Payments to Associated Persons and Loans 9.8 Payments to Associated Persons must be commercially reasonable, and commensurate with the tasks that they actually undertake. Contracts for services to be provided by Associated Persons should provide fixed payments for specific, identified tasks and should avoid unreasonably large percentage-based commissions and success fees. 9.9 Payments to Associated Persons must be made in accordance with the terms of their contracts; in particular, it is a violation of this Policy to honour requests by Associated Persons to vary the terms of contracts by: (a) Prepayments or delayed billing without a reasonable commercial explanation; (b) Increasing or decreasing agreed amounts on any invoice if there is no factual, documented basis; or (c) Submitting multiple invoices if it is suspected that such invoices may be used in a manner contrary to Swire Properties standards, procedures or applicable laws or otherwise used improperly. 9.10 Contracts that provide for payments to parties other than the contracting party or to countries other than the home country of the contracting party must be avoided; where it is necessary, adequate justification and supporting documents must be provided and pre-approved by the Chief Executive or Finance Director. 9.11 Personnel should not grant or guarantee a loan to, or accept a loan from or through the assistance, of any Associated Persons or individual or organisation having any business dealings with Swire Properties. However, there is no restriction on normal bank lending made on normal commercial terms by banks or other financial institutions which provide banking services to Swire. New Business and Joint Ventures 9.12 New business means any transaction involving the takeover, merger or acquisition of all or part of a third party or business and includes the formation of any joint venture or similar arrangement between Swire Properties with one or more third parties to jointly own and operate an enterprise as a separate business for the mutual benefit of the parties to such joint venture, joint agreement or arrangement. 9.13 International Anti-Bribery Laws raise unique concerns in relation to the formation or acquisition of new business or joint ventures. If the acquiring company does not perform an effective and thorough due diligence review of the target company or joint venture partners, it can be held accountable for past or continuing anti- corruption violations performed by the target company or joint venture partners. 9.14 Proper due diligence must be performed prior to agreeing to enter into any agreements relating to new business or joint ventures. In addition, a remediation plan should be developed and implemented to address identified issues. - 11 -