124 CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT payment by the end of April of the following year, adjusted to take account of the interim payment. The Company also reimburses the Swire group at cost for most of the expenses incurred in the provision of the services. The Services Agreement, which was entered into between JS&SHK and the Company on 1st December 2004, took effect from 1st January 2005, was renewed on 1st October 2007, was amended and restated with effect from 1st January 2010, was renewed again on 1st October 2010, 14th November 2013 and 1st October 2016, was amended and restated on 9th August 2019 and was renewed again on 1st October 2019 and 1st October 2022. The current term of the Services Agreement is from 1st January 2023 to 31st December 2025 and it is renewable for successive periods of three years thereafter unless either party to it gives to the other notice of termination of not less than three months expiring on any 31st December. Particulars of the fees paid and the expenses reimbursed for the year ended 31st December 2024 are given in note 40 to the financial statements. (b) Tenancy Framework Agreement The Company, JS&SHK and Swire Pacific Limited (“Swire Pacific”) entered into a tenancy framework agreement (“Tenancy Framework Agreement”) on 14th August 2014 to govern existing and future tenancy agreements between members of the Group, members of the JS&SHK group and members of the Swire Pacific group. The Tenancy Framework Agreement, which took effect from 1st January 2014 and was renewed on 1st October 2015, 1st October 2018 and 1st October 2021, was renewed again on 1st October 2024 for a term of three years from 1st January 2025 to 31st December 2027. It is renewable for successive periods of three years thereafter unless any party to it gives to the other parties notice of termination of not less than three months expiring on any 31st December. Pursuant to the Tenancy Framework Agreement, members of the Group, members of the JS&SHK group and members of the Swire Pacific group enter into tenancy agreements from time to time on normal commercial terms based on prevailing market rentals. For the year ended 31st December 2024, the aggregate rentals payable to the Group under tenancies subject to the Tenancy Framework Agreement totalled HK$152 million. At 31st December 2024, the Swire group was interested in 63.05% of the equity of Swire Pacific and controlled 70.13% of the voting rights attached to shares in Swire Pacific and Swire Pacific owned 82.50% of the Company’s total number of issued shares. JS&SHK, as a wholly-owned subsidiary of Swire, and Swire Pacific are therefore connected persons of the Company under the Listing Rules. The transactions under the Services Agreement and the Tenancy Framework Agreement are continuing connected transactions in respect of which announcements dated 11th August 2022 and 9th May 2024 respectively were published. As directors and/or employees of (or in one case as an adviser to) the Swire group, Tim Blackburn, Guy Bradley, Raymond Lim, Fanny Lung, Martin Murray and Richard Sell are interested in the Services Agreement and the Tenancy Framework Agreement. Adam Fenwick and Merlin Swire are so interested as shareholders, directors and/or employees of the Swire group. The Independent Non-Executive Directors of the Company, who are not interested in any connected transactions with the Group, have reviewed and confirmed that the continuing connected transactions as set out above have been entered into by the Group in the ordinary and usual course of business of the Group, on normal commercial terms or better, and according to the agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. The auditors of the Company have also reviewed the continuing connected transactions and confirmed to the Board that nothing has come to their attention that causes them to believe that these transactions have not been approved by the Board of the Company; that these transactions were not, in all material respects, in accordance with the pricing policies of the Group if the transactions involve the provision of goods or services by the Group; that these transactions were not entered into, in all material respects, in accordance with the relevant agreements governing the transactions; and that the relevant annual caps have been exceeded. On behalf of the Board Guy Bradley Chairman Hong Kong, 13th March 2025