risk beyond the amounts provided for collection losses is inherent in the Group’s trade receivables, based on historical payment behaviours and the security deposits held.

the majority of the trade receivables are mainly from tenants that have good credit records with the Group. the allowance account in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amounts are considered irrecoverable and are written off against the financial asset directly.

(c) the movement in allowances for doubtful debts in respect of loans and receivables during the year is as follows:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

At 1 January 800 10,828 – –provision made/(reversed) during the year 331 (10,009) – –translation differences (1) (19) – –At 31 December 1,130 800 – –


noteS to the financial StatementS 13 caSh anD caSh equivalentS

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Fixed deposits with financial institutions 624,315 378,220 – 320,000Cash at banks 693,997 166,086 927 35,415Cash and cash equivalents 1,318,312 544,306 927 355,415Deposits pledged – (1,164)Cash and cash equivalents in the statement of cash flows 1,318,312 543,142

Deposits pledged represents bank balances of certain subsidiaries that are pledged as security to obtain credit facilities.

the effective interest rates relating to fixed deposits with financial institutions at the balance sheet date for the Group and Company range from 0.22% to 2.85% (2009: 0.06% to 3.20%) and Nil% (2009: 0.06% to 0.15%) per annum respectively.

14 Share capital

COMpaNy2010 2009

No. of shares No. of shares’000 ’000

Fully paid ordinary shares, with no par value:At 1 January 3,884,000 1,000,000Issue of shares – 2,884,000At 31 December 3,884,000 3,884,000

In 2009, the Company issued 2,884.0 million shares through the capitalisation of loans from the holding company and a related corporation of $3,605.0 million.

the holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.


noteS to the financial StatementS 14 Share capital (cont’D)

Capital management

the Group’s policy is to build a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. the Group monitors the return on capital, which the Group defines as total shareholders’ equity, excluding non-controlling interests, and the level of dividends to ordinary shareholders.

the Group also monitors capital using a net debt to equity ratio, which is defined as net borrowings divided by total equity (including non-controlling interests).

GROUp2010 2009

$’000 $’000

Gross borrowings 699,952 502,893Cash and cash equivalents (1,318,312) (544,306)Net (cash)/debt (618,360) (41,413)total equity 5,888,230 5,512,885

Net debt to equity ratio n/m n/m

n/m: not meaningful.

the Group seeks to strike a balance between the higher returns that might be possible with higher levels of borrowings and the liquidity and security afforded by a sound capital position.

there were no changes in the Group’s approach to capital management during the year.

three of the subsidiaries in the Group are required to maintain certain minimum base capital and financial resources, or shareholders’ funds as they are holders of Capital Markets Services license registered under the Monetary Authority of Singapore or the Securities Commission Malaysia to conduct the regulated activity of Real Estate Investment trust management. these subsidiaries have complied with the applicable requirements throughout the year.

the Company and its other subsidiaries are not subject to externally imposed capital requirements.


noteS to the financial StatementS 15 reServeS

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Capital reserve 18,616 17,013 21,872 19,446Equity compensation reserve 3,299 – 3,299 –Fair value reserve 35,817 9,881 – –Currency translation reserve (109,473) (61,453) – –hedging reserve (2,217) (5,995) – –Accumulated profits 1,305,098 922,647 127,854 84,126other reserves (27,621) (27,621) – –

1,223,519 854,472 153,025 103,572

the capital reserve comprises mainly the share of a subsidiary’s capital reserve and the cumulative value of employee services received for the issue of the holding company’s share options and shares under Capitaland limited’s performance Share plan and Restricted Stock plan.

the equity compensation reserve comprises the cumulative value of employee services received for the issue of the shares under the Company’s performance Share plan and Restricted Stock plan.

the fair value reserve comprises the cumulative net change in the fair value of available–for–sale investment until the investment is derecognised.

the currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign entities, as well as from the translation of foreign currency loans used to hedge the Group’s net investment in net foreign entities.

Thehedgingreservecomprisestheeffectiveportionofthecumulativenetchangeinthefairvalueofcashflowhedging instruments.

on 30 october 2009, the Group entered into corporate reorganisation agreements with its related corporations, where certain common control companies were transferred on 16 November 2009 to the Group from the Company's related corporations. other reserves pertain to pre–acquisition reserves of those common control entities transferred to the Group as part of the corporate reorganisation.


noteS to the financial StatementS 16 loanS anD borrowingS

GROUp COMpaNy2010 2009 2010 2009

Note $’000 $’000 $’000 $’000Non-current liabilities

Secured bank loans (i) 90,215 430,738 – –Unsecured bank loans (i) 248,140 – – –Unsecured notes (ii) 349,337 – – –

687,692 430,738 – –

Current liabilities

Secured bank loans (i) 12,260 11,379 – –Secured notes (ii) – 60,776 – –

12,260 72,155 – –total loans and borrowings 699,952 502,893 – –

(i) secured and unsecured bank loans

Repayable:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Within 1 year 12,260 11,379 – –From 1 to 2 years 163,173 338,460 – –From 2 to 5 years 140,950 44,196 – –After 5 years 34,232 48,082 – –After 1 year 338,355 430,738 – –

350,615 442,117 – –

the bank loans are secured by mortgages on the borrowing subsidiaries’ investment properties with a carrying amount of $304.4 million (2009: $626.2 million) (Note 4(c)).

At 31 December 2010, the effective interest rates for bank borrowings range from 1.43% to 6.40% (2009: 3.68% to 5.94%) per annum.


noteS to the financial StatementS 16 loanS anD borrowingS (cont’D)

(ii) secured and unsecured notes

Repayable:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Within 1 year – 60,776 – –After 5 years 349,337 – – –After 1 year 349,337 – – –

349,337 60,776 – –

the unsecured notes pertain to fixed rate notes issued by a subsidiary, CapitaMalls Asia treasury limited.

the secured notes in 2009 related to fixed rate notes issued by two subsidiaries, Mutual Streams Sdn. Bhd. and Vast Winners Sdn. Bhd. and were fully secured by mortgages on the investment properties amounting to $490.4 million owned by these subsidiaries (Note 4(c)). During the year, these notes were redeemed, subsequent to the disposal of the pledged investment properties to an associated company.

At 31 December 2010, the effective interest rate for unsecured notes is 3.95% per annum.

At 31 December 2009, the effective interest rates for secured notes range from 4.60% to 5.10% per annum.

(iii) intra-group financial guarantee

Intra-group financial guarantee comprises guarantees of $600.0 million (2009: $Nil) granted by the Company to financial institutions in respect of banking facilities granted to a wholly-owned subsidiary. At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the guarantee.

17 other non-current liabilitieS

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Security deposits 5,950 23,105 – –other payables 1,082 740 1,022 705Interest rate swaps 344 – – –

7,376 23,845 1,022 705


noteS to the financial StatementS 18 traDe anD other payableS

GROUp COMpaNy2010 2009 2010 2009

Note $’000 $’000 $’000 $’000

trade payables 34,200 28,637 686 586Accruals 19 62,608 38,271 3,434 2,943Advance payments received 3,968 5,289 – –Rental, contract and tender deposits 3,213 13,878 – 1other payables 20 10,712 34,516 93 606liability for employee benefits 26,492 24,954 18,869 14,823Amounts due to holding company (trade) 6,074 1,242 6,074 1,242Amounts due to related corporations:– trade 267 731 269 449– interest payable – 3,123 – –– non-trade (interest-free) 147,501 4,927 – –Amounts due to subsidiaries:– trade – – 16 1,706– non-trade (interest-free) – – 224,628 174,808Amounts due to associates:– trade 84 1,414 – –– non-trade (interest-free) 6 141,654 – –– non-trade (interest-bearing) – 78,638 – –Amounts due to jointly controlled entity: – non-trade (interest-free) – 86 – –Amounts due to non-controlling interests:– non-trade (interest-free) 73 59 – –– loan account (interest-bearing) – 203 – –– loan account (interest-free) 198 – – –

295,396 377,622 254,069 197,164

All non-trade balances are unsecured and repayable on demand.

At 31 December 2010, the non-trade amounts due to related corporations include the purchase consideration for the acquisition of 17.1% equity interest in an unquoted investment of $130.9 million (Note 9).

At 31 December 2009, the effective interest rates of interest–bearing balances range from 4.86% to 8.50% per annum.

19 accrualS

Accruals include accrued operating and development expenditure, accrued interest payable and accrued plant and equipment purchases.

20 other payableS

other payables relate principally to retention sums and advance payments received. In the previous year, other payables include an amount due to a former non-controlling interests of $16.0 million which bears interests of 7.00% to 8.50% per annum. the amount was repaid during 2010.


noteS to the financial StatementS 21 equity compenSation benefitS

CMa share plan

the Company, currently has share-based incentive plans comprising the performance Share plan and the Restricted Stock plan (collectively, referred to as the “CMA Share plans”), whereby performance shares have been conditionally awarded to the employees of the Company. the Share plans are administered by the Company’s Executive Resource and Compensation Committee (“CMA ERCC”) comprising Dr loo Choon Yong, Mr liew Mun leong and Mr Sunil tissa Amarasuriya.

performance share plan

ThisrelatestocompensationcostsoftheCompany’sPerformanceSharePlanreflectingthebenefitsaccruingtothe employees of the Company over the service period to which the performance criteria relate. the Company granted awards to shares under the performance Share plan with effect from 2010.

the number of shares outstanding under the performance Share plan at the end of the year is summarised below:

2010(’000)

At 1 January –Granted 872At 31 December 872

the final number of shares to be released will depend on the achievement of pre–determined targets over a three–year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award.

the fair values of the shares are determined using Monte Carlo simulation method at the measurement date which projects future share price assuming log normal distribution based on Geometric Brownian Motion theory. the fair value and assumptions are set out below:

Year of Award 2010

Weighted average fair value of shares and assumptions

Weighted average fair value at measurement date $1.875Expected volatility based on average of peers’ 36 months closing share prices

prior to grant date 36.38%MSCI AC Asia ex-Japan Real Estate Index annualised volatility based on 36

months prior to grant date 26.06%Share price at grant date $2.34


noteS to the financial StatementS 21 equity compenSation benefitS (cont’D)

Year of Award 2010

Weighted average fair value of shares and assumptions (cont’d)

Risk-free interest rate equal to the implied yield on zero–coupon Singapore Government bond with a term equal to the length of vesting period 0.67%

Expected dividend yield over 12 months volume-weighted average share price prior to the grant date 0.71%

Correlation of return between MSCI AC Asia ex-Japan Real Estate Index and the peers’ share price measured over 36 months prior to the grant date 68.21%

Restricted stock plan – Equity-settled/Cash-settled

ThisrelatestocompensationcostsoftheCompany’sRestrictedStockPlanreflectingthebenefitsaccruingtothe employees of the Company over the service period to which the performance criteria relate. the Company granted awards of shares under the Restricted Stock plan with effect from 2010.

the Company has instituted a set of share ownership guidelines for senior management who received shares under the Restricted Stock plan. Under these guidelines, members of the senior management team are required to retain a portion of the total number of the Company’s shares acquired through the Restricted Stock plan which will vary according to their job grades and base salaries.

the number of shares outstanding based on awards granted under the Restricted Stock plan at the end of the year is summarised below:

2010(’000)

At 1 January 2010 –Granted 4,634lapsed/Cancelled (517)At 31 December** 4,117

** As at 31 December 2010, the number of shares awarded and outstanding was 4,116,979, of which 1,209,807 were to be cash–settled.

As at 31 December 2010, the number of shares comprised in awards granted under the Company Restricted Stock plan is as follows:

2010Equity-settled (’000) Cash-settled (’000)

Final number of shares has not been determined (baseline award)# 2,907 1,210

# the final number of shares released could range from 0% to 150% of the baseline award.

the final number of shares released will depend on the achievement of pre-determined targets at the end of a one-year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 150% of the baseline award. the shares have a vesting schedule of two to three years. Recipient can receive fully paid shares, their equivalent cash value or combinations thereof, at no cost. the award to non-executive directors will be time-based with no performance conditions and will be released over a vesting period of two years.



