69 Annual Report 2025 There is a rigorous process to evaluate the independence of each ID. As part of the process: (a) each ID discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Stapled Securityholders’ best interests, and such information is then reviewed by the NRC; and (b) the NRC also considers the IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent judgement in discharging his/her duties. Thereafter, the NRC’s recommendation is presented to the Boards for their approval. IDs must recuse themselves from the NRC’s and the Boards’ deliberations on their own independence. The NRC also reviews the independence of an ID when there is a change in their circumstances and makes recommendations to the Boards. IDs are required to report to the Managers any changes which may affect their independence. The outcome of the Boards’ assessment of the independence of the IDs as at the last day of FY 2025 is set out below. In reviewing the IDs’ independence, the NRC considered the relevant relationships and circumstances of each ID, including those specified in the Listing Manual, the SFR and the Code. These include: (a) appointments in organisations which have a business relationship with the CLAS Group and/or the CLI Group, and (b) directorships in Temasek Holdings (Private) Limited (Temasek), the substantial Stapled Securityholder of CLAS through its indirect interest in CLI, and in organisations linked to Temasek. All IDs had recused themselves from the NRC’s and the Boards’ deliberations on their own independence. Relevant Relationships and Circumstances Considerations Appointments in organisations which have a business relationship with the CLAS Group and/or CLI Group and Directorships in Temasek and Temasek-linked organisations • Mr Chia Kim Huat (Mr Chia) is the regional head, Corporate and Transactional Group of Rajah & Tann Singapore LLP (Rajah & Tann), which provides legal services to CLAS Group and some of the subsidiaries of CLI Group. Mr Chia was a non-executive director of SATS Ltd (SATS), an associated company of Temasek. Mr Chia’s role in SATS had ceased on 25 July 2025 upon the conclusion of the 52nd Annual General Meeting of SATS. • Mr Max Loh Khum Whai (Mr Loh) is a non-executive director of SPH Media Holdings Pte. Ltd. (SPH Media). CLAS Group and CLI Group have business relationships with SPH Media for the subscription of newspapers and placement of advertisements in the newspapers. a. (i) Mr Chia’s roles in Rajah & Tann and SATS; and (ii) Mr Loh’s role in SPH Media are/were non‑executive in nature. They are/were not involved in the business operations of such corporations. b. Mr Chia and Mr Loh were not and will continue not to be involved in the approval process for the engagement of Rajah & Tann and SPH Media. c. Any engagement with Rajah & Tann and SPH Media has been or will be decided by Management in the ordinary course of business, on arm’s length basis and on normal commercial terms and/or market rates. d. In the event of any past, present or future engagement of Rajah & Tann and SPH Media requiring the Boards’ approval or any potential conflict of interest that may arise, the relevant Directors have recused or will recuse themselves from any deliberations or approvals. e. With respect to Mr Chia’s role in SATS, he confirmed that he was not under any obligation, whether formal or informal, to act in accordance with the directions of CLI and/or Temasek in relation to the corporate affairs of CLAS and the Managers. The Boards have considered the conduct of each of Mr Chia and Mr Loh and are of the view that the relationships above did not interfere with the exercise of independent judgement in the discharge of their duties and responsibilities as a Director. Mr Lui Chong Chee (Mr Lui) and Ms Deborah Lee Siew Yin (Ms Lee) do not have any relationships and are not faced with any of the circumstances identified in the Code, SFR, BTR and Listing Manual, or other relationships which may affect their independent judgement. The Boards are of the view that these Directors have exercised independent judgement in the discharge of their duties and responsibilities. The Boards therefore determined that Mr Lui, Mr Loh, Mr Chia and Ms Lee are independent Directors. The Boards are of the view that as at the last day of FY 2025, each of Mr Lui, Mr Loh, Mr Chia and Ms Lee was able to act in the Stapled Securityholders’ best interests in respect of the period in which they served as Directors in FY 2025.
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