113 ANNUAL REPORT 2025 Corporate Governance United Hampshire US Real Estate Investment Trust (“UHREIT”) was constituted by the trust deed dated 18 September 2019 (as amended and restated from time to time) entered into between United Hampshire US REIT Management Pte. Ltd., as the manager (the “Manager”) and Perpetual (Asia) Limited, as the trustee (the “Trustee”) (the “Trust Deed”). The Manager was appointed in accordance with the terms of the Trust Deed, and is jointly owned by UOB Global Capital LLC (“UOB Sponsor”) and Hampshire U.S. Holdco, LLC, a subsidiary of The Hampshire Companies, LLC (“Hampshire Sponsor” and together with the UOB Sponsor, the “Sponsors”). The Manager is able to harness synergies and draw competencies from the two best-in-class management platforms of its Sponsors. Please refer to page 18 for further details on the UOB Sponsor and the Hampshire Sponsor. The Manager holds a Capital Markets Services licence (CMS Licence) for REIT management issued by the Monetary Authority of Singapore (“MAS”) pursuant to the Securities and Futures Act 2001 of Singapore (“SFA”). The Manager sets the strategic direction for UHREIT and makes recommendations to the Trustee on any investment or divestment opportunities, as well as asset enhancement initiatives for UHREIT, in accordance with UHREIT’s investment strategy. The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed. No termination fees are payable to the Manager upon the removal or retirement of the Manager under the Trust Deed. Any costs and expenses incurred in connection with the removal of the Manager (save for cost and expenses in connection with the winding up of the Manager) shall be payable out of the assets of UHREIT. The Board of Directors (the “Board” or “Directors” and individually a “Director”) of the Manager is committed to sound corporate governance policies and practices as well as continuous improvement in corporate governance as an avenue of achieving long- term Unitholders’ value. It maintains sound and transparent policies and practices to align with market practices as well as to meet the specific business needs of UHREIT. These serve to provide a firm foundation for a trusted and respected business enterprise. The Board and the management team of the Manager (“Management”) are committed to corporate governance practices that bolsters the confidence placed in them by the Unitholders, business partners, employees and the financial markets. The Manager adopts the Singapore Code of Corporate Governance 2018 issued by the MAS on 6 August 2018 (the “Code”) as its benchmark for corporate governance policies and practices and is committed to complying with the substance and spirit of the Code. This report describes the main corporate governance policies and practices of the Manager with reference to the Code, and to the extent that there are any deviations from the Code, explanations are provided for such deviation, together with details of the alternative practices which have been adopted by UHREIT which are consistent with the intent of the relevant principle of the Code. THE MANAGER OF UHREIT AND CORPORATE GOVERNANCE The Manager has general powers of management over the assets of UHREIT, and its core responsibility is to manage the assets and liabilities of UHREIT for the benefit of the Unitholders. In connection therewith, the primary role of the Manager is to formulate and establish the strategic direction and business plans of UHREIT in accordance with its mandate. This includes making recommendations to the Trustee on any opportunities on investment, divestment, development and/or enhancement of the assets of UHREIT in accordance with the investment strategy of UHREIT. The research, evaluation and analysis required for these purposes are carried out by the Manager, with the objective of maximising returns, delivering sustainable distributions and creating long term value for Unitholders. The Manager endeavours to ensure that UHREIT conducts its business in a proper and efficient manner and conducts all transactions for UHREIT on an arm’s length basis and on normal commercial terms.
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