Cash–settled awards of shares are measured at their current fair value at each balance sheet date.

the fair values of the equity-settled award of shares are determined using Monte Carlo simulation method at the measurement date which projects future share price assuming log normal distribution based on Geometric Brownian Motion theory. the fair value and assumptions are set out below:

Year of Award 2010

Weighted average fair value of shares and assumptions

Weighted average fair value at measurement date $2.30Expected volatility based on average of peers’ 36 months closing share prices

prior to grant date 36.38%Share price at grant date $2.34Risk-free interest rate equal to the implied yield on zero-coupon Singapore

Government bond with a term equal to the length of vesting period0.38% to

0.67%Expected dividend yield over 12 months volume-weighted average share price

prior to the grant date 0.71%

Capitaland share plans

the Company’s holding company, Capitaland limited (“Capitaland”) has share-based incentive plans such as Capitaland Share option plan, the Capitaland performance Share plan and the Capitaland Restricted Stock plan (collectively referred to as the “Cl Existing Share plans”) which were approved and adopted by the shareholders of Capitaland at an Extraordinary General Meeting (“EGM”) held on 16 November 2000.

A new Capitaland pSp 2010 and Capitaland RSp 2010 (together, the “Cl New Share plans”) were approved by the shareholders of Capitaland at the EGM held on 16 April 2010. these new plans are intended to replace the Capitaland performance Share plan and the Capitaland Restricted Stock plan under the Cl Existing Share plans. Capitaland did not extend the duration of, or replace, the existing Capitaland Share option plan. the Cl Existing Share plans were terminated following the adoption of the Cl New Share plans. however, all awards granted under the Cl Existing Share plans prior to its termination will continue to be valid and be subject to the terms and conditions of the Cl Existing Share plans.

the above Capitalland Share plans are administered by Capitaland’s Executive Resource and Compensation Committee (“Cl ERCC”) comprising Mr peter Seah lim huat, Mr Ng Kee Choe and Mr Simon Claude Israel.

share Option plan

Capitaland ceased to grant options under the Share option plan with effect from 2007. Statutory information regarding the Share option plan is set out below:

(i) the exercise price of the options is set either at:

– A price equal to the volume-weighted average price on the SGX-St over the three consecutive trading days immediately preceding the grant of the option (“Market price”), or such higher price as may be determined by the Cl ERCC in its absolute discretion; or

– A discount not exceeding 20% of the Market price in respect of that option.



share Option plan (cont’d)

(ii) the options vest between one year to four years from the grant date.

(iii) the options granted expire after five or 10 years from the dates of the grant.

Movements in the number of outstanding Capitaland options and their related weighted average exercise prices are as follows:

Weighted average exercise

priceNo. of

options

Weighted average exercise

priceNo. of

options2010 2010 2009 2009

$ (’000) $ (’000)

At 1 January 2.86 3,826 3.19 3,324Effects of transfer of entities under

common control – – 3.19 638Addition arising from modification – – 2.79 753Forfeited/Expired 3.45 (110) 3.21 (190)Exercised 2.89 (1,274) 2.21 (699)At 31 December 2.74 2,442 2.86 3,826

Exercisable on 31 December 2.74 2,442 3.20 1,735

options exercised in 2010 resulted in 1,273,953 (2009: 698,411) shares being issued at a weighted average market price of $3.87 (2009: $3.52) each. options were exercised on a regular basis throughout the year. the weighted average share price during the year was $3.88 (2009: $3.14).

the fair value of services received in return for options granted is measured by reference to the fair value of options granted. the fair value of the options granted is measured based on Enhanced trinomial (hull and White) valuation model.

the share price is based on volume-weighted average share price for three consecutive trading days prior to the grant date. the expected volatility is based on the historic volatility and calculated based on 36 months prior to the date of grant. Capitaland uses 10 (or five) years risk–free rate for options with a 10 (or five) years contractual term. Expected dividend yield is based on expected dividend payout over the one-year volume-weighted average share price prior to the grant date. pre-vesting forfeiture rates and post-vesting forfeiture rates are based on historical option forfeiture and employee turnover rates. Exercise multiple is estimated based on historical employee exercise behaviour.



the Modification Exercise in the share Option plan

Capitaland paid a special dividend of $0.05 per issued ordinary share for the financial year ended 31 December 2009. In accordance with Capitaland’s Share option plan, when Capitaland declares a special dividend (whether in cash or in specie), the Cl ERCC may as it deems appropriate determine whether the number of shares which are the subject of an award to the extent not yet vested shall be adjusted. Any adjustment under this rule should be made in a way that an option holder will not receive a benefit that a shareholder does not receive and has been confirmed in writing by the auditors to be in their opinion, fair and reasonable.

on 30 April 2010, adjustments to the terms of the unexercised options were made (based on the ex-rights date of 26 April 2010, and hereby also known as “modification date”) in a manner such that the option holder will maintain parity of fair value before and on the modification date using the Equivalent Economic Value concept. the fair value of options was calculated using the Enhanced trinomial (hull and White) option valuation model.

Exercise prices of the unexercised options were adjusted lower ranging between $0.05 and $0.10 per option toreflectthespecialdividendpaid.Noadjustmentsweremadetothevestingandexerciseperiodsof theoptions.

No incremental fair value of options was recognised as a result of the modification exercise and the significant inputs into the Enhanced trinomial (hull and White) valuation model were:

– Share price of $3.94, based on volume-weighted average share price for three consecutive trading days prior to the modification date;

– the volatility measured at the standard deviation of expected share price returns of 32.64%, based on 36 months closing share price prior to the modification date;

– Risk-free interest rate ranging from 0.43% to 2.13% per annum that matches the remaining life of the award. this is based on the zero-coupon Singapore Government bond yield on modification date for awards matching tenure contractual life; and

– Dividend yield of 1.46% based on expected dividend over one–year volume–weighted average share price prior to the modification date.

options outstanding at the end of the year are summarised below:

Range of Exercise Price

Options outstanding

2010

Weighted average

contractual life

Options outstanding

2009

Weighted average

contractual lifePre-Modification Post-Modification (’000) (years) (’000) (years)

$0.35 to $0.49 $0.30 to $0.44 49 2.18 51 3.18$0.50 to $0.55 $0.45 to $0.50 154 2.81 177 3.84$0.56 to $1.14 $0.51 to $1.09 19 3.66 34 4.66$1.15 to $1.48 $1.10 to $1.43 34 0.46 48 1.28$1.49 to $2.22 $1.44 to $2.16 384 4.18 611 5.19$2.23 to $4.20 $2.17 to $4.10 1,802 5.20 2,905 6.19

2,442 3,826



performance share plan

ThisrelatestocompensationcostsofCapitaLand’sPerformanceSharePlanreflectingthebenefitsaccruingtothe employees of the Company over the service period to which the performance criteria relate.

the number of shares outstanding under Capitaland performance Share plan granted to employees of the Company at the end of the year is summarised below:

2010 2009(’000) (’000)

Year of AwardAt 1 January 1,090 348Granted – 743Effects of transfer of entities under common control – 315Additional shares granted arising from modification 24 153lapsed/cancelled (36) (88)Released (202) (381)At 31 December 876 1,090

the final number of shares released will depend on the achievement of pre-determined targets over a three-year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award.

the fair values of the shares are determined using Monte Carlo simulation method at the measurement date which projects future share price assuming log normal distribution based on Geometric Brownian Motion theory. the fair value and assumptions are set out below:

2010 2009

Year of AwardWeighted average fair value of shares and assumptions

Weighted average fair value at measurement date $2.92 $1.56Expected volatility based on 36 months closing share prices prior to grant date 32.69% 41.25%MSCI AC Asia pacific ex-Japan Real Estate Index annualised volatility based on 36

months prior to grant date 23.77% 26.97%Share price at grant date $3.89 $2.03Risk–free interest rate equal to the implied yield on zero-coupon Singapore

Government bond with a term equal to the length of vesting period 0.67% 0.99%Expected dividend yield over 12 months volume-weighted average share price

prior to the grant date 1.57% 1.77%Correlation of return between MSCI AC Asia pacific ex-Japan Real Estate Index and

the Company’s share price measured over 36 months prior to the grant date 67.74% 55.79%



Restricted stock plan – Equity-settled/Cash-settled

ThisrelatestocompensationcostsofCapitaLand’sRestrictedStockPlanreflectingthebenefitsaccruingtotheemployees of the Company over the service period to which the performance criteria relate. Capitaland granted awards of shares under the Capitaland Restricted Stock plan in place of options with effect from 2007.

With effect from 2008, the Cl ERCC has instituted a set of share ownership guidelines for senior management who received shares under the Capitaland Restricted Stock plan. Under these guidelines, members of the senior management team are required to retain a portion of the total number of Capitaland shares acquired through the Capitaland Restricted Stock plan which will vary according to their job grades and base salaries.

the number of shares outstanding under the Capitaland Restricted Stock plan granted to employees of the Company at the end of the year is summarised below:

Year of Award 2010 2009(’000) (’000)

At 1 January 3,580 1,926Granted 641 2,281Effects of transfer of entities under common control – 394lapsed/Cancelled (398) (429)Additional shares granted arising from modification 33 410Released* (1,818) (1,002)At 31 December** 2,038 3,580

* the number of shares released during the year was 1,818,035 (2009: 1,002,400), of which 438,551 (2009: 211,994) were cash–settled. ** As at 31 December 2010, the number of shares awarded and outstanding was 2,038,487 (2009: 3,579,988), of which 530,660 (2009: 892,228) were

to be cash–settled.

As at 31 December 2010, the number of shares comprised in awards granted under the Capitaland Restricted Stock plan is as follows:

2010 2009Equity- settled Cash-settled Equity-settled Cash-settled

(’000) (’000) (’000) (’000)

Final number of shares has not been determined (baseline award)# – – 1,670 611

Final number of shares determined but not released 1,508 530 1,018 281

1,508 530 2,688 892

# the final number of shares released could range from 0% to 150% of the baseline award.



the final number of shares released will depend on the achievement of pre-determined targets at the end of a one-year performance period. No shares will be released if the threshold targets are not met at the end of the performance period. on the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 150% of the baseline award. the shares have a vesting schedule of two to three years. Recipient can receive fully paid shares, their equivalent cash value or combinations thereof, at no cost. With effect from 2010, Capitaland Restricted Share plan award to non-executive directors will be time–based with no performance conditions and will be released over a vesting period of two years.

Cash–settled awards of shares are measured at their current fair value at each balance sheet date.

the fair values of the equity-settled award of shares are determined using Monte Carlo simulation method at the measurement date which projects future share price assuming log normal distribution based on Geometric Brownian Motion theory. the fair value and assumptions are set out below:

2010 2009

Year of AwardWeighted average fair value of shares and assumptions

Weighted average fair value at measurement date $3.77 $1.96Expected volatility based on 36 months closing share prices prior to grant date 32.69% 41.25%Share price at grant date $3.89 $2.03Risk-free interest rate equal to the implied yield on zero-coupon Singapore

Government bond with a term equal to the length of vesting period0.38% to

0.67%0.47% to

0.99%Expected dividend yield over 12 months volume-weighted average share price

prior to the grant date 1.57% 1.77%

the Modification Exercise in the Capitaland performance share plan and Restricted stock plan

During the year, Capitaland paid a special dividend of $0.05 per issued ordinary share for the financial year ended 31 December 2009. In accordance with the rules of the Capitaland’s performance Share plan and Restricted Stock plan, when Capitaland declares a special dividend (whether in cash or in specie), the Cl ERCC may as it deems appropriate determine whether the number of shares which are the subject of an award to the extent not yet vested shall be adjusted. Any adjustment under this rule should be made in a way that a Capitaland performance Share plan or Restricted Stock plan participant will not receive a benefit that a shareholder does not receive and has been confirmed in writing by the auditors to be in their opinion, fair and reasonable.

on 3 May 2010, adjustments to the terms of the unvested shares were made (based on the ex-rights date of 26 April 2010, and hereby also known as “modification date”) in a manner such that the Capitaland performance Share plan and Restricted Stock plan participants will maintain parity of fair value before and on the modification date using the Equivalent Economic Value concept. the fair value of the shares was calculated using the Monte Carlo simulation model.

