DIRECTORS’ REPORT Pursuant to the above-mentioned Articles, The Right Honourable Sir Hugo George William Swire, KCMG, Mr Brett Harold Krause, Mr Charles Alexander Portes, Mr David Alasdair William Matheson and Mr Robin Tom Holdsworth will retire from office by rotation at the forthcoming annual general meeting to be held on 1 June 2022 (the “AGM”). The Right Honourable Sir Hugo George William Swire, KCMG, Mr David Alasdair William Matheson and Mr Robin Tom Holdsworth have notified the Company that they wish to retire from the Board to pursue other opportunities and accordingly, they will not offer themselves for re-election at the AGM. The Right Honourable Sir Hugo George William Swire, KCMG, Mr David Alasdair William Matheson and Mr Robin Tom Holdsworth confirmed that they do not have any disagreement with the Board and there is no other matter in relation to their retirement that needs to be brought to the attention of the Shareholders. Mr Charles Alexander Portes and Mr Brett Harold Krause, being eligible, have offered themselves for re-election at the AGM. 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. As the appointment of Ms Serene Siew Noi Nah as a Director was made by the Board on 19 April 2022, she will hold office until the AGM and being eligible, she has offered herself for re-election at the AGM. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT None 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’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCE Save with regards to the acquisition of ARA Asset Management Limited and its subsidiaries, further details of which were set out in the announcements of Company dated 4 August 2021, 24 August 2021, 12 October 2021 and 3 November 2021 and the circular issued by the Company dated 18 October 2021, there was no transaction, arrangement or contract of significance entered into in the financial year ended 31 December 2021 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 BUSINESS Mr Jeffrey David Perlman, a non-executive Director is an employee of Warburg Pincus Private Equity X, L.P. (a substantial shareholder of the Company up to 27 November 2020) and its affiliates, which have other investments in the real-estate sector in APAC, some of which may have business overlaps and potentially compete with the Company. In connection with his employment, he may hold directorships in such businesses. Prior to the acquisition of ARA Asset Management Holdings Pte. Ltd. (“ARA”) by the Company on 20 January 2022, Mr Jeffrey David Perlman, was a non-executive directors of ARA. Since then, ARA became the Company’s wholly-owned subsidiary. ARA is a real estate fund management and REIT manager. ARA or its affiliates are the REIT manager of Fortune REIT, listed on the Singapore Stock Exchange (Stock Code: F25U) and on the Hong Kong Stock Exchange (Stock Code: 0778), Suntec REIT and Cache Logistics Trust, listed on the Singapore Stock Exchange (Stock Code: T82U), and Hui Xian REIT and Prosperity REIT, listed in Hong Kong (Stock Code: 0808). ARA is primarily focused on office and retail properties. None of our Directors has an interest in any of the Company’s primary competition. The Board is of the view the Company is capable of carrying on its business independently of and at arm’s 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 their performance of their duties as Directors of the Company. E S R C A Y M A N L I M I T E D A N N U A L R E P O R T 2 0 2 1 97
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