112 the first and third quarter of the financial year, and ending on the date of the announcement of the relevant business updates; ii. during the period commencing one month before the announcement of ESR-REIT’s half year and full year financial results, and ending on the date of the announcement of the relevant results (together with (i) above, the “Black-out Period”); and iii. at any time whilst in possession of undisclosed material or pricesensitive information. The above restrictions in dealing in ESRREIT units also apply to the employees of ESR Group Limited. Prior to the commencement of each Black-out Period, an email would be sent to all Directors and employees to inform them of the duration of the Black-out Period and remind them not to trade during this period or whenever they are in possession of undisclosed material information. The SFA requires each Director to give notice to the Manager of any changes in the number of ESR-REIT units which he/she holds, or in which he/she has an interest, within two business days after the occurrence of the event giving rise to changes in the number of ESR-REIT units which he/she holds, or in which he/she has an interest, as applicable. All dealings in ESR-REIT units by the Directors are to be announced on the SGXNet. In addition, any changes to the Manager’s holdings in ESR-REIT units will be announced on the SGXNet within one business day after the date on which it acquires or disposes of any such units. REVIEW PROCEDURES FOR INTERESTED PARTY TRANSACTIONS (“IPTS”) The Manager has established an internal control system to ensure that all transactions involving the Trustee and any related party of the Manager or ESRREIT are undertaken on an arm’s length basis with normal commercial terms, are not prejudicial to the interests of ESRREIT and the Unitholders, and are in accordance with the applicable guidelines that may be prescribed from time to time. In respect of such transactions, the Manager must demonstrate to the ARCC that such transactions satisfy the foregoing criteria, which may entail obtaining (where practicable) quotations from parties unrelated to the Manager, or obtaining one or more valuations from independent valuers, in accordance with the Property Funds Appendix. In addition, the review and approval procedures include the following: • transactions equal to or exceeding S$100,000 in value but below 3% of the value of ESR-REIT’s latest audited net tangible assets, are subject to review by the ARCC at regular intervals; • transactions equal to or exceeding S$100,000 in value (either individually or as part of a series or if aggregated with other transactions involving the same interested party during the same financial year) and equal to or exceeding 3%, but below 5% of the value of ESR-REIT’s latest audited net tangible assets, are subject to the review and prior approval of the ARCC. Such approval will only be given if the transactions are on normal commercial terms and consistent with similar types of transactions made by the Trustee with third parties who are unrelated to the Manager; and • transactions equal to or exceeding S$100,000 in value (either individually or as part of a series or if aggregated with other transactions involving the same interested party during the same financial year) and equal to or exceeding 5% of the value of ESRREIT’s latest audited net tangible assets, are reviewed and approved by the ARCC who may, as it deems fit, request advice on the transaction from independent sources or advisers, including obtaining valuations from independent valuers. Further, under the Listing Manual and the Property Funds Appendix, such transactions are to be approved by the Unitholders at a meeting of Unitholders. Where matters concerning ESR-REIT relate to transactions entered into, or to be entered into, by the Trustee for and on behalf of ESR-REIT with a related party of the Manager or ESR-REIT, the Trustee is also required to ensure that such transactions are conducted on normal commercial terms and are not prejudicial to the interests of ESR-REIT and the Unitholders. Furthermore, the Trustee has the ultimate discretion under the Trust Deed to decide whether or not to enter into a transaction involving a related party of the Manager or ESR-REIT. If the Trustee is to sign any contract with a related party of the Manager or ESR-REIT, the Trustee will review the contract to ensure that it complies with the requirements relating to IPTs in the Property Funds Appendix and the provisions of the Listing Manual relating to IPTs, as well as such other guidelines issued by MAS and the SGX-ST that apply to real estate investment trusts. All IPTs and related party transactions (and the basis, quotation obtained to support its basis) entered into are maintained in records by the Manager and reviewed by the ARCC. DEALINGS WITH POTENTIAL CONFLICTS OF INTEREST In dealing with potential conflicts of interest issues which the Manager may encounter in managing ESR-REIT, the Manager has instituted the following procedures: • all executive officers are employed by the Manager; • all resolutions in writing of the Board in relation to matters concerning ESRREIT must be approved by a majority of the Directors, including at least one Independent Director; • target to have at least half of the Board to be comprised of Independent Directors; • in respect of the matters in which a director or his/ her associates have an interest, direct or indirect, such interested director will notify the Manager of his/her interest and, where appropriate, abstain from voting and recuse himself/herself from any discussion on the matter. In ESR-REIT ANNUAL REPORT 2025 Corporate Governance
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