Thenumberofshareswasadjustedtoreflectthespecialdividendpaid.Theadjustmentsresultedinadditionalawards of 24,220 shares under the Capitaland performance Share plan and 32,623 shares (of which 8,573 are to be cash-settled) under the Capitaland Restricted Stock plan during the financial year ended 31 December 2010.



No incremental fair value of shares was recognised as a result of the modification exercise and the significant inputs into the Monte Carlo simulation model were:

– Share price of $3.94, based on volume-weighted average share price for 3 consecutive trading days prior to the modification date;

– the volatility measured at the standard deviation of expected share price returns of 32.64%, based on 36 months closing share price prior to the modification date;

– the MSCI AC Asia pacific ex-Japan Real Estate Index annualised volatility based on 36 months prior to the modification date of 24.15%;

– Correlation of return between MSCI AC Asia pacific ex-Japan Real Estate and Capitaland’s share price measured over 36 months prior to the modification date of 68.07%;

– Risk–free interest rate ranging from 0.43% to 0.69% per annum that matches the remaining life of the award. this is based on the zero-coupon Singapore Government bond yield on modification date for awards matching tenure contractual life; and

– Dividend yield of 1.46% based on expected dividend over one–year volume–weighted average share price prior to the modification date.

22 revenue

Revenue of the Group and the Company is analysed as follows:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Rental and related income 94,285 135,161 – –Management and consultancy fees 149,056 91,675 70,588 62,377Dividend income from subsidiaries – – 114,300 95,770others 2,061 2,110 – –

245,402 228,946 184,888 158,147


noteS to the financial StatementS 23 other operating income

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Interest income:– fixed deposits 5,476 5,877 264 23– related corporations – 2 – –– subsidiaries – – 6,480 1,352– associates 10,463 9,390 – –– jointly-controlled entities 10,098 10,098 – –Foreign exchange gain 3,885 – 531 –Gain on disposal of investment properties 10,365 – – –Gain on disposal of associates 2,524 – – –Gain on disposal of available-for-sale investments – 52,806 – –Net fair value gain on investment properties and

properties under development 37,375 – – –Dividend income – 3,674 – –Government grants – Jobs Credit Scheme 386 1,585 355 1,521others 1,875 1,587 1 3

82,447 85,019 7,631 2,899

24 finance coStS

GROUp COMpaNy2010 2009 2010 2009

Note $’000 $’000 $’000 $’000

Interest paid and payable to:– holding company – 510 – 510– subsidiary – – 1 –– related corporations – 90,241 – –– non-controlling interests 139 3,371 – –– bank loans and others 25,464 23,844 – –total borrowing costs 25,603 117,966 1 510less: Borrowing costs capitalised in

properties under development 5 – (6,536) – –25,603 111,430 1 510


noteS to the financial StatementS 25 profit before taxation

profit before taxation includes the following:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

(a) staff costsWages and salaries 79,061 63,408 45,388 35,677Contributions to defined contribution plans

included in wages and salaries 4,744 3,451 4,027 3,173Share-based expenses – equity-settled 6,673 3,573 5,725 3,569 – cash-settled 2,324 1,672 1,525 1,625Increase in liability for short term accumulating

compensated absences 540 75 504 33

(b) Other expensesAllowance for impairment losses on loans to

subsidiaries – – 19,110 27,751Allowance made/(reversed) for doubtful loans and

receivables 331 (10,009) – –Net fair value loss on investment properties and

properties under development – 98,970 – –Depreciation of plant and equipment 7,206 6,079 3,091 2,773loss on disposal/write-off of plant and equipment 618 77 12 10Foreign exchange loss – 12,698 – 552operating lease expense 9,139 5,718 3,415 –operating expenses arising from investment

properties 34,460 43,871 – –Auditors' remuneration: – auditors of the Company 264 206 130 115 – other auditors 311 272 – –Non-audit fees paid to: – auditors of the Company 117 769 57 769 – other auditors – 66 – –


noteS to the financial StatementS 26 income tax expenSe

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Current tax– Current year 24,697 11,911 – –– (over)/Under provision in respect of prior years (8,156) (2,248) 89 –

16,541 9,663 89 –

deferred tax– origination and reversal of temporary differences (252) 6,364 116 (458)– Under provision in respect of prior years 1,033 – – –

781 6,364 116 (458)17,322 16,027 205 (458)

Reconciliation of effective tax rate

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

profit before taxation 446,829 409,683 82,773 57,274less: Share of results of

associates and jointly-controlled entities (344,904) (489,507) – –profit/(loss) before share of

results of associates and jointly–controlled entities and taxation 101,925 (79,824) 82,773 57,274

Income tax using Singapore tax rate of 17% (2009: 17%) 17,327 (13,570) 14,071 9,737Income not subject to tax (6,903) (8,904) (19,491) (16,540)Expenses not deductible for tax purposes 10,534 30,1551 4,883 6,003Effect of different tax rates in foreign jurisdictions 213 391 – –Utilisation of previously unrecognised tax losses (669) – – –Deferred tax assets not recognised 1,406 5,431 – –tax losses not available for carry-forward 3,771 4,451 744 342(over)/Under provision in respect of prior years (7,123) (2,248) 89 –others (1,234) 321 (91) –

17,322 16,027 205 (458)

1 Mainly due to tax effect of revaluation losses on investment properties and properties under development.


noteS to the financial StatementS 27 earningS per Share

(a) Basic earnings per share

the calculation of basic earnings per share for the year ended 31 December 2010 was based on the profit attributable to owners of the Company of $421.9 million (2009: $388.1 million) and a weighted average number of ordinary shares outstanding of 3,884.0 million shares (2009: 1,926.5 million shares), calculated as follows:

GROUp2010 2009$’000 $’000

profit attributable to owners of the Company 421,906 388,096

Number of shares

Number of shares

2010 2009(’000) (’000)

Weighted average number of ordinary sharesIssued ordinary shares at 1 January 3,884,000 1,000,000Effect of shares issued during the year – 926,463Weighted average number of shares at 31 December 3,884,000 1,926,463

(b) diluted earnings per share

the calculation of diluted earnings per share at 31 December 2010 was based on profit attributable to owners of the Company of $421.9 million (2009: $388.1 million), and a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of 3,888.9 million shares (2009: 1,926.5 million shares), calculated as follows:

GROUp2010 2009$’000 $’000

profit attributable to owners of the Company 421,906 388,096

Number of shares

Number of shares

2010 2009(’000) (’000)

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares (basic) 3,884,000 1,926,463Weighted average number of unissued ordinary shares from:– Shares under performance Share plan 1,414 –– Shares under Restricted Stock plan 3,466 –

4,880 –Weighted average number of ordinary shares (diluted) at 31 December 3,888,880 1,926,463


noteS to the financial StatementS 28 noteS to the conSoliDateD StatementS of caSh flowS

acquisition of subsidiaries

(i) the list of subsidiaries acquired in 2010 is as follows:

Dateacquired

Equity interest acquired

%

CapitaRetail China Developments D18 (hK) limited January 2010 100Growing State holdings limited March 2010 100Chengdu huayun Jiangnan Real Estate Development Co. ltd March 2010 100

the total purchase consideration for the above mentioned subsidiaries amounted to $114.0 million. From the dates of acquisitions to 31 December 2010, the above-mentioned acquisitions contributed net profit of $5.2 million to the Group’s results for the year, before accounting for financing costs attributable to the acquisitions. If the acquisitions had occurred on 1 January 2010, the Group’s net profit for the year ended 31 December 2010 would have increased by $4.2 million, before accounting for financing costs attributable to the acquisitions.

(ii) Thecashflowandthenetassetsofsubsidiariesacquiredareprovidedbelow:

Recognised values on

acquisition2010

$’000

Groupproperties under development 72,100Current assets 52,060Current liabilities (7,245)Non-current liabilities (2,992)Net assets acquired 113,923Shareholders’ loan repaid 38purchase consideration 113,961less:Cash of subsidiaries acquired (39,540)Cash outflow on acquisition of subsidiaries 74,421


noteS to the financial StatementS 28 noteS to the conSoliDateD Statement of caSh flowS (cont’D)

transfer of subsidiaries

(i) As part of the corporate reorganisation, the subsidiaries transferred from related corporations in 2009 are as follows:

Dateacquired

Equity interestacquired

%

Victoria City pte ltd November 2009 100CapitaMall trust Management limited November 2009 100CapitaRetail Singapore Management pte. ltd. November 2009 100CapitaRetail Japan Fund Management private limited November 2009 100CapitaRetail China Fund Management pte. ltd. November 2009 100Capitaland Retail trustee pte. ltd. November 2009 100CapitaRetail China trust Management limited November 2009 100Retail RECM (BVI) limited November 2009 100CapitaRetail (Beijing) Investment Consulting Co., ltd. November 2009 100one trustee pte. ltd. November 2009 100CapitaRetail India Fund Management pte. ltd. November 2009 100CapitaRetail Malaysia REIt Management Sdn. Bhd. November 2009 100

From the dates of transfer to 31 December 2009, the above mentioned acquisitions contributed net profit of $3.6 million to the Group’s results for the year, before accounting for financing costs attributable to the acquisition. If the transfer had occurred on 1 January 2009, the Group’s revenue for the year ended 31 December 2009 would have increased by $64.9 million and net profit would have increased by $37.2 million, before accounting for financing costs attributable to the transfer.

(ii) Effects of transfer

Thecashflowandthenetassetsofsubsidiariestransferredin2009areprovidedbelow:

Recognised values on transfer

2009$’000

Groupplant and equipment 135Interest in associates 109,252Current assets 134,985Non-current liabilities (90)Current liabilities (142,792)Net assets acquired 101,490purchase consideration 101,490less:Cash of subsidiaries acquired (4,545)loan from holding company (83,489)Cash outflow on transfer of subsidiaries 13,456


noteS to the financial StatementS 28 noteS to the conSoliDateD Statement of caSh flowS (cont’D)

disposal of a subsidiary

(i) In 2009, the Group disposed the following subsidiary to a related corporation, Alexandrite land pte ltd, for a consideration of $1.

Datedisposed

Percentagedisposed

(%)

tRM private limited November 2009 100

the disposed subsidiary previously contributed net losses of $107,000 to the year ended 31 December 2008 and net losses of $105,000 from 1 January 2009 to the date of disposal.

(ii) Thecashflowandthenetassetsofthesubsidiarydisposedareprovidedbelow:

2009$’000

Groupother non-current assets 3,005Current liabilities (3,226)Net liabilities disposed (221)Gain on disposal of a subsidiary 221Sale consideration *Cash of a subsidiary disposed (21)Cash outflow on disposal of a subsidiary (21)

* less than $1,000

29 commitmentS

the Group and the Company had the following commitments as at the balance sheet date:–

(a) Operating lease

(i) Operating lease rental payable

Future minimum lease payments on non–cancellable operating leases are as follows:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

lease payments payable:– Within 1 year 6,181 5,275 2,960 2,265– After 1 year but within 5 years 10,731 2,405 8,741 1,022

16,912 7,680 11,701 3,287


noteS to the financial StatementS 29 commitmentS (cont’D)

(a) Operating lease (Cont’d)

(ii) Operating lease rental receivable

Future minimum lease rental receivable for the Group on non–cancellable operating leases from investment properties are as follows:

GROUp2010 2009$’000 $’000

lease rentals receivable:– Within 1 year – 82,548– After 1 year but within 5 years – 84,284– After 5 years – 4,586

– 171,418

(b) Other commitmentsGROUp COMpaNy

2010 2009 2010 2009$’000 $’000 $’000 $’000

Commitments in respect of:– capital expenditure contracted but not

provided for in the financial statements 1,291 755 575 105– development expenditure contracted but not

provided for in the financial statements 149,487 197,810 – –– purchase of land/investment properties

contracted but not provided for in the financial statements 660,109 – – –

– capital contribution/acquisition of associates, jointly-controlled entities and investee companies 520,476 320,025 – –

30 contingent liabilitieS

In the previous year, the Company has provided a guarantee amounting to $60.8 million to Malaysian trustees Berhad, the trustee for and on behalf of the holders of the Senior Class Notes issued by a subsidiary, that the Company will purchase all the outstanding Senior Class Notes in the event the subsidiary fails to pay any amount under the Senior Class Notes when they are due and payable.

