ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 23 Name of shareholder Capacity/nature of interest Number of Shares/underlying Shares held (Note 1) Approximate percentage of shareholdings Starwood XII Management, LP Interest of controlled corporations (Notes 8, 9) 448,933,103(L) 10.66% Mr. Barry Stuart Sternlicht Interest of controlled corporations (Notes 8, 9) 448,933,103(L) 10.66% OMERS Administration Corporation Beneficial owner 456,221,943(L) 10.83% Mr. Jinchu Shen Interest of controlled corporations and beneficial owner (Notes 4, 5, 6) 320,804,265(L) 7.61% Laurels Capital Investments Limited Beneficial owner (Note 4) 319,658,645(L) 7.59% Rosy Fortune Limited Founder of a discretionary trust (Note 4) 319,658,645(L) 7.59% Tricor Equity Trustee Limited Trustee (Note 4) 319,658,645(L) 7.59% The Capital Group Companies, Inc. Interest of controlled corporations 256,676,474(L) 6.09% Mr. Hwee Chiang Lim Interest of controlled corporations and beneficial owner (Note 7) 232,262,446(L) 5.51% JPMorgan Chase & Co. Interest of controlled corporations, investment manager, security interest and approved lending agent 213,314,637(L) 5.06% 12,697,432(S) 0.30% 184,099,648(P) 4.37% Tan Chin Tuan Pte. Ltd. Interest of controlled corporations (Note 10) 212,797,004(L) 5.05% Tan Kheng Lian Interest of controlled corporations (Note 10) 212,797,004(L) 5.05% SSW CEI (CN), L.P. Beneficial owner 213,174,600(L) 5.06% SSW CEI GP, LLC Interest of controlled corporations 213,174,600(L) 5.06% APG Groep N.V. Investment manager 211,072,697(L) 5.01% Stichting Depositary APG Strategic Real Estate Pool Investment manager 211,072,697(L) 5.01% Stichting Pensioenfonds ABP Beneficial owner 211,072,697(L) 5.01% APG Investments Asia Limited Investment manager 211,057,897(L) 5.01% Notes: 1. The letters “L”, “S” and “P” denote the long position, the short position and the lending pool in the Shares respectively. 2. Alexandrite Gem Holdings Limited (“Gem Holdings”) and Athena Logistics Holdings Ltd. (“Logistics Holdings”) held as to 503,733,253 and 87,706,907 Shares respectively. Gem Holdings and Logistics Holdings are wholly owned subsidiaries of Alexandrite Gem TopCo Ltd (“Gem TopCo”) and Athena Logistics TopCo Ltd. (“Logistics TopCo”) respectively. Both Gem TopCo and Logistics TopCo are wholly owned subsidiaries of Alexandrite Athena GroupCo Ltd. (“Alexandrite Athena GroupCo”). Alexandrite Athena GroupCo is owned as to 41.46% and 35.19% by Warburg Pincus China, L.P. (“WP China”) and Warburg Pincus Private Equity XII, L.P. (“WPP Equity”) respectively. WP China and WPP Equity are wholly owned subsidiaries of Warburg Pincus China GP, L.P. (“WP China GP”) and Warburg Pincus XII, L.P. (“WP XII”) respectively. Both WP China GP and WP XII are wholly owned by WP Global LLC. The managing member of WP Global LLC is Warburg Pincus Partners II, L.P. (“WPP II”). The general partner of WPP II is Warburg Pincus Partners GP LLC (“WPP GP”), the managing member of which is Warburg Pincus & Co. Accordingly, each of Gem TopCo, Logistics TopCo, Alexandrite Athena GroupCo, WP China, WPP Equity, WP China GP, WP XII, WP Global LLC, WPP II, WPP GP and Warburg Pincus & Co. are deemed to be interested in the underlying Shares held by Gem Holdings and Logistics Holdings. 3. Redwood Investment Company, Ltd. (“RIC”) 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. are controlled as to 45.87% and 45.87% by Mr. Charles Alexander Portes and Mr. Stuart Gibson, respectively. Hence, each of Mr. Charles Alexander Portes, 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 30 June 2024, 850,000 Shares were held by Redwood Consulting (Cayman) Limited (“Redwood Consulting”) 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 30 June 2024, 319,658,645 Shares of the total issued shares of the Company (inclusive of the interest in 7,799,856 Shares underlying the share options pursuant to the 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.
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