CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT Directors following their election by ordinary resolution. In accordance Angela Zhu was appointed as a Director with effect from therewith, Fanny Lung and Martin Murray retire this year the conclusion of the Company’s 2023 annual general and, being eligible, offer themselves for re-election. Richard meeting held on 9th May 2023 (“2023 AGM”) and Richard Sell and Angela Zhu, having been appointed to the Board Sell was appointed as a Director with effect from 17th under Article 91 since the last annual general meeting, also October 2023. All the other Directors of the Company retire this year and offer themselves for election. whose names are listed in the section of this annual report Each of the Directors has entered into a letter of appointment, headed Directors and Officers served throughout the which constitutes a service contract, with the Company for calendar year 2023. Jinlong Wang retired as a Director with a term of up to three years until retirement under Article 91 effect from the conclusion of the Company’s 2023 AGM. or Article 93 of the Articles of Association of the Company, which will be renewed for a term of three years upon each Independence Confirmation election or re-election. No Director has a service contract All of the Independent Non-Executive Directors (listed in with the Company which is not determinable by the the section of this annual report headed Directors and employer within one year without payment of Officers) has confirmed their independence as regards the compensation (other than statutory compensation). factors in Rule 3.13 of the Listing Rules and the Company Fees and Emoluments considers all of them to be independent. Full details of Directors’ fees and emoluments are set out in Term of Appointment note 9 to the financial statements. Article 93 of the Company’s Articles of Association provides Directors’ fees paid to the Independent Non-Executive for all Directors to retire at the third annual general meeting Directors during the year totalled HK$3.6 million. They received no other emoluments from the Group. Directors’ Interests At 31st December 2023, the register maintained under Section 352 of the Securities and Futures Ordinance (“SFO”) showed that Directors held the following interests in the shares of Swire Properties Limited and its associated corporations (within the meaning of Part XV of the SFO), John Swire & Sons Limited and Swire Pacific Limited: Capacity Percentage Beneficial Interest Trust Total No. of Voting Personal Family Interest of Shares Shares (%) Note Swire Properties Limited Lily Cheng 1,000 – – 1,000 0.00002 Merlin Swire – – 1,148,812 1,148,812 0.01964 (1) Percentage Capacity of Issued Beneficial Interest Share Capital (comprised Trust Total No. in the class) Personal Family Interest of Shares (%) Note John Swire & Sons Limited Ordinary Shares of £1 Adam Fenwick – – 3,136,000 3,136,000 3.14 (2) Merlin Swire 2,193,550 630,000 20,175,819 22,999,369 23.00 (3) 8% Cum. Preference Shares of £1 Adam Fenwick – – 2,822,400 2,822,400 3.14 (2) Merlin Swire 3,966,125 – 16,917,930 20,884,055 23.20 (3) 122