During the year, the Senior Class Notes have been redeemed and accordingly, the said guarantee has been cancelled.


noteS to the financial StatementS 31 Significant relateD party tranSactionS

Remuneration of key management personnel

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. the directors and certain senior employees of the Company are considered key management personnel of the Company.

the key management personnel compensations included as part of staff costs are as follows:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Salaries, bonuses, contributions to defined contribution plans and other benefits 7,734 4,076 7,734 4,076

Equity compensation benefits 2,115 1,045 2,115 1,0459,849 5,121 9,849 5,121

In addition to the related party information disclosed elsewhere in the financial statements, there were significant related party transactions which were carried out in the normal course of business on terms agreed between the parties during the financial year as follows:

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

Holding companyManagement fee expense (16,693) (12,911) (16,272) (12,911)

subsidiariesManagement fee income – – 75,008 62,377

Related corporationsManagement fee income 1,162 2,106 – –Management fee expense (1,911) (7,280) (1,324) (5,121)Rental expense (3,144) (1,302) (2,565) –


noteS to the financial StatementS 31 Significant relateD party tranSactionS (cont’D)

GROUp COMpaNy2010 2009 2010 2009

$’000 $’000 $’000 $’000

associates and jointly-controlled entitiesproject management fee income 12,683 7,996 – –property and fund management income 115,184 55,187 2,060 309Service fee income and others 8,733 27,928 – –Sale of investment properties 1,157,736 – – –

Key management personnelRental received/receivable from companies in which

certain directors are members 487 945 – –Goods and services fees paid/payable to companies in

which a director is a member 276 43 259 37

32 financial riSK management

(a) Financial risk management objectives and policies

the Group and the Company are exposed to market risk (including interest rate, foreign currency and price risks), credit risk and liquidity risk arising from its diversified portfolio of businesses. the Group’s risk management approach seeks to minimise the potential material adverse effects from these exposures. As a whole, the Group has implemented risk management policies and guidelines which set out its tolerance of risk and its general risk management philosophy. In connection with this, the Group has established a framework and process to monitor the exposures so as to ensure appropriate measures can be implemented in a timely and effective manner.

(b) Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will have on the Group’s income or the value of its holdings of financial instruments. the objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

(i) interest rate risk

the Group’s exposure to market risk for changes in interest rate environment relates mainly to its interest-bearing borrowings.


noteS to the financial StatementS 32 financial riSK management (cont’D)

(b) Market risk (Cont’d)

(i) interest rate risk (Cont’d)

TheGroupmanagesitsinterestrateexposurebymaintainingaprudentmixoffixedandfloatingrate borrowings. the Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. this strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve certain level of protection against rate hikes. Generally, the interest rate exposure is managed through the use of interest rate swaps and/or fixed rate borrowing.

At31December2010,theGrouphasinterestrateswapsclassifiedascashflowhedgeswithnotionalcontract amount of $150.0 million (2009: $Nil) which pays fixed interest rate ranging from 0.84% to 0.85% (2009: Nil%) per annum and receives a variable rate equal to the Swap offer Rate on the notional amounts. the fair value of these interest rate swaps as at 31 December 2010 is a liability of $0.3 million (2009: $Nil).

At the reporting date, the interest rate profile of the interest–bearing financial instruments (after taking into account the effects of the interest rate swaps) was as follows:

GROUpCarrying amount

2010 2009$’000 $’000

Fixed rate instrumentsloans and borrowings 499,337 60,776

Variable rate instrumentsloans and borrowings 200,615 442,117

Fair value sensitivity analysis for fixed rate instruments

the Group does not account for any fixed rate loans and borrowings at fair value through profit or loss, and the Group does not designate derivatives as hedging instruments under a fair value hedge accounting model. therefore, a change in interest rates at the reporting date would not affect the profit or loss.

Cashflowsensitivityanalysisforvariablerateinstruments

For variable rate loans and borrowings, it is estimated that an increase of 100 basis points (bp) in interest rate at the reporting date would lead to a reduction in the Group’s profit before tax (and accumulated profits) by approximately $2.0 million (2009: $4.4 million). A decrease in 100bp in interest rate would have an equal but opposite effect. this analysis assumes that all other variables, in particular foreign currency rates, remain constant, and has not taken into account the effects of qualifying borrowing costs allowed for capitalisation, the associated tax effects and share of non-controlling interests.



(ii) Foreign currency risk

the Group operates internationally and is exposed to various currencies, mainly United States (US) Dollars, Chinese Renminbi, hong Kong Dollars, Malaysian Ringgit and Japanese Yen.

the Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept at an acceptable level.

In relation to its overseas investments in foreign subsidiaries whose net assets are exposed to currency translation risk and which are held for long term investment purposes, the differences arising from such translation are captured under the foreign currency translation reserve. these translation differences are reviewed and monitored on a regular basis.

the Group’s and Company’s exposure to foreign currencies as at 31 December 2010 and 31 December 2009 are as follows:

TotalSingapore US Chinese Hong Kong Japanese Malaysian foreign

Dollars Dollars Renminbi Dollars Yen Ringgit Others1 currencies$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group2010other investments 130,874 247,779 – – – – – 378,653Non-current

receivables 16,627 – – – – – – 16,627trade and other

receivables 412,234 3,225 37,810 1 4,766 39,956 289 498,281Cash and cash

equivalents 1,064,792 9,221 30,222 10 3,697 209,664 706 1,318,312loans and

borrowings (597,477) – (102,475) – – – – (699,952)Non-current

security deposit – – (3,116) – (2,834) – – (5,950)trade and other

payables2 (221,865) (8) (26,894) (39) (1,325) (13,991) (814) (264,936)805,185 260,217 (64,453) (28) 4,304 235,629 181 1,241,035

less:– Net financial

liabilities/(assets) denominated in the respective entities' functional currencies (760,048) (258,488) 102,091 – (4,314) (20,471) (181) (941,411)

Currency exposure 45,137 1,729 37,638 (28) (10) 215,158 – 299,624

1 others include mainly Indian Rupees. 2 Exclude advance payment received and liability for employee benefits.



TotalSingapore US Chinese Hong Kong Japanese Malaysian foreign

Dollars Dollars Renminbi Dollars Yen Ringgit Others1 currencies$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Group2009other investments – 200,028 – – – – – 200,028Non-current

receivables 4 – – – – – – 4trade and other

receivables 172,675 118,368 136,137 2 4,305 4,371 155 436,013Cash and cash

equivalents 385,785 46,960 43,549 3 4,816 63,108 85 544,306loans and

borrowings – – (116,662) – – (386,231) – (502,893)Non-current security

deposit (4,778) – (2,716) – (2,864) (12,747) – (23,105)trade and other

payables2 (156,476) (1,748) (159,437) (28) (1,931) (27,616) (143) (347,379)397,210 363,608 (99,129) (23) 4,326 (359,115) 97 306,974

less:– Net financial

liabilities/(assets) denominated in the respective entities' functional currencies (431,896) (201,701) 134,903 – (4,330) 515,473 (97) 12,352

Currency exposure (34,686) 161,907 35,774 (23) (4) 156,358 – 319,326

1 others include mainly Indian Rupees. 2 Exclude advance payment received and liability for employee benefits.

USDollars

ChineseRenminbi

Hong KongDollars

JapaneseYen

Malaysian Ringgit

Totalforeign

currencies$’000 $’000 $’000 $’000 $’000 $’000

Company2010Cash and cash equivalents 5 – 2 – – 7trade and other payables (3) (3) – (13) (16) (35)Currency exposure 2 (3) 2 (13) (16) (28)

2009Cash and cash equivalents 4,811 – 2 – – 4,813trade and other payables (8) (3) – (8) – (19)Currency exposure 4,803 (3) 2 (8) – 4,794



Sensitivity analysis

A 5% strengthening of the respective functional currencies of the subsidaries against the following foreign currencies at the reporting date would increase (decrease) equity and profit or loss by the amounts shown below. the analysis assumed that all other variables, in particular interest rates, remain constant and does not take into account the associated tax effects and share of non-controlling interests.

GROUp COMpaNy

EquityProfit

or loss EquityProfit

or loss$’000 $’000 $’000 $’000

2010Singapore Dollars1 – (2,257) – –US Dollars2 – (86) – –Chinese Renminbi3 – (1,882) – –hong Kong Dollars3 – 1 – –Japanese Yen3 – 1 – 1Malaysian Ringgit3 – (10,758) – 1

2009Singapore Dollars1 – 1,734 – –US Dollars2 – (8,095) – (240)Chinese Renminbi3 – (1,789) – –hong Kong Dollars3 – 1 – –Malaysian Ringgit3 – (7,818) – –

1 As compared to functional currencies of US Dollars, Chinese Renminbi and Malaysian Ringgit. 2 As compared to functional currencies of Chinese Renminbi and Singapore Dollars. 3 As compared to functional currencies of Singapore Dollars.

A 5% weakening of the respective functional currencies of the subsidiaries against the above foreign currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis all other variables remain constant.

(c) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument

fails to meet its contractual obligations. For trade receivables, the Group has guidelines governing the process of granting credit as a service or product provider in its respective segments of business. trade and other receivables relate mainly to the Group’s tenants from its commercial buildings and retail malls. Investments and financial transactions are restricted to counterparties that meet the appropriate credit criteria.

the Group has a diversified portfolio of businesses and as at balance sheet date, there were no significant concentration of credit risk with any entity. the maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.


noteS to the financial StatementS (d) liquidity risk

liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. TheGroupactivelymanagesitsdebtmaturityprofile,operatingcashflowsandtheavailabilityoffundingso as to ensure that all refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient level of cash or cash convertible investments to meet its working capital requirement. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group will constantly raise committed funding from both capital markets and financial institutions and balance its portfolio with some short term funding so as to achieve overall cost effectiveness.

As at 31 December 2010, the Group has unutilised credit facilities amounting to $864.1 million (2009: $519.4 million).

During the year, the Group launched a $2.0 billion Euro Medium-term-Note programme, of which unsecured notes of $350.0 million has been issued as at 31 December 2010.

Thefollowingaretheexpectedcontractualundiscountedcashflowsoffinancialliabilities,includinginterestpayments and excluding the impact of netting agreements:

Contractual cash flows(including interest payments)

Carryingamount Total

Within1 year

Within1 to 5 years

More than5 years

$’000 $’000 $’000 $’000 $’000

Group2010Secured bank loans 102,475 127,271 18,151 71,287 37,833Unsecured bank loans 248,140 256,169 3,010 253,159 –Unsecured notes 349,337 441,927 8,901 55,338 377,688trade and other payables* 264,936 264,936 264,936 – –Security deposits

(non-current) 5,950 5,950 – 3,226 2,724Interest rate swaps 344 614 321 293 –

971,182 1,096,867 295,319 383,303 418,245

Group2009Secured bank loans 442,117 489,169 29,979 420,536 38,654Secured notes 60,776 63,924 63,924 – –trade and other payables* 347,379 351,125 351,125 – –Security deposits

(non-current) 23,105 23,105 – 20,982 2,123873,377 927,323 445,028 441,518 40,777

Company2010trade and other payables* 235,200 235,200 235,200 – –

2009trade and other payables* 182,341 182,341 182,341 – –

* Excludes advance payments received and liability for employee benefits.

