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Directors%u2019 ReportESR Group Limited Annual Report 2024111STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCEShares Purchased By Trustee Under The Long Term Incentive SchemeDuring the financial year ended 31 December 2024, the trustee of the LTIS of the Company adopted on 2 June 2021, pursuanttotherulesandtrustdeedoftheLTIS,purchasedontheStockExchangeatotalof2,475,000SharesoftheCompany at a total consideration of approximately US$2.6 million (approximately HK$20.6 million, excluding transaction costs).Saved as disclosed above, during the year ended 31 December 2024, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the listed securities of the Company. The Company has not held and did not hold any treasury Shares (as defined under the Listing Rules) during the financial year ended 31 December 2024 and as at 31 December 2024.ORDINARY SHARES ISSUEDDuring the year ended 31 December 2024, a total of 489,599 ordinary shares were issued by the Company in satisfaction ofthe1,507,531optionsexercisedunderKMESOP,sincealloptionsholdersoptedfornetsharesettlementmethodinlieu of paying in full the exercise price for the number of shares over which the option was exercised. The shares issued at nominal value of US$0.001 each was credited as fully paid.During the year ended 31 December 2024, a total of 369,080 ordinary shares were issued by the Company in satisfaction of3,420,337sharesvestedundertheLongTermIncentiveScheme.ThesharesissuedatnominalvalueofUS$0.001eachwas credited as fully paid.Duringtheyearended31December2024,atotalof32,074,310ordinarysharesatpriceofHK$11.66persharewereissued by the Company as part of consideration for acquisition of remaining interest in Logos Property Group Limited. Please refer to the announcement dated 26 July 2024 for details.Save as disclosed above in this annual report, during the year ended 31 December 2024, there was no other issue of equity securities (including securities convertible into equity securities) of the Company.Details of the movements in the share capital of the Company and the shares issued during the reporting year are disclosed in note 40 to the Consolidated Financial Statements.MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESSale of ARA Private Funds BusinessReference is made to the announcement of the Company dated 11 March 2024 in relation to the disposal of the Group%u2019s interests in the ARA Private Funds business in Australia, Singapore, South Korea and U.S. to buyers which include an affiliate of Sumitomo Mitsui Finance and Leasing Co. for an initial consideration based on an agreed enterprise value of US$270millionforthebusinesses,subjecttoadjustments.The sale of the ARA Private Funds Business in the U.S. was completed on 1 October 2024 and the sale of the ARA Private Funds Business outside the U.S. was completed on 20 December 2024.Disposal of ARA US Hospitality TrustESR Asset Management Limited (formerly known as ARA Asset Management Limited) (%u201cARA%u201d, together with its subsidiaries, the %u201cARA Group%u201d) entered into a share purchase agreement to dispose of 100% of the issued shares of ARA TrustManagement(USH)Pte.Ltd.andARABusinessTrustManagement(USH)Pte.Ltd.on27May2024.ARA Real Estate Investors 23 Pte. Ltd. (%u201cARA RE23%u201d) entered into a sale and purchase agreement to sell 110,200,640 stapled securities of ARA US Hospitality Trust (%u201cARA H-Trust%u201d and the stapled securities of ARA H-Trust, the %u201cStapled Securities%u201d),representingapproximately19.0%ofthetotalnumberofStapledSecuritiesinissueon27May2024.Both ARA and ARA RE23 are wholly owned subsidiaries of the Group. Both transactions were completed on 9 July 2024. The transactions did not constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules.