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Directors%u2019 ReportESR Group Limited Annual Report 202489STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCE3.Redwood Investment Company, Ltd. (%u201cRIC%u201d) originally held 448,933,103 Shares and is wholly-owned by Redwood Investor (Cayman) Limited. Redwood Investor (Cayman) Limited is wholly owned by Redwood Investor II (Cayman) Ltd. and the voting rights of Redwood Investor II (Cayman) Ltd. arecontrolledasto45.87%and45.87%byMrCharlesAlexanderPortesandMrStuartGibson,respectively.Hence,eachofMrCharlesAlexanderPortes, Mr Stuart Gibson, Redwood Investor II (Cayman) Ltd. and Redwood Investor (Cayman) Limited will be deemed to be interested in the Shares held by RIC. Besides, as at 31 December 2024, 850,000 Shares were held by Redwood Consulting (Cayman) Limited (%u201cRedwood Consulting%u201d) as beneficial owner. Redwood Consulting is owned as to 50% and 50% by Mr Charles Alexander Portes and Mr Stuart Gibson, respectively. Hence, each of Mr Charles Alexander Portes and Mr Stuart Gibson are deemed to be interested in Shares held by Redwood Consulting.4.Laurels Capital Investments Limited is wholly owned by The Shen Trust. The settlor of The Shen Trust is Rosy Fortune Limited, the sole shareholder of which is Mr Jinchu Shen. The trustee of The Shen Trust is Tricor Equity Trustee Limited. Rosy Fortune Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as settlor of The Shen Trust, Mr Jinchu Shen has a deemed interest under the SFO in the Shares held by The Shen Trust solely in his capacity as the sole shareholder of the settlor of The Shen Trust and Tricor Equity Trustee Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as trustee of The Shen Trust. As at 31 December 2024, 319,658,645SharesofthetotalissuedsharesoftheCompany(inclusiveoftheinterestin7,799,856Sharesunderlyingtheshareoptionspursuanttothe Tier 1 ESOP) were held by Laurels Capital Investments Limited as the beneficial owner.5.The Shares held as beneficial owner represented the 192,000 options to subscribe for Shares which are granted under the Post-IPO Share Option Scheme to each of Mr Jinchu Shen and Mr Stuart Gibson. The options granted to Mr Jinchu Shen are physically settled unlisted derivatives, and the options granted to Mr Stuart Gibson are unlisted derivatives which are not physically or cash settled.6.For each of Mr Jinchu Shen and Mr Stuart Gibson, as of 31 December 2024, 130,600 PSUs were vested in 2024, with the remaining 130,600 Shares to be vested in 2025. On 20 July 2023, each of Mr Jinchu Shen and Mr Stuart Gibson was granted 280,910 Shares underlying the PSUs (will vest inthreeequaltranchesinthesecondquarterof2025,2026and2027respectively,andapayoutmultiplier(0to150%)tiedtotheachievementlevel of the pre-determined targets will be applied. The maximum number of Shares underlying the PSUs based on 150% vesting is 421,365); and 280,910 Shares underlying the RSUs (will vest in four equal tranches on the first, second, third and fourth anniversaries of the grant date, subject tofulfilmentofrelevantvestingconditions)amongstwhich70,227SharesunderlyingtheRSUswerevestedon20July2024,withtheremaining210,683Sharestobevestedin2025,2026and2027.7.