Itisnotexpectedthatthecashflowsincludedinthematurityanalysiscouldoccursignificantlyearlier,orat significantly different amounts.



(e) Fair value

the following methods and assumptions are used to estimate the fair values of the following significant classes of financial instruments:

(i) derivatives

the fair value of derivatives financial instruments is based on their market prices or brokers’ quotes.

(ii) available-for-sale investments

Fair values are based on quoted bid prices where available, without any deduction for transaction costs with the exception of those equity securities which are not traded in an active market. the fair value of such security is determined using a valuation technique.

(iii) Other Financial assets and liabilities

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.

Wherediscountedcashflowtechniquesareused,estimated futurecashflowsarebasedonmanagement’s best estimates and the discount rate is a market-related rate for a similar instrument at the balance sheet.

Fair value hierarchy

the table below analyses financial instruments carried at fair value, by valuation method. the different levels have been defined 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).

Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000

Group2010Available-for-sale investments – – 378,653 378,653Interest rate swaps – 344 – 344

2009Available-for-sale investments – – 200,028 200,028



(e) Fair value (Cont'd)

(iii) Other Financial assets and liabilities (Cont'd)

During the year ended 31 December 2010, there were no transfers between level 1 and level 2 of the fair value hierarchy.

the following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in level 3 of the fair value hierarchy:

Available-for-sale investments – level 3:

2010 2009$’000 $’000

At 1 January 200,028 –purchases during the year 162,591 190,147total gains in other comprehensive income 25,936 9,881translation differences (9,902) –At 31 December 378,653 200,028

the available-for-sale investments that are recorded in the level 3 category comprise a 17.1% effective interest in a company which indirectly owns an investment property and a 15% interest in an unquoted closed-end real estate fund, which holds investment properties. the fair value of these investments as at the reporting date was determined using a valuation technique based on the net asset value approach, which takes into consideration the fair value of the underlying assets and liabilities of the entity to which the financial instrument relates. the assets held by the relevant entities comprise mainly properties whose fair values were determined by independent licensed appraisers. the fair values of the properties were based onmarketvaluesdeterminedusingthediscountedcashflow,directcomparisonandresidualmethods.

(iv) accounting classifications and fair values

Fair value – hedging

instrumentsLoans and

receivablesAvailable-for

-sale

Other financial liabilities

Totalcarrying amount Fair value

Note $’000 $’000 $’000 $’000 $’000 $’000

Group2010Available-for-

sale equity securities 9 – – 378,653 – 378,653 378,653

other assets 11 – 16,869 – – 16,869 16,869trade and other

receivables1 12 – 476,941 – – 476,941 476,941Cash and cash

equivalents 13 – 1,318,312 – – 1,318,312 1,318,312– 1,812,122 378,653 – 2,190,775 2,190,775

1 Exclude prepayments.




(iv) accounting classifications and fair values (Cont'd)

Fair value – hedging

instrumentsLoans and

receivablesAvailable-for

-sale



Note $’000 $’000 $’000 $’000 $’000 $’000

Group2010Unsecured

notes 16 – – – (349,337) (349,337) (335,615)Secured loans 16 – – – (102,475) (102,475) (102,475)Unsecured

loans 16 – – – (248,140) (248,140) (248,140)other non-

current liabilities 17 – – – (5,950) (5,950) (5,950)

Interest rate swaps 17 (344) – – – (344) (344)

trade and other payables2 18 – – – (264,936) (264,936) (264,936)

(344) – – (970,838) (971,182) (957,460)

Loans and receivables

Available-for-sale



Note $’000 $’000 $’000 $’000 $’000

Group2009Available-for-sale equity

securities 9 – 200,028 – 200,028 200,028other assets 11 730 – – 730 730trade and other receivables1 12 435,095 – – 435,095 435,095Cash and cash equivalents 13 544,306 – – 544,306 544,306

980,131 200,028 – 1,180,159 1,180,159

Secured notes 16 – – (60,776) (60,776) (60,776)Secured loans 16 – – (442,117) (442,117) (442,117)other non-current liabilities 17 – – (23,105) (23,105) (23,105)trade and other payables2 18 – – (347,379) (347,379) (347,379)

– – (873,377) (873,377) (873,377)

1 Exclude prepayments. 2 Exclude advance payment received and liability for employee benefits.




(iv) accounting classifications and fair values (Cont'd)

Loans and receivables

Available-for-sale



Note $’000 $’000 $’000 $’000 $’000

Company2010trade and other receivables1 12 2,161,760 – – 2,161,760 2,161,760Cash and cash equivalents 13 927 – – 927 927

2,162,687 – – 2,162,687 2,162,687

trade and other payables2 18 – – (235,200) (235,200) (235,200)– – (235,200) (235,200) (235,200)

Company2009other assets 11 4 – – 4 4trade and other receivables1 12 1,834,500 – – 1,834,500 1,834,500Cash and cash equivalents 13 355,415 – – 355,415 355,415

2,189,919 – – 2,189,919 2,189,919

trade and other payables2 18 – – (182,341) (182,341) (182,341)– – (182,341) (182,341) (182,341)

1 Exclude prepayments. 2 Exclude advance payment received and liability for employee benefits.


noteS to the financial StatementS 33 operating SegmentS

the Group has two reportable segments, as described below, which are the Group’s divisions. For each of the divisions, management reviews internal management reports on at least a quarterly basis. the following summary describes the operations in each of the Group’s reportable segments:

– Management business – Includes the provision of asset and project management, fund management and mall management services.

– Investment business – Includes investments in retail properties held directly through subsidiaries or through associates and jointly-controlled entities.

others segment includes corporate office and group treasury. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2010 or 2009. Information regarding the results of each reportable segment is included below. performance is measured based on segment earnings before finance costs and income tax ("EBIt"), as included in the internal management reports that are reviewed by the management. EBIt is used to measure performance as the 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.

(a) Operating segments

Management business

Investment business Others Elimination Total

$’000 $’000 $’000 $’000 $’000

2010External revenue 149,056 94,285 2,061 – 245,402Inter-segment revenue 104,712 – – (104,712) –total external revenue 253,768 94,285 2,061 (104,712) 245,402

segment resultsCompany and subsidiaries 59,546 94,166 (26,184) – 127,528Associates – 101,275 – – 101,275Jointly-controlled entities 7,506 236,123 – – 243,629EBit 67,052 431,564 (26,184) – 472,432

Finance costs (25,603)Income tax expense (8,162) (10,593) 1,433 – (17,322)profit for the year 429,507

total assets as at 31 december 2010 172,932 4,617,544 2,191,701 – 6,982,177

total liabilities as at 31 december 2010 65,690 390,822 637,435 – 1,093,947

Other segment items:

interest in associates – 3,119,729 – – 3,119,729interest in jointly-controlled

entities – 1,043,656 – – 1,043,656

Capital expenditure 3,327 161,183 2,732 – 167,242


noteS to the financial StatementS 33 operating SegmentS (cont’D)

(a) Operating segments (Cont’d)

Management business

Investment business Others Elimination Total

$’000 $’000 $’000 $’000 $’0002009External revenue 91,675 135,161 2,110 – 228,946Inter-segment revenue 74,685 – – (74,685) –total external revenue 166,360 135,161 2,110 (74,685) 228,946

segment resultsCompany and subsidiaries 55,513 23,656 (47,563) – 31,606Associates – (53,371) – – (53,371)Jointly-controlled entities (4,614) 547,492 – – 542,878EBit 50,899 517,777 (47,563) – 521,113

Finance costs (111,430)Income tax expense (3,924) (10,843) (1,260) – (16,027)profit for the year 393,656

total assets as at 31 december 2009 287,209 5,845,817 363,395 – 6,496,421

total liabilities as at 31 december 2009 164,563 795,527 23,446 – 983,536

Other segment items:

interest in associates – 2,999,393 – – 2,999,393interest in jointly-controlled

entities – 794,829 – – 794,829

Capital expenditure 2,850 89,321 1,493 – 93,664


noteS to the financial StatementS 33 operating SegmentS (cont’D)

(b) Geographical information

Singapore China Japan Malaysia India Total

$’000 $’000 $’000 $’000 $’000 $’000

2010External revenue 108,679 78,680 4,699 49,520 3,824 245,402

as at 31 december 2010

Non-current assets 2,768,878 1,885,777 121,600 250,536 138,793 5,165,584

total assets 3,924,605 2,271,952 130,868 508,563 146,189 6,982,177

2009

External revenue 84,332 62,879 2,144 79,134 457 228,946

as at 31 december 2009

Non–current assets 2,849,325 1,576,297 130,711 824,746 135,023 5,516,102

total assets 3,371,412 1,954,813 139,866 893,032 137,298 6,496,421

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of subsidiaries. Segment assets are based on the geographical location of the assets.

34 new accounting StanDarDS anD interpretationS not yet aDopteD

the Group has not applied the following accounting standards (including their consequential amendments) and interpretations that have been issued as of the balance sheet date but are not yet effective:

• RevisedFRS24Related Party Disclosures

• AmendedFRS32Amendments to FRS 32 Financial Instruments: Presentation – Classification of Rights Issues

• AmendedFRS101Amendments to FRS 101 Limited Exemption from Comparative FRS 107 Disclosures for First–Time Adopters

• AmendedINTFRS114Amendments to INt FRS 114 – Prepayments of a Minimum Funding Requirement

• INTFRS115Agreements for the Construction of Real Estate

• INTFRS119Extinguishing Financial Liabilities with Equity Instruments


noteS to the financial StatementS 34 new accounting StanDarDS anD interpretationS not yet aDopteD (cont’D)

INt FRS 115 which is effective for financial period commencing on 1 January 2011, clarifies when revenue and related expenses from a sale of a real estate unit should be recognised if an agreement between a developer and a buyer is reached before the construction of the real estate is completed. INt FRS 115 clarifies that contracts which do not classify as construction contracts in accordance with FRS 11 can only be accounted for under the percentage of completion method if the entity continuously transfers to the buyer control and the significant risks and rewards of ownership of the work in progress in its current state as construction progresses.

the Group’s current accounting policy for all residential property sales was to recognise revenue on percentage of completion method which is an allowed alternative method under Recommended Accounting practice 11 – Pre–Completion Contracts For The Sale Of Development Property (“RAp 11”). RAp 11 will be withdrawn with effect from 1 January 2011 following the adoption of INt FRS 115.

the Group has considered the application of INt FRS 115 and the accompanying practice note issued specifically in the context of the sale of development properties in Singapore, and concluded that whilst the “pre-completion” sale contracts were not, in substance, construction contracts, the legal terms in certain contracts results in the continuous transfer of work in progress to the purchaser. Consequently the Group will continue to adopt the percentage of completion method of revenue recognition for residential projects in Singapore under progressive payment scheme and hence for these contracts revenue is recognised as work progresses. For the residential projects in Singapore under the deferred payment scheme and overseas residential projects, the construction revenue and expenses will be accounted for under completion of construction method as stipulated in INt FRS 115, where applicable.

the estimated impact of this change in accounting policy is set out below:

Group2010

$’000

Increase in share of results (net of tax) of a jointly-controlled entity 119,431

Increase in profit attributable to owners of the Group 119,431

Increase/(decrease) in net assets –Increase in basic earnings per share (cents) 3.07Increase in diluted earnings per share (cents) 3.07

Revised FRS 24 Related Party Disclosures modifies the definition of a related party and simplifies disclosures for government–related entities. the Group does not expect any impact on its financial position or performance, however, disclosures regarding related party transactions and balances in these consolidated financial statements may be affected when the revised version of the Standard is applied in future accounting periods.

the initial application of these standards (and its consequential amendments) and interpretations is not expected to have material impact on the Group’s financial statements except for INt FRS 115 Agreements for the Construction of Real Estate. the Group has not considered the impact of accounting standards issued after the balance sheet date.


noteS to the financial StatementS 35 SubSequent eventS

Subsequent to the year ended 31 December 2010, the directors proposed a first and final dividend of 2 cents per share in respect of the financial year 2010 which is to be approved at the annual general meeting of shareholders.

on 21 January 2011 a wholly-owned subsidiary, CapitaMalls Asia treasury limited, issued 1-year and 3-year retails bonds with an aggregate notional amount of $200.0 million.

