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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Aug 15, 2022 17:25 |
| Status | New |
| Announcement Sub Title | Appointment of Lead Independent Director |
| Announcement Reference | SG220815OTHRK0WU |
| Submitted By (Co./ Ind. Name) | Tay Zheng Yu |
| Designation | Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Lead Independent Director as Chairman of Audit & Risk Committee and a member of the Nominating & Remuneration Committee. |
| Additional Details | |
| Date Of Appointment | 15/08/2022 |
| Name Of Person | Eugene Paul Lai Chin Look |
| Age | 58 |
| Country Of Principal Residence | Singapore |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | The Board has assessed Mr Eugene Lai's qualifications, professional experience and independence accordingly. The board is satisfied that Mr Lai will be able to contribute significantly to SPH Reit Management Pte Ltd. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive Director |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Lead Independent Director Chairman of Audit & Risk Committee Member of Nominating & Remuneration Committee |
| Professional qualifications | 1) Biblical Graduate School of Theology MCS (Masters Degree in Christian Studies) (cum laude) 2) Harvard Law School, Harvard University LL.M (Master of Laws) 3) The London School of Economics & Political Science, London University LL.B (Bachelor of Laws) (first class honours) 4) Admitted to the Malaysian Bar 5) Admitted to the Singapore Bar 6) Admitted to the roll of solicitors 7) Admitted to New York State Bar |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | Nil |
| Conflict of interests (including any competing business) | Nil |
| Working experience and occupation(s) during the past 10 years | 1) Co-Managing Partner, Southern Capital Group Pte Ltd, Singapore (2007 - 2022) |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | Please see attached list of directorships - Appendix A |
| Present | Please see attached list of directorships - Appendix A |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | Yes |
| If Yes, Please provide full details | Mr Lai was a non-executive director of Universal EC Investments Pte Ltd ( UECI ) from September 2014 to August 2021 and its wholly owned subsidiary, Greatearth Pte Ltd ( GEPL ), from January 2015 to August 2021. He was not part of the management of UECI or GEPL. UECI and GEPL are currently in a creditors voluntary winding up and a liquidator was appointed on 30 August 2021 for both companies. UECI was an investment holding company incorporated for the purpose of investing in the shares of GEPL, which was a group holding company. Two of GEPL's subsidiaries were construction companies and their business was badly affected by the covid-19 pandemic and, as a result, UECI and GEPL were unable to continue as going concerns. UECI and GEPL were not insolvent before the covid-19 pandemic. These companies took steps to try to avoid insolvency during the covid-19 pandemic such as disposing assets, cost control and rescheduling their debts. To Mr Lai's knowledge, there have been no subsequent investigations conducted by regulatory authorities on whether there was any wrongdoing by these companies. It is expected that the creditors voluntary winding up of both companies will be completed in the second quarter of 2023. |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | 1) Raffles Holdings Limited (2001 - 2003) 2) The Ascott Group Limited (2003 - 2004) 3) AIMS AMP Capital Industrial REIT Management Limited (2010 - 2019) 4) Perennial Real Estate Holdings Limited (2014 - 2020) |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | N.A. |
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