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Directors%u2019 ReportESR Group Limited Annual Report 202483STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCEArticle 108(b) of the Articles of Association of the Company also provides that the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.Pursuant to Article 112 of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.The Company will advise the shareholders on the Directors to rotate and offer for re-election in the forthcoming AGM circular.DIRECTORS%u2019 SERVICE AGREEMENTS AND LETTERS OF APPOINTMENTNone of the Directors has a service contract or letter of appointment with the Company that is not determinable by the Company within one year without payment of compensation, other than statutory compensation.DIRECTORS%u2019 INTERESTS IN TRANSACTIONS, ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCEThere was no transaction, arrangement or contract of significance entered into in the financial year ended 31 December 2024 or subsisted at any time during the financial year in which a Director or an entity connected with a Director was materially interested, either directly or indirectly.COMPETING BUSINESSMr Jeffrey David Perlman, a non-executive Director is an employee of Warburg Pincus Private Equity X, L.P. (a substantialshareholderoftheCompanyupto27November2020)anditsaffiliates,whichhaveotherinvestmentsinthe real-estate sector in APAC, the businesses of some of which may overlap with and potentially compete with the Company%u2019s businesses. In connection with his employment, he may hold directorships in such businesses. With effect from 2 September 2024, Mr Perlman has his new role as the chief executive officer of Warburg Pincus.Mr Rajeev Veeravalli Kannan, a non-executive Director is a member of board of directors of Pierfront Capital Pte Ltd and SMFG India Credit Company Limited, and some parts of the businesses of the above companies and their subsidiaries may have business overlaps with and potentially compete with the Company%u2019s businesses. Ms Joanne Sarah McNamara, a non-executive Director is employed by and a director of an indirectly-owned subsidiary of OMERS Administration Corporation (a substantial shareholder of the Company) and some parts of the businesses of OMERS Administration Corporation and its subsidiaries may potentially compete with the Company%u2019s businesses.Ms Serene Siew Noi Nah, an independent non-executive Director is a managing director and head of Asia Pacific of Digital Realty, which owns, acquires, develops and operates data centres in APAC that may have business overlaps with and potentially compete with the Company%u2019s businesses. Digital Realty also has data centres in Singapore, Japan, Malaysia, Korea, Hong Kong and India. She is also the chairman and non-independent non-executive director of Digital Core REIT Management Pte. Ltd. (the manager of Digital Core REIT which is listed in Singapore).None of the Company%u2019s Directors has an interest in any business which is regarded as being the Company%u2019s primary competition.The Board is of the view the Company is capable of carrying on its business independently of and at arm%u2019s length from the businesses mentioned in the preceding paragraphs, and that the relevant Directors have acted and will continue to act in the best interest of the Group, during the performance of their duties as Directors of the Company.