36 SubSiDiarieS

Details of subsidiaries are as follows:

Name of subsidiaries Principal activities

Country of incorporation and place of business

Effective interest heldby the Group

2010 2009% %

Albert Complex pte ltd Investment holding Singapore 100 100

Capita Card pte. ltd. promotion of Co-Brand cards

Singapore 100 100

Capitaland Retail (BJ) Investments pte. ltd. Investment holding Singapore 100 100

Capitaland Retail (BJ1) holdings pte. ltd. Investment holding Singapore 100 100

1Capitaland Retail BJ1 (M) limited Investment holding Mauritius 100 100

Capitaland Retail (MY) pte. ltd. Investment holding Singapore 100 100

Capitaland Retail (SI) Investments pte. ltd. Investment holding Singapore 100 100

Capitaland Retail China pte. ltd. Investment holding Singapore 100 100

Capitaland Retail hong Kong Investments pte. limited

Investment holding Singapore 100 100

2Capitaland Retail hong Kong Investments two (BV) limited

Investment holding British Virgin Islands

100 100

Capitaland Retail India Investments pte. ltd. Investment holding Singapore 100 100

Capitaland Retail India pte. ltd. Investment holding Singapore 100 100

Capitaland Retail Investments (SY) pte. ltd. Investment holding Singapore 100 100






2010 2009% %

Capitaland Retail Japan Investments pte. ltd.


1Capitaland Retail Management Kabushiki Kaisha

property management Japan 100 100

Capitaland Retail Management pte ltd property management Singapore 100 100

Capitaland Retail project Management pte. limited

project management Singapore 100 100

1Capitaland Retail property Management India private limited

property management India 100 100

Capitaland Retail Singapore Investments pte. ltd.


Capitaland Retail Singapore Investments two pte. ltd.


1Capitaland SZItIC (Shenzhen) property Management Co., ltd.

property management the people’s Republic of China

51 51

1Capitaland Retail (Beijing) Facilities & projects Consulting Co., ltd

project management the people’s Republic of China

100 100

1Capitaland Retail (Shanghai) Management & Consulting Co. ltd.


100 100

Capitaland Retail RECM pte. ltd. Investment holding Singapore 100 100

CapitaRetail China Investments pte. ltd. Investment holding Singapore 100 100

1CapitaRetail Gurney Sdn. Bhd. property investment Malaysia 100 100

1CapitaMalls Chongqing Investment Co., ltd. property investment the people’s Republic of China

73 73

Clarke Quay pte ltd property investment Singapore 100 100

1CapitaMalls Foshan City Nanhai Commercial property Co., ltd.

property investment the people’s Republic of China

73 73






2010 2009% %

Gain 888 Investments pte. ltd. Investment holding Singapore 100 100

1CapitaMalls hunan Commercial property Co., ltd.


73 73

3Kaimao (Beijing) Investment & Consulting Co., ltd.


100 100

1CapitaMalls Maoming City Commercial property Co., ltd.


73 73

1Mutual Streams Sdn. Bhd. property investment Malaysia 100 100

one trust property investment Singapore 100 100

plaza Singapura (private) limited Inactive Singapore 100 100

premier healthcare Services International pte ltd


pronto Investment one pte. ltd. Investment holding Singapore 100 100

pyramex Investments pte ltd Investment holding Singapore 100 100

Retail Crown pte. ltd. Investment holding Singapore 100 100

Retail Galaxy pte. ltd. Investment holding Singapore 100 100

1Vast Winners Sdn. Bhd. property investment Malaysia 100 100

1CapitaMalls Zhangzhou Commercial property Co., ltd.


73 73

CapitaMall trust Management limited Real Estate Investment trust (“REIt”) management

Singapore 100 100

CapitaRetail Japan Fund Management private limited

property fund management

Singapore 100 100

CapitaRetail Singapore Management pte. ltd. property fund management

Singapore 100 100






2010 2009% %

CapitaRetail China Fund Management pte. ltd.


Singapore 100 100

CapitaRetail China trust Management limited REIt management Singapore 100 100

Capitaland Retail trustee pte. ltd. Investment holding Singapore 100 100

2Retail RECM (BVI) limited Investment holding British Virgin Islands

100 100

one trustee pte. ltd. Investment holding Singapore 100 100

CapitaRetail India Fund Management pte. ltd.


Singapore 100 100

1CapitaMalls Malaysia REIt Management Sdn. Bhd. (formerly CapitaRetail Malaysia REIt Management Sdn. Bhd.)

REIt management Malaysia 70 100

1CapitaRetail (Beijing) Investment Consulting Co., ltd.

Management consultancy

the people’s Republic of China

100 100

Victoria City pte ltd Investment holding Singapore 100 100

CMA RCCF Investment (BVI) limited (formerly Wealthy Victory Investments limited)


100 100

1Capitaland Retail Malaysia Sdn. Bhd. project management Malaysia 100 100

1luxury Ace Sdn. Bhd. Investment holding Malaysia 100 100

CapitaMalls Asia treasury limited (formerly pronto two limited)

provision of financial and treasury services

Singapore 100 –

1Menang Investment limited Investment holding British Virgin Islands

100 –

1CMMt Investment limited Investment holding Malaysia 100 –

Brilliance trustee pte. ltd. (formerly Energy trustee pte. ltd.)

trust services Singapore 100 –

CMA Singapore Investments (3) pte. ltd. Investment holding Singapore 100 –






2010 2009% %

4CMA Singapore Investments (4) pte. ltd. Investment holding Singapore 100 –

4CMA Singapore Investments (5) pte. ltd. Investment holding Singapore 100 –

4JG trustee pte. ltd. (formerly Fusion trustee pte. ltd.)

trust services Singapore 100 –

CMA China II pte. ltd. Investment holding Singapore 100 –

2CMA China II (BVI) holdings limited (formerly All Synergy Enterprises limited)


100 –

2Cressida Enterprises limited Investment holding British Virgin Islands

100 –

1Magic Bright Investments limited Investment holding hong Kong 100 –

omnitrix Investment pte. ltd. Investment holding Singapore 100 –

4CMA Japan holdings pte. ltd. Investment holding Singapore 100 –

1Success Idea Sdn. Bhd. property Investment Malaysia 100 –

1Scenic Growth Sdn. Bhd. property Investment Malaysia 100 –

1Milky Way properties Berhad. property Investment Malaysia 100 –

2CMA China II (BVI) Changning limited (formerly Better Value holdings limited)


100 –

2Exuberant holdings limited Investment holding British Virgin Islands

100 –

1CapitaRetail China Developments D18 (hK) limited

Investment holding hong Kong 100 –

1Growing State holdings limited Investment holding hong Kong 100 –

1Rongyue Chengdu Real Estate Co. ltd. Real Estate Investment and management


100 –

1Chengdu huayun Jiangnan Real Estate Development Co. ltd.

Real Estate Investment and management


100 –






2010 2009% %

1CapitaMalls Beijing Business Co. ltd. Investment and consultancy services


100 –

Notes:All subsidiaries are audited by KpMG llp Singapore except for the following:

1 Audited by other member firms of KpMG International.2 Not required to be audited under the laws of country of incorporation.3 In the process of being liquidated.4 Not yet required to be audited as the entity is newly incorporated.

37 aSSociateS

Details of significant associates are as follows:

Name of associates Principal activities



2010 2009% %

1Bugis City holdings pte ltd Investment holding Singapore – 49.50

CapitaMall trust property investment Singapore 29.85 29.86

CapitaRetail Japan Fund private limited Investment holding Singapore 26.29 26.29

Capitaland (RCS) property Management pte. ltd. property management Singapore 40.00 40.00

CapitaRetail China trust property investment Singapore 27.35 27.06

CapitaRetail China Development Fund property investment Singapore 45.00 45.00

CapitaRetail China Development Fund II property investment Singapore 45.00 45.00

CapitaRetail China Incubator Fund property investment Singapore 30.00 30.00

CapitaRetail India Development Fund property investment Singapore 45.45 45.45

2horizon Realty Fund, llC Investment holding Mauritius 21.43 21.43

3CapitaMalls Malaysia trust property investment Malaysia 41.74 –


noteS to the financial StatementS 37 aSSociateS (cont’D)

Notes:All associates are audited by KpMG llp Singapore except for the following:

1 liquidated during the financial year.2 Audited by Ernst and Young and its associated firms.3 Audited by other member firms of KpMG International.

38 Jointly–controlleD entitieS

Details of significant jointly–controlled entities are as follows:

Name of jointly– controlled entities Principal activities



2010 2009% %

1Capitaland hualian Management & Consulting (Beijing) Co., ltd.

property management and consultancy services


50 50

1Capitaland Retail prestige Mall Management private limited

property management India 50 50

orchard turn holding pte. ltd. Investment holding Singapore 50 50

IoN orchard link pte. ltd. Investment holding Singapore 50 –

Brilliance Residential (1) pte. ltd. Real Estate Developer Singapore 50 –

2Brilliance Mall trust property Investment Singapore 50 –

Notes:All jointly–controlled entities are audited by KpMG llp Singapore except for the following:

1 Audited by other member firms of KpMG International.2 Not yet required to be audited as the entity is newly incorporated.


otherinformation1 DirectorS’ remuneration

(a) directors’ Compensation table for the financial year ended 31 december 2010(1):

Salary inclusive

AWS and employer’s

CPF

Bonus and other benefits inclusive of employer’s

CPF(2)(3)

Directors’ Fees

inclusive of attendance

fees(4)

Awards of shares(5) Total

Directors of the Company $ $ $ $ $

payable by Company:liew Mun leong – – 156,116(6) 67,058 223,174Jennie Chua – – 48,000(6) 17,526 65,526lim tse Ghow olivier – – 94,374(6) 36,896 131,270lim Beng Chee 628,174 873,635 – 600,488 2,102,297Sunil tissa Amarasuriya – – 91,000 31,592 122,592Dr Fu Yuning (7) – – 46,000 18,679 64,679Dr loo Choon Yong – – 95,705 37,818 133,523Arfat pannir Selvam – – 69,964 29,517 99,481professor tan Kong Yam – – 82,705 30,670 113,375hiroshi toda (8) – – 28,333 8,546 36,879Yap Chee Keong – – 105,964 38,049 144,013total for directors of the Company 628,174 873,635 818,161 916,839 3,236,8091 this is the first full year declaration for Directors’ remuneration under CapitaMalls Asia since its listing on 25 November 2009.2 the bonus figures disclosed are based on an accrual basis and are accrued for the performance of the same year.3 the bonus figures consist primarily of Economic Value Added (“EVA”) bonuses under the EVA incentive plan and are disclosed based on an

accrual basis and accrued for the performance of the same year. the EVA bonus accrued for year 2010 is credited into the bonus account and a portion of the balance in the bonus account will be paid out annually, provided that the account balance, which is subjected to a clawback feature, is positive.

4 the directors’ fees will only be paid upon approval by the shareholders at the forthcoming Annual General Meeting of the Company.5 the awards granted under the CapitaMalls Asia Restricted Stock plan (“RSp”) to the Directors (except for Mr lim Beng Chee) are time-

based with no performance conditions and will be released over a vesting period of two years. the awards of shares figures disclosed are based on the fair value of the shares at the time of grant.