%u0009 JLInvestmentGroupLimited,JLInvestmentGroupIILimitedandJLElectron(BVI)Limiteddirectlyholds101,984,984Shares,90,984,985Sharesand 34,889,518 Shares respectively, and all of 3 companies are 100% controlled by Mr Hwee Chiang Lim.8.The transfer of Shares from RIC to Sequoia Investco was completed on 5 April 2024. In connection therewith RIC or its affiliate will have right to receive certain interests in Sequoia Investco or its affiliate, and Sequoia Investco or its affiliate is under an obligation to pay RIC or its affiliate a cash consideration if certain conditions are met.9.Sequoia Investco directly holds 448,933,103 Shares and it is wholly-owned by S Asia Hold Co 1 Private Limited. S Asia Hold Co 1 Private Limited is a wholly-owned subsidiary of SOF-12 International SCSp, which is wholly-controlled by its general partner, SOF-12 International Management Sarl, a wholly-ownedsubsidiaryofStarwoodXIIManagement,LP.SOF-12InternationalMasterFundSCSpowns67.31%interestsinSOF-12InternationalSCSp. SOF-12 International Master Fund SCSp is wholly-controlled by its general partner, SOF-12 Master Fund Management S%u00e0rl, a wholly-owned subsidiaryofStarwoodXIIManagement,LP.SOF-XIIInternationalBlockerLPowns97.12%interestsinSOF-12InternationalMasterFundSCSp.SOF-XII International Blocker LP is wholly-controlled by its general partner, SOF-XII Investors GP, LLC, a wholly-owned subsidiary of Starwood XII Management GP, LLC. Starwood XII Management, LP is wholly-controlled by its general partner Starwood XII Management GP, LLC, which is a wholly-owned subsidiary of Starwood Capital Group Global II, L.P., which is wholly-controlled by its general partner, SCGG II GP, LLC. SCGG II GP, LLCowns96.74%interestsinStarwoodXIIManagement,LP.StarwoodCapitalGroupHoldingsL.P.owns60%interestsinStarwoodCapitalGroupGlobal II, L.P.. SCGG II GP, LLC is wholly-owned by Starwood Capital Group Holdings GP L.L.C.. Starwood Capital Group Holdings L.P. is whollycontrolled by its general partner, Starwood Capital Group Holdings GP L.L.C., a wholly-owned subsidiary of BSS SCG GP Holdings L.L.C., where Mr Barry Stuart Sternlicht holds 100% interests. Hence, Mr Barry Stuart Sternlicht is deemed to be interested in the Shares held by Sequoia Investco.10.%u0009 SSWCEI(CN),L.P.directlyholds213,174,600SharesandisdirectlywhollyownedbySSWCEIGP,LLC.Hence,SSWCEIGP,LLCisdeemedtobeinterested in the Shares held by SSW CEI (CN), L.P..11.Straits Phoenix Pte. Ltd., Straits Equities Holdings (One) Pte. Ltd., The Cairns Pte. Ltd. and Tecity Asset Management Pte. Ltd. directly holds 103,217,382Shares,65,911,038Shares,2,875,350Sharesand40,793,234Sharesrespectively.BothStraitsPhoenixPte.Ltd.andStraitsEquitiesHoldings(One)Pte.Ltd.arewhollyownedbyTheStraitsTradingCompanyLimited.TheCairnsPte.Ltd.owns63.75%interestsinTheStraitsTradingCompanyLimited.RafflesInvestmentsPrivateLimitedowns36.14%interestsinTheCairnsPte.Ltd..AequitasPte.Ltd.owns71.25%interestsinRaffles Investments Private Limited. Aequitas Pte. Ltd. is owned as to 42% and 58% by Tecity Pte. Ltd. and Tan Chin Tuan Pte. Ltd. respectively. BothTecityPte.Ltd.andTecityAssetManagementPte.Ltd.arewhollyownedbyTanChinTuanPte.Ltd..MsKhengLianTanowns67.90%interestsin Tan Chin Tuan Pte. Ltd. Hence, Ms Kheng Lian Tan is deemed to be interested in the Shares held by Straits Phoenix Pte. Ltd., Straits Equities Holdings (One) Pte. Ltd., The Cairns Pte. Ltd. and Tecity Asset Management Pte. Ltd. under the SFO.12.APG Asset Management N.V. (%u201cAPG-AM%u201d) is the investment manager of Stichting Depositary APG Strategic Real Estate Pool (%u201cAPG-Stichting%u201d), which istheholderof211,057,897Shares.APG-AMiswholly-ownedbyAPGGroepN.V.,whichis92.16%ownedbyStichtingPensioenfondsABP,whichisan investor in APG Strategic Real Estate Pool. APG Investments Asia Limited (%u201cAPG-Asia%u201d) is wholly-owned by APG-AM and is also a sub-investment manager of APG-AM in respect of APG-Stichting. Each of Stichting Pensioenfonds ABP, APG-AM, APG-Asia and APG Groep N.V., are therefore deemed to be interested in the Shares held by APG-Stichting.