SWIRE PROPERTIES ANNUAL REPORT 2023 Percentage Capacity of Voting Beneficial Interest Shares (comprised Trust Total No. in the class) Personal Family Interest of Shares (%) Note Swire Pacific Limited ‘A’ shares Lily Cheng 10,000 – – 10,000 0.0012 Merlin Swire 180,000 – 301,000 481,000 0.0561 (1) ‘B’ shares Merlin Swire 390,000 – 3,024,617 3,414,617 0.1168 (3) Notes: (1) All ordinary shares in Swire Properties Limited and ‘A’ shares in Swire Pacific Limited held by Merlin Swire under trust interest were held by him as one of the executors of a will and he did not have any beneficial interest in those shares. (2) Adam Fenwick was a trustee of a trust which held 3,136,000 ordinary shares and 2,822,400 preference shares in John Swire & Sons Limited included under trust interest and did not have any beneficial interest in those shares. (3) Merlin Swire was a trustee and/or a potential beneficiary of trusts which held 8,852,483 ordinary shares and 6,705,528 preference shares in John Swire & Sons Limited and 1,225,395 ‘B’ shares in Swire Pacific Limited included under trust interest and did not have any beneficial interest in those shares. Merlin Swire was one of the executors of a will which held 1,799,222 ‘B’ shares in Swire Pacific Limited included under trust interest and did not have any beneficial interest in those shares. Other than as stated above, no Director or Chief Executive of Directors of Subsidiaries the Company had any interest or short position, whether The names of all directors who have served on the boards beneficial or non-beneficial, in the shares or underlying shares of the subsidiaries of the Company during the year ended and debentures of the Company or any of its associated 31st December 2023 or during the period from 1st January corporations (within the meaning of Part XV of the SFO). 2024 to the date of this Report are kept at the Company’s Neither during nor prior to the year under review has any registered office and made available for inspection by the right been granted to, or exercised by, any Director of the members of the Company in accordance with Section Company, or to or by the spouse or minor child of any 390(6) of the Companies Ordinance (Cap. 622 of the Laws Director, to subscribe for shares, warrants or debentures of of Hong Kong). the Company. Other than as stated in this report, no transaction, Permitted Indemnity arrangement or contract of significance to which the Group Subject to the Companies Ordinance (Cap. 622 of the Laws was a party and in which a Director or an entity connected of Hong Kong), every Director is entitled under the with a Director is or was materially interested, either directly Company’s Articles of Association to be indemnified out of or indirectly, subsisted during or at the end of the year. the assets of the Company against all costs, charges, At no time during the year was the Company, or any of its expenses, losses and liabilities which he or she may sustain associated corporations, a party to any arrangements to or incur in or about the execution or discharge of his or her enable the Directors of the Company to acquire benefits by duties and/or the exercise of his or her powers and/or means of the acquisition of shares in or debentures of the otherwise in relation to or in connection with his or her Company or any other body corporate. duties, powers or office. To the extent permitted by such Ordinance, the Company has taken out insurance against Directors’ Interests in Competing the liability and costs associated with defending any Businesses proceedings which may be brought against directors of companies in the Group. None of the Directors or their respective close associates has any competing interests which need to be disclosed pursuant to Rule 8.10 of the Listing Rules. 123
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