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  1. What is Tokumei Kumiai ("TK") agreement?

    It is a silent partnership agreement between an investor ("TK Investor") and a business operator ("TK Operator"), where TK investor makes certain business contributions to TK operator (whether in the form of cash, shares or other things of value) in return for the right to receive distributions of profits generated from the business managed by TK operator.

    While TK Operator is responsible for daily management of the business, TK Investor must be mere passive investor and may not have any active involvement in such activities.

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  2. How does AGT structure work under the TK agreement?

    • AGT invests in the golf course holding company ("SPC") through TK investment.
    • Trustee-Manager plays the role of TK investor as Trustee Manager of AGT
    • SPC is TK Operator and holds and manages all the assets.
    • SPC outsources golf course management to Accordia Golf Co., Ltd.

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  3. Does the Trustee-Manager have the sole discretion on (i) refinancing; and (ii) acquisitions and divestments?

    Under the TK Agreement, the SPC as the TK Operator, is mainly responsible for the acquisition and disposal and management of the golf courses. The Trustee-Manager, as TK Investor, should be a mere passive investor and may not have any active involvement in such activities. For example, the Trustee-Manager cannot instruct the SPC to acquire or dispose of golf courses. However, as the Trustee-Manager is granted veto rights over certain material matters including acquisition and disposal of the golf courses, the Trustee-Manager has the final decision-making authority (e.g., deciding "yes or no") over those matters.

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  4. Why is AGT not structured as a Japan Real Estate Investment Trust (J-REIT)?

    Business Trust in SGX was determined to be the most appropriate structure for AGT's golf course assets as they are not considered qualified for J-REIT regime in Japan.

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  5. What is the distribution policy for AGT?

    AGT distributes at least 90% of its distributable income, which is calculated semi-annually as at 30 September and 31 March each year, payable within 90 days from close of the half-year period in December and June. Distributable income is received in Japanese yen and paid out to Unitholders in Singapore dollars.

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  6. Does AGT have hedging policy?

    AGT does not have a formal hedging policy but its Trustee-Manager monitors the currency market to ensure that hedging transactions AGT enters are beneficial to its unitholders.

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  7. Do AGT's unitholders need to pay taxes on the distributions received?

    Distributions by AGT to its unitholders will be exempt from Singapore income tax under Section 13(1)(zg) of the Income Tax Act. This provision applies irrespective of the nature of the unitholder's investment. No tax is withheld by AGT from distributions to non-resident Unitholders.

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  8. General trading information of AGT

    • SGX counter code: ADQU
    • Bloomberg: AGT SP
    • Trading currency: SGD
    • Minimum trading lot: 100 units
    • Financial year end: 31 March

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