Contingent awards of shares under the RSp and the Capitaland performance Share plan (“pSp”) were granted to Mr lim Beng Chee. the final number of shares released to Mr lim Beng Chee under the contingent awards of shares for RSp and pSp will depend on the achievement of pre-determined targets and subject to the respective vesting period under RSp and pSp. the contingent awards of shares figures disclosed are based on the fair value of the shares comprised in the baseline awards under the RSp and pSp at the time of grant.

6 Director’s fee is payable to Capitaland limited from 25 November 2009, the date the Company ceased to be a wholly-owned subsidiary of Capitaland.

7 Dr Fu Yuning resigned as a director of the Company on 1 January 2011.8 Mr hiroshi toda resigned as a director of the Company on 16 June 2010.

(b) Number of directors of CapitaMalls asia limited in Remuneration Bands:

Remuneration Bands 2010

$500,000 and above 1$250,000 to $499,999 –Below $250,000 10total 11


otherinformation2 executiveS’ remuneration

Remuneration data (for key executive) for the financial year ended 31 december 2010:

Total Compensation Bands Name of employees

$1,250,000 to $1,499,999 Simon ho$1,000,000 to $1,249,999 Simon Yong$750,000 to $999,999 Goh Soon Yong, Ng Kok Siong, Jesline Goh$500,000 to $749,999 lock Wai han, Sharon lim, tony tan,

Kevin Chee

Note 1: total compensation comprises salary, annual wage supplement, bonus, value of the contingent awards of shares granted and other benefits in kind.

Note 2: Key Executives refer to Chief Executive officers and Country heads of CapitaMalls Asia subsidiaries as well as the Chief Financial officer, Chief Development officer and Chief Corporate officer of CapitaMalls Asia Corporate office.

3 intereSteD perSon tranSactionS2010

Group $’000

transactions on sale of Goods and servicesCapitaland limited and its associates 6,123Associates of temasek holdings (private) limited 711

transactions on purchase of Goods and servicesCapitaland limited and its associates 31,010

transactions on investmentsCapitaland limited and its associates 975,003


otherinformation4 material contractS

the material contracts entered into between the Group involving the interests of the Group’s controlling shareholder, which have been subsisting as at the end of the financial year are as follows:

(a) collaboration agreement dated 30 october 2009 entered into between the Company and Capitaland relating to agreed parameters regarding the extent to which the Capitaland group of companies may engage in businesses that may compete with the Group’s businesses;

(b) license agreement dated 30 october 2009 entered into between the Company and Capitaland for the license to use certain trademarks in the Group’s business;

(c) shared services agreement dated 28 December 2010 entered into between the Company and Capitaland pursuant to which Capitaland would provide the Group with advisory and other services in relation to treasury functions, administration, information technology, human resource, tax, risk management and corporate communication services and marketing;

(d) a right of first refusal granted to the Group by Capitaland over any proposed sale of Capitaland’s interests (whether direct or indirect) in the people’s parade Mall in Wuhan City, China, or the shares or equity interests of the relevant company or entity which holds people’s parade Mall; and

(e) agreements dated 1 July 2010 and 28 December 2010 entered into between the Company and Capitaland for use of Capitaland’s information technology infrastructure by the Group.

other than as disclosed, there were no material contacts entered into by the Company or any of its subsidiaries during the financial year ended 31 December 2010 involving the interests of the chief executive officer, any director or controlling shareholders pursuant to Rule 1207(8) of the SGX-St listing Manual.


share capital fully paidS$4,607,514,343 (comprising 3,885,081,827 fully paid ordinary Shares; voting rights: one vote per share)

twenty largest shareholdersAs shown in the Register of Members and Depository Register

S/No. Name No. of Shares %

1 Capitaland limited 2,544,020,000 65.48

2 Citibank Nominees Singapore pte ltd 533,815,278 13.74

3 DBSN Services pte ltd 209,462,196 5.39

4 DBS Nominees pte ltd 132,588,964 3.41

5 RafflesNominees(Pte)Ltd 50,896,567 1.31

6 hSBC (Singapore) Nominees pte ltd 49,414,922 1.27

7 United overseas Bank Nominees (pte) ltd 42,545,213 1.10

8 BNp paribas Securities Services Singapore 38,578,712 0.99

9 Morgan Stanley Asia (Singapore) Securities pte ltd 8,444,073 0.22

10 oCBC Securities private ltd 6,950,000 0.18

11 UoB Kay hian pte ltd 6,281,000 0.16

12 phillip Securities pte ltd 5,995,100 0.15

13 DB Nominees (Singapore) pte ltd 4,605,010 0.12

14 DBS Vickers Securities (Singapore) pte ltd 4,104,000 0.11

15 BNp paribas Nominees Singapore pte ltd 2,831,370 0.07

16 oCBC Nominees Singapore private limited 2,420,002 0.06

17 Kim Eng Securities pte. ltd. 2,374,000 0.06

18 Chua Kee tee 2,000,000 0.05

19 CIMB Securities (Singapore) pte ltd 1,771,000 0.05

20 ABN Amro Nominees Singapore pte ltd 1,716,857 0.04

Total 3,650,814,264 93.96

ShareholDing StatiSticSAs at 1 March 2011


substantial shareholdersAs shown in the Register of Substantial Shareholders as at 1 March 2011

No. of ordinary shares in which substantial shareholder

has a direct interest

No. of ordinary shares in which substantial shareholder is deemed to have an interest

temasek holdings (private) limited 0 2,545,813,973

Capitaland limited 2,544,020,000 0

the Capital Group Companies, Inc. 0 346,840,000

Notes:1 By virtue of Section 7 of the Companies Act, Cap. 50 of Singapore, temasek holdings (private) limited (“temasek”) is deemed to have an interest in

2,545,813,973 ordinary shares in which temasek’s subsidiaries and associated companies have or deemed to have an interest. temasek is wholly owned by the Minister for Finance.

2 the Capital Group Companies Inc. (“the Capital Group”) is deemed to have an interest in 346,840,000 ordinary shares in which the Capital Group’s subsidiaries have or deemed to have an interest.

size of shareholdings

Size of HoldingsNo. of

Shareholders %No. of

Shares %

1 – 999 14 0.04 3,578 0.00

1,000 - 10,000 30,706 88.88 106,840,992 2.75

10,001 - 1,000,000 3,805 11.01 122,329,777 3.15

1,000,001 and above 24 0.07 3,655,907,480 94.10

Total 34,549 100.00 3,885,081,827 100.00

Approximately 25.06% of the issued ordinary shares are held in the hands of the public. Rule 723 of the listing Manual of the Singapore Exchange Securities trading limited is complied with.

ShareholDing StatiSticSAs at 1 March 2011


notice of annual general meetingNotICE IS hEREBY GIVEN that the Annual General Meeting (“AGM”) of CapitaMalls Asia limited (the “Company”) will beheldattheStamfordBallroom,Level4,RafflesCityConventionCentre,80BrasBasahRoad,Singapore189560onthursday, 21 April 2011 at 10.00 a.m. to transact the following business:

(a) as ORdiNaRy BUsiNEss1 to receive and adopt the Directors' Report and Audited Financial Statements for

the year ended 31 December 2010 and the Auditors' Report thereon.(ordinary Resolution 1)

2 to declare a first and final 1-tier dividend of S$0.02 per share for the year ended 31 December 2010.

(ordinary Resolution 2)

3 to approve Directors' fees of S$818,161 for the year ended 31 December 2010. (2009: S$86,200)


4 to re-elect the following Directors, who are retiring by rotation pursuant to Article 95 of the Articles of Association of the Company and who, being eligible, offer themselves for re- election:(i) Mr lim tse Ghow olivier (ordinary Resolution 4(i))(ii) Mr lim Beng Chee (ordinary Resolution 4(ii))(iii) Mr Sunil tissa Amarasuriya (ordinary Resolution 4(iii))

5 to re-appoint Messrs KpMG llp as Auditors of the Company and to authorise the Directors to fix their remuneration.


6 to transact such other ordinary business as may be transacted at an AGM of the Company.


(B) as spECial BUsiNEss7 to consider and, if thought fit, to pass with or without any modification, the following

resolutions as ordinary Resolutions:7A that pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore,

authority be and is hereby given to the Directors of the Company to:(ordinary Resolution 7A)

(a) (i) issue shares in the capital 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) securities, 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) 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) shall not exceed fifty per cent. (50%) of the total number of issued shares (excluding treasury shares, if any) (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 twenty per cent. (20%) of the total number of issued shares (excluding treasury shares, if any) (as calculated in accordance with sub -paragraph (2) below);


notice of annual general meeting

(2) (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 total number of issued shares (excluding treasury shares, if any) shall be based on the total number of issued shares (excluding treasury shares, if any) at the time this Resolution is passed, after adjusting for:(I) any 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;(3) 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 Articles of Association for the time being of the Company; and

(4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next AGM of the Company or (ii) the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.

7B that the Directors be and are hereby authorised to: (ordinary Resolution 7B)(a) grant awards to employees (including executive directors) and non-

executive directors of the Company and/or its parent company, subsidiaries, associated companies and the subsidiaries of the parent company who are eligible to participate in the CapitaMalls Asia performance Share plan (the "performance Share plan") and/or the CapitaMalls Asia Restricted Stock plan (the "Restricted Stock plan") (the performance Share plan and the Restricted Stock plan together being referred to as the "Share plans"), in accordance with the provisions of the Share plans; and

(b) allot and issue from time to time such number of fully paid shares in the Company as may be required to be issued pursuant to the vesting of awards granted under the Share plans,

provided that the aggregate number of new shares to be issued pursuant to the vesting of awards granted under the Share plans shall not exceed fifteen per cent. (15%) of the total number of issued shares (excluding treasury shares, if any) from time to time.

By order of the Board

Kannan maliniCompany Secretary

Singapore 30 March 2011


notice of annual general meetingNotes:I A member of the Company entitled to attend and vote at the AGM is entitled to appoint not more than two proxies

to attend and vote in his/her stead. A proxy need not be a member of the Company.

II Where a member of the Company appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy.

III the proxy form must be lodged/deposited at the office of the Company's Share Registrar, Boardroom Corporate &AdvisoryServicesPte.Ltd.,50RafflesPlace,#32-01SingaporeLandTower,Singapore048623notlaterthan19 April 2011 at 10.00 a.m. being 48 hours before the time fixed for the AGM of the Company.

Explanatory notes:1 In relation to ordinary Resolution 4, Mr lim tse Ghow olivier will, upon re-election continue to serve as Chairman

of the Finance and Budget Committee and a Member of the Investment Committee and the Corporate Disclosure Committee respectively; Mr lim Beng Chee will, upon re-election continue to serve as a Member of the Finance and Budget Committee, the Investment Committee and the Corporate Disclosure Committee respectively; and Mr Sunil tissa Amarasuriya will, upon re-election continue to serve as a Member of the Audit Committee and the Executive Resource and Compensation Committee. Mr olivier lim is considered a Non-Executive Director, Mr lim Beng Chee is the Chief Executive officer of the Company and Mr Sunil is considered as an independent Director.

2 ordinary Resolution 7A above, if passed, will empower the Directors to issue shares and to make or grant instruments (such as warrants, debentures or other securities) convertible into shares, and to issue shares in pursuance of such instruments from the date of the AGM of the Company until the date of the next AGM of the Company, unless such authority is earlier revoked or varied by the shareholders of the Company at a general meeting. the aggregate number of shares which the Directors may issue (including shares to be issued pursuant to convertibles) under this Resolution must not exceed fifty per cent. (50%) of the total number of issued shares (excluding treasury shares, if any) with a sub-limit of twenty per cent. (20%) for issues other than on a pro rata basis. For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares, if any) will be calculated based on the total number of issued shares (excluding treasury shares, if any) at the time that ordinary Resolution 7A is passed, after adjusting for (a) 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 that ordinary Resolution 7A is passed and (b) any subsequent bonus issue, consolidation or subdivision of shares.

