91 Corporate Governance ESR-REIT is a real estate investment trust, externally managed by the Manager with Perpetual (Asia) Limited, as the trustee of ESR-REIT (the “Trustee”). The Manager also acts as the manager of ESR-REIT’s sub-trusts, Viva Trust as well as ALOG Trust (with Perpetual (Asia) Limited as the trustee of both Viva Trust and ALOG Trust). ESR-REIT has been listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST”) since 2006. The Manager holds a Capital Markets Services Licence (“CMS Licence”) issued by the Monetary Authority of Singapore (the “MAS”) to carry out REIT management activities under the Securities and Futures Act 2001 (“SFA”). Under its CMS Licence, the Manager appoints representatives to conduct REIT management activities and hires qualified and experienced executives in the management of its operations. The Manager has general powers of management to manage ESR-REIT’s assets and liabilities for the benefit of ESR-REIT unitholders (“Unitholders”). The Manager’s key roles and responsibilities include: • setting the strategic direction of ESRREIT; • providing recommendations to the Trustee on the acquisition, property development, divestment and/ or enhancement of assets of ESR-REIT in accordance with its investment strategy; • ensuring effective capital management to ensure continuous liquidity and financial flexibility for operations; • ensuring adequate and effective risk management, internal controls and compliance with the applicable laws and regulations, including the SFA and all other relevant legislations, the Listing Manual of SGX-ST (the “Listing Manual”), the Code on Collective Investment Schemes (the “CIS Code”) (including its property funds appendix (the “Property Funds Appendix”)), the Trust Deed, written directions, notices and other guidelines that MAS may issue from time to time; and • supervising property managers who perform the day-to-day property management functions for ESRREIT’s properties, to ensure that they meet their objectives pursuant to the property management agreements. The Manager is committed to maintaining high standards of corporate governance and is of the view that sound corporate governance policies and practices are essential to protect the assets of ESRREIT and the interests of its Unitholders and to enhance the value of Unitholders’ investment in ESR-REIT. Board Matters Principle 1 The Board’s Conduct of Affairs Principle 2 Board Composition and Guidance Principle 3 Chairperson and Chief Executive Officer Principle 4 Board Membership Principle 5 Board Performance Remuneration Matters Principle 6 Procedures for Developing Remuneration Policies Principle 7 Level and Mix of Remuneration Principle 8 Disclosure on Remuneration Accountability and Audit Principle 9 Risk Management and Internal Controls Principle 10 Audit Committee Unitholder Rights and Engagement Principle 11 Unitholder Rights and Conduct of General Meetings Principle 12 Engagement with Unitholders Managing Stakeholder Relationships Principle 13 Engagement with Stakeholders This report outlines the Manager’s corporate governance practices and structures that were in place during the financial year ended 31 December 2025 (“FY2025”), with specific reference made to the Code of Corporate Governance 2018 which was last amended on 11 January 2023 (the “CG Code”) and its related practice guidance. Where there are deviations from any of the principles and/ or provisions of the CG Code, appropriate explanations have been provided in this report. Principles of the CG Code ESR-REIT ANNUAL REPORT 2025
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