98 To achieve the above diversity targets, the NRC will identify suitable candidates through means that go beyond personal networks including engagement of external search firms to source for a diverse slate of candidates (based on the diversity targets) to be presented to the Board for consideration. The final decision on selection of directors will be based on merit, and will be considered against the business objectives of the REIT as well as the diversity targets set for the Board. Board Independence The NRC assesses annually (and as and when circumstances require) the independence of each director based on the definitions and guidelines of independence set out in Rule 210(5) (d) of the Listing Manual, Provision 2.1 of the CG Code (including, where relevant, the recommendations in the accompanying Practice Guidance) and Regulation 13D(7) of the SF(LCB) Regulations. The assessment of a Director’s independence takes into account the following criteria, and a Director is considered independent when he/she: (i) is independent in conduct, character and judgement, and has no relationship with the Manager, its related corporations, its shareholders who hold 5.0% or more of the voting shares (the “Substantial Shareholders”), or Unitholders who hold 5.0% or more of the Units (the “Substantial Unitholders”) in issue, or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgement, in the best interests of the Unitholders; (ii) is independent from any management and business relationship with the Manager and ESR-REIT, and from every Substantial Shareholder of the Manager and any Substantial Unitholder; (iii) is not a Substantial Shareholder of the Manager or a Substantial Unitholder; (iv) has not served on the Board for a continuous period of nine years or longer; and (v) is not employed or has not been employed by the Manager or ESR-REIT or any of their related corporations for the current year or any of the past three financial years, and does not have an immediate family member who is employed or has been employed by the Manager or ESRREIT or any of their related corporations for the current year or any of the past three financial years and whose remuneration is or was determined by the NRC. The results of the assessment are tabled to the Board for the Board’s consideration on the independence of the directors. For the purpose of Regulation 13E(b) of the SF(LCB) Regulations, the Board, after considering the relevant requirements under the SF(LCB) Regulations, wishes to set out its views in respect of each of the Directors as follows: Name of Director Had been independent from the management of the Manager and ESR-REIT during FY2025 Had been independent from any business relationship with the Manager and ESR-REIT during FY2025 Had been independent from every substantial shareholder of the Manager and every substantial unitholder of ESR-REIT during FY2025 Had not been a substantial shareholder of the Manager or a substantial unitholder of ESR-REIT during FY2025 Had not served as a director of the Manager for a continuous period of 9 years or longer as at the last day of FY2025 Ms. Stefanie Yuen Thio √ √ √ √ √ Mr. Nagaraj Sivaram √ √ √ √ √ Mr. Ronald Lim √ √ √ √ √ Dr. Julie Lo Lai Wan √ √ √ √ √ Mr. Loi Pok Yen √ √ √ √ √ Mr. Stuart Gibson1 × √ × √ √ Mr. Shen Jinchu, Jeffrey1 × √ × √ √ Mr. George Agethen2 √ × √ √ √ Mr. Adrian Chui3 × √ × √ √ Corporate Governance ESR-REIT ANNUAL REPORT 2025
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