3 ordinary Resolution 7B above, if passed, will empower the Directors to grant awards to eligible employees (including executive directors) and eligible non-executive directors of the Company and/or its parent company, subsidiaries, associated companies and the subsidiaries of the parent company under the Share plans, and to allot and issue shares pursuant to the vesting of awards granted under the Share plans, provided that the aggregate number of new shares to be issued pursuant to the vesting of awards granted under the Share plans shall not exceed fifteen per cent. (15%) of the total number of issued shares (excluding treasury shares, if any) from time to time.


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capitamallS aSia limiteD(Regn. No.: 200413169h)(Incorporated in the Republic of Singapore)

proxy formannual general meeting

iMpORtaNt:1. For investors who have used their CpF monies to buy the Company's shares, this Summary

Report/Annual Report is forwarded to them at the request of their CpF Approved Nominee and is sent solely FOR tHEiR iNFORMatiON ONly.

2. this proxy Form is not valid for use by CpF investors and shall be ineffective for all intents and purposes if used or is purported to be used by them.

3. CpF investors who wish to attend the Meeting as an observer must submit their requests through their CpF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CpF Approved Nominees within the time frame specified to enable them to vote on their behalf.

4. plEasE REad tHE NOtEs tO tHE pROXy FORM.

I/We, (Name(s) and NRIC no./passport no./Company Registration no.)

of (Address)being a member/members of CapitaMalls Asia limited (“CMA”), hereby appoint:

Name address NRiC/passport No.proportion of shareholdingsNo. of shares %

and/or (delete as appropriate)

Name address NRiC/passport No.proportion of shareholdingsNo. of shares %

or, both of whom failing, the Chairman of the Annual General Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Annual General Meeting of CMA, to be held at the StamfordBallroom,Level4,RafflesCityConventionCentre,80BrasBasahRoad,Singapore189560onThursday,21April 2011 at 10.00 a.m., and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the Annual General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they may on any other matter arising at the Annual General Meeting.

No. Resolutions Relating to: For* Against*Ordinary Business

1 Adoption of Directors' Report, Audited Financial Statements and Auditor's Report2 Declaration of a First and Final Dividend3 Approval of Directors' Fees4(i) Re-election of Mr lim tse Ghow olivier as Director4(ii) Re-election of Mr lim Beng Chee as Director4(iii) Re-election of Mr Sunil tissa Amarasuriya as Director5 Re-appointment of Messrs KpMG llp as Auditors and authorise the Directors to fix the

Auditors' remuneration6 Any other Business

special Business7A Authority for Directors to issue shares and to make or grant instruments pursuant to Section

161 of the Companies Act, Cap. 507B Authority for Directors to grant awards, and to allot and issue shares, pursuant to the CapitaMalls

Asia performance Share plan and the CapitaMalls Asia Restricted Stock plan

* If you wish to exercise all your votes "For" or "Against", please tick [√] within the box provided.

Dated this day of 2011

total number of shares held

Signature(s) of Member(s) / Common Seal

iMpORtaNt: plEasE REad NOtEs tO pROXy FORM ON REVERsE paGE

3rdfoldhere,gluealongthedottedlineandfoldflap

2nd fold here

CapitaMalls asia liMitEdc/o Boardroom Corporate & Advisory Services pte. ltd.

50RafflesPlace#32-01 Singapore land tower

Singapore 048623

Affixpostagestamp

1st fold here

Notes to proxy form:

1 A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or two proxies to attend and vote in his/her stead.

2 Where a member appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy.

3 A proxy need not be a member of the Company.

4 A member should insert the total number of shares held. If the member has shares entered against his/her name in the Depository Register maintained by the Central Depository (pte) limited ("CDp"), he/she should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that number of shares. If the member has shares entered against his name in the said Depository Register and registered in his/her name in the Register of Members, he/she should insert the aggregate number of shares. If no number is inserted, this proxy form will be deemed to relate to all the shares held by the member.

5 the instrument appointing a proxy or proxies (the "proxy Form") must be deposited at the office of the Company's Share Registrar, Boardroom Corporate &AdvisoryServicesPte.Ltd.,50RafflesPlace,#32-01SingaporeLandTower,Singapore048623,notlessthan48hoursbeforethetimesetfortheAnnualGeneral Meeting.

6 Completion and return of the proxy Form shall not prelude a member from attending 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 proxy Form, to the Annual General Meeting.

7 the proxy Form must be executed under the hand of the appointor or of his/her attorney duly authorised in writing. Where the proxy Form 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.

8 Where the proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or other authority (if any) under which it is signed, or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the proxy Form, failing which the proxy Form may be treated as invalid.

9 A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Annual General Meeting, in accordance with Section 179 of the Companies Act, Cap. 50 of Singapore.

10 the Company shall be entitled to reject a proxy Form 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 proxy Form. In addition, in the case of shares entered in the Depository Register, the Company may reject a proxy Form if the member, being the appointer, is not shown to have shares entered against his/her name in the Depository Register at least 48 hours before the time appointed for holding the Annual General Meeting, as certified by CDp to the Company.

11 All members will be bound by the outcome of the Annual General Meeting regardless of whether they have attended or voted at the Annual General Meeting.

CORPORATE DIRECTORY

BOARD OF DIRECTORSMr Liew Mun Leong (Chairman)Ms Jennie ChuaMr Lim Tse Ghow Olivier Mr Lim Beng Chee (CEO)Mr Sunil Tissa AmarasuriyaDr Loo Choon YongMrs Arfat Pannir SelvamProfessor Tan Kong YamMr Yap Chee Keong

COMPANY SECRETARYMs Kannan Malini

AUDIT COMMITTEEMr Yap Chee Keong (Chairman)Mr Sunil Tissa AmarasuriyaProfessor Tan Kong Yam

CORPORATE DISCLOSURE COMMITTEEMr Liew Mun Leong (Chairman)Mr Lim Tse Ghow Olivier Mr Lim Beng CheeMrs Arfat Pannir Selvam

EXECUTIVE RESOURCE AND COMPENSATION COMMITTEEDr Loo Choon Yong (Chairman)Mr Liew Mun LeongMr Sunil Tissa Amarasuriya

FINANCE AND BUDGET COMMITTEEMr Lim Tse Ghow Olivier (Chairman)Mr Lim Beng CheeMr Yap Chee Keong

INVESTMENT COMMITTEEMr Liew Mun Leong (Chairman)Mr Lim Tse Ghow Olivier Mr Lim Beng CheeDr Loo Choon YongProfessor Tan Kong Yam

NOMINATING COMMITTEEDr Loo Choon Yong (Chairman)Mr Liew Mun LeongMrs Arfat Pannir Selvam

REGISTERED OFFICE39 Robinson Road#18-01 Robinson PointSingapore 068911Telephone: +65 6536 1188Facsimile: +65 6536 3884

SHARE REGISTRAR Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place, #32-01Singapore Land TowerSingapore 048623Telephone: +65 6536 5355Facsimile: +65 6536 1360

AUDITORS KPMG LLP16 Raffles Quay#22-00 Hong Leong BuildingSingapore 048581Telephone: +65 6213 3388Facsimile: +65 6225 0984(Engagement Partner since financial year ended 31 December 2010 : Ms Eng Chin Chin)

PRINCIPAL BANKERSAgricultural Bank of China LimitedBank of China LimitedBank of Communications Co., Ltd.CIMB Bank BerhadChina Merchants Bank Co., LimitedCredit Agricole Corporate and

Investment BankDBS Bank LtdDeutsche Bank AGIndustrial Bank Co., Ltd.Industrial and Commercial Bank of

China LimitedMalayan Banking BerhadMorgan Stanley (Asia) SingaporeOversea-Chinese Banking Corporation

LimitedShanghai Pudong Development Bank

Co., Ltd.Standard Chartered BankSumitomo Mitsui Banking Corporation The Bank of Tokyo-Mitsubishi UFJ, LtdThe Hongkong and Shanghai Banking

Corporation LimitedUnited Overseas Bank Limited

All rights reserved. Some of the information in this report constitute ‘forward looking statements’ which reflect CapitaMalls Asia Limited’s current intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which may be outside CapitaMalls Asia’s control. You are urged to view all forward looking statements with caution. No information herein should be reproduced without the express written permission of CapitaMalls Asia. All information herein are correct at the time of publication. For updated information, please contact our Corporate Office.

BUGIS JUNCTIONBUKIT PANJANG PLAZACLARKE QUAYFUNAN DIGITALIFE MALLHOUGANG PLAZAIMM BUILDINGION ORCHARDJUNCTION 8JCUBELOT ONE SHOPPERS’ MALL

ONE-NORTHPLAZA SINGAPURARAFFLES CITY SINGAPORERIVERVALE MALLSEMBAWANG SHOPPING CENTRETAMPINES MALLTHE ATRIUM@ORCHARDBEDOK SITEAIDEMENGDUN MALLANYANG MALLANZHEN MALLCHENGNANYUAN MALLCHIKAN MALLCUIWEI MALLDUANZHOU MALLFUCHENG MALLGAOXIN MALLGUICHENG MALLJIANGBIN MALLJINGYANG MALLJINNIU MALLJIULONG MALLJIULONGPO MALLJINSHUI MALL

LIUQUAN MALLLONGZHIMENG HONGKOULONGZHIMENG MINHANGLUWAN PROJECTMAONAN MALLMEILI MALLNANAN MALLNANCHENG MALLPEACE PLAZAQIBAO MALLRAFFLES CITY SHANGHAI

RAFFLES CITY BEIJINGRAFFLES CITY CHENGDURAFFLES CITY HANGZHOURIZHAO MALLSAIHAN MALLSHAPINGBA MALLSHAWAN MALLTAIYANGGONG MALLTAOHUALUN MALLTIANFU MALLTIANJINONE MALLWANGJING MALLWEIYANG MALLXIANGCHENG MALLXIMAO MALLXINDICHENG MALLXINWU MALLXINXIANG MALLXIZHIMEN MALLXUEFU MALLYUHUATING MALLYUSHAN MALLZHENGZHOU MALL

ZHONGSHAN MALLGURNEY PLAZATHE MINESSUNGEI WANG PLAZAQUEENSBAY MALLCO-OP KOBECHITOSE MALLITO YOKADO ENIWAIZUMIYA HIRAKATALA PARK MIZUENARASHINO SHOPPING CENTER

VIVIT SQUARECOCHIN MALLFORUM VALUE MALLGRAPHITE INDIAHYDERABAD MALLJALANDHAR MALLMANGALORE MALLMYSORE MALLNAGPUR MALLTHE CELEBRATION MALL

VISIONTo be the leading shopping mall developer, owner and manager through value creation and continuous innovation.

MISSIONTo create sustainable growth and capital value through acquisition, development, asset enhancement and proactive management of our retail properties by leveraging on our integrated shopping mall management platform.

For Investors:Provide sustainable returns and enhanced asset value

For Tenants:Create profitable opportunities

For Shoppers:Create delightful shopping experiences

For Employees:Provide opportunities for personal and career growth

For Community:Commit to corporate social responsibility and environmental sustainability

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5 COUNTRIES49 CITIES91 MALLS

SINGAPOREMALAYSIA

CHINAJAPANINDIA

CapitaMalls Asia LimitedCompany Registration Number: 200413169H

39 Robinson Road#18-01 Robinson PointSingapore 068911

T: +65 6536 1188F: +65 6536 3884E: [email protected]

5 COUNTRIES49 CITIES91 MALLSSINGAPOREMALAYSIACHINAJAPANINDIA

GROWING OUR

PRESENCE

CAPITAMALLS ASIA LIMITEDREPORT TO SHAREHOLDERS

www.capitamallsasia.com

CapitaMalls Asia Annual Report 2010

Documents

Transcript of CapitaMalls Asia Annual Report 2010