100 STRATEGICALLY ADVANCING All Independent Directors are subject to an annual independence assessment, conducted by the NRC. These Directors are required to fill up self-declaration forms whereby the Directors will disclose their relationship with the Manager, its related corporations, its substantial shareholders or its officers, or factor, if any, which may influence the Director’s ability to act independently and the NRC will review and assess each Director’s selfdeclaration. Each member of the NRC and Board recused himself/herself when his/her independence is tabled for assessment. With respect to FY2024, the NRC has tabled the result of the assessment and made recommendation to the Board on the independence of each Independent Director. Based on the results, save for Ms. Stefanie Yuen Thio who would not be considered independent under Regulations 13D(7)(b)(ii) and 13D(7)(b)(iii) of the SF(LCB) Regulations, the following Directors have fulfilled the assessment of independence: • Mr. Nagaraj Sivaram • Mr. Ronald Lim • Dr. Julie Lo Lai Wan • Mr. Loi Pok Yen Notwithstanding that Ms. Stefanie Yuen Thio does not fulfil the conditions in Regulations 13D(7)(b)(ii) and 13D(7)(b)(iii) of the SF(LCB) Regulations to be considered independent, the Board and the NRC are of the view that she is able to act in the best interests of all the Unitholders and that the relationships set out above did not impair her independence and objectivity, taking into consideration the following: (a) Ms. Stefanie Yuen Thio had been appointed independent non-executive director of the Manager before ARA H-Trust Managers became related corporations of the Manager. She had been independent prior to the Acquisition, and the NRC and the Board have opined that she can continue to perform the role with the requisite independence without her judgment and independence being affected by the change of ultimate shareholder of ARA H-Trust Managers as a consequence of the Acquisition and even though the ARA H-Trust Managers have subsequently become related corporations of the Manager and ESR Group Limited following the Acquisition. Notes: (1) TSMP Law Corporation (“TSMP”) was appointed as legal counsel to act for ESR-REIT and the Manager. Ms. Stefanie Yuen Thio has declared that she is the joint managing partner and a substantial shareholder of TSMP. As TSMP was paid legal fees of S$245,000 during FY2024 as the legal counsel of ESR-REIT and the Manager, Ms. Stefanie Yuen Thio is considered to have a business relationship with both ESR-REIT and the Manager. In addition, Ms. Stefanie Yuen Thio was an independent non-executive director and the chairperson of the audit and risk committees of both ARA Business Trust Management (USH) Pte Ltd (Manager of ARA US Hospitality Management Trust (“ARA H-BT”)) and ARA Trust Management (USH) Pte Ltd (Manager of ARA US Hospitality Property Trust (“ARA H-REIT”)) (collectively, the “ARA H-Trust Managers”). Following ESR Group Limited’s acquisition of ARA Asset Management Limited (“ARA” and the acquisition, the “Acquisition”) on 20 January 2022, the ARA H-Trust Managers have become subsidiaries of ESR Group Limited and were therefore considered related corporations of the Manager. As such, the ARA H-Trust Managers were considered “relevant persons” under Regulation 13G of the SF(LCB) Regulations. The Annual Report of ARA US Hospitality Trust previously stated that Ms. Stefanie Yuen Thio had received cash as payment of her directors’ fees. Ms. Stefanie Yuen Thio would therefore be considered to have a business relationship with the Manager as she had received payment from the ARA H-Trust Managers. On 3 May 2024, Ms. Stefanie Yuen Thio resigned as the independent non-executive director and chairperson of the audit and risk committees of ARA H-Trust Managers. Accordingly, the above considerations under Regulation 13G of the SF(LCB) Regulations would only apply for the period up to 3 May 2024. (2) ESR Group Limited is a substantial shareholder of the Manager and a substantial unitholder of ESR-REIT, and hence it will be considered a “relevant person” for the purpose of Regulation 13(H)(1) of the SF(LCB) Regulations and Ms. Stefanie Yuen Thio would be considered to be connected to ESR Group Limited as she was a director of a related corporation of ESR Group Limited. On 9 July 2024, the ARA H-Trust Managers announced that Acrophyte Asset Management Pte. Ltd. (“Acrophyte AM”) completed the acquisition of a 100% stake in each of ARA H-REIT and ARA H-BT from ARA. Acrophyte AM is a whollyowned subsidiary of Acrophyte Pte. Ltd. (“Acrophyte”), which is ultimately owned by Mr. Gordon Tang and Mrs. Celine Tang. Through the acquisition of the ARA H-Trust Managers, Acrophyte became the new sponsor of ARA US Hospitality Trust. As such, after 9 July 2024, the ARA H-Trust Managers were no longer considered as related corporations of ESR Group Limited. (3) Mr. Stuart Gibson and Mr. Shen Jinchu, Jeffrey are the executive directors, co-founders and co-CEOs of ESR Group Limited. As such, both Mr. Stuart Gibson and Mr. Shen Jinchu, Jeffrey are deemed not to be independent. (4) Mr. Trent Iliffe is the managing director and co-chief executive officer of LOGOS Property Group Limited (“LPG”), a subsidiary of ESR Group Limited. He is also one of the members in the ESR Group Limited’s Management Business Leadership Team. LPG is a substantial unitholder of ESR-REIT. As such, Mr. Trent Iliffe is deemed not to be independent. Mr. Trent Iliffe stepped down as Non-Executive Director on 29 July 2024. (5) Mr. George Agethen is the Co-Head of Asia Pacific of Ivanhoe Cambridge Inc. and its affiliated entities which (a) has several jointly held investments/funds with LPG and its affiliated entities (the “LOGOS JVs”). LPG is a subsidiary of ESR Group Limited and therefore is considered a related corporation of the Manager; and (b) is the only other joint investor in New LAVIS Fund and Oxford Property Funds, with LAIP Trust, which is an indirect wholly-owned sub-trust of ESRREIT (through ALOG Trust and ALOG Logistics Trust Australia). Mr. George Agethen also sits on the Advisory Committee/Unitholder Committee of 3 LOGOS JVs as an alternate member. As such, he would be considered to have a business relationship with the Manager and ESR-REIT and thereby deemed not to be independent. (6) As CEO and Executive Director of the Manager, Mr. Adrian Chui is considered employed by the Manager and deemed not to be independent.
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