Consortium and ESR Jointly Announce Scheme of Arrangement to Take Company Private

• The Proposal from the Consortium provides a holistic solution for Shareholders with the rare
  opportunity to elect between (i) the Cash Alternative, (ii) the Share Alternative, or (iii) a mix of
  cash and shares in a proportion of their choosing
• The Cash Alternative of HK$13.00 per Scheme Share provides certain, near-term liquidity at a
  substantial premium of 55.7% over the closing price of HK$8.35 on the pre-NBO date of 24 April
  2024
• The Proposal values ESR at HK$55.2 billion (US$7.11 billion) on an equity value basis, making it
  the largest privatisation from the Hong Kong Stock Exchange since 2021
• Proposed privatisation helps to fully realise the platform value of ESR in the long-term, supported
  by investors to assist the Company in its strategic transformation
• The Consortium, led by Starwood Capital Group, Sixth Street and SSW Partners, and which also
  includes QIA, Warburg Pincus and the Founders of the Company, collectively holds 39.9% of the
  total issued shares of ESR
• As at 4 December 2024, Shareholders representing 51.2% of the Scheme Shares held by
  Disinterested Shareholders have provided Irrevocable Undertakings to support the Proposal

HONG KONG, 4 December 2024 – The Consortium led by Starwood Capital Group, Sixth Street and SSW
Partners (the “Consortium”), and ESR Group Limited (“ESR or the “Company”), today jointly announce the
Consortium’s proposal (collectively the “Proposal”) to privatise ESR by way of scheme of arrangement from
the Hong Kong Stock Exchange.

The Proposal values ESR at HK$55.2 billion (US$7.11 billion) on an equity value basis, making it the
largest privatisation from the Hong Kong Stock Exchange since 2021. The Consortium, led by Starwood
Capital Group, Sixth Street and SSW Partners, which also includes QIA, Warburg Pincus, and the
Founders of the Company, collectively holds 39.9% of the total issued shares of ESR. In addition, the
Consortium has received co-investment equity commitments from institutional
investors who will be investing through both Starwood Capital and Warburg Pincus-managed vehicles,
including Alpha Wave Ventures (“Alpha Wave”) and a leading Asia public pension investor.

Holistic solution with rare opportunity to choose between cash or shares or a combination of both

The Consortium is of the view that the Proposal provides a holistic solution for Shareholders with a rare
opportunity to elect between (i) receiving cash to fully monetise their investment at a substantial premium
(the “Cash Alternative”), (ii) rolling their shares into EquityCo2
to participate in the next phase of the
Company’s development alongside the Consortium (the “Share Alternative”), or (iii) a mix of these two
options in a proportion of their choosing.

1 HK$ / US$ = 7.80
2 EquityCo is an unlisted investment holding company incorporated in the Cayman Islands for the sole purpose of
implementing the Proposal.

Shareholders who elect the Share Alternative will roll their Scheme Shares into EquityCo shares, at a ratio
of 1:1, alongside the Consortium in the new entity to pursue strategic transformation initiatives aimed at
realising ESR’s platform value in the long term.

Certain, near-term liquidity at a substantial premium through the Cash Alternative

For Shareholders electing to receive cash, the Cash Alternative of HK$13.00 per Scheme Share provides
certain, near-term liquidity at a substantial premium of:

• 55.7% over the closing price of HK$8.35 per share on 24 April 2024, being the last trading day
  prior to the date of submission of the Non-Binding Offer (“Pre-NBO Date”);
• 54.0% and 40.8% over the average closing price of approximately HK$8.44 and HK$9.23 per
  share for the 30 and 60 trading days up to and including the Pre-NBO Date, respectively; and
• 199.1% over the Company’s unaudited consolidated Net Tangible Asset Value per Share of
  HK$4.35 as at 30 June 2024.

The Cancellation Consideration (the Cash Alternative or the Share Alternative) under the Proposal has
been increased twice since the initial approach in May 2024. It is now final and will not be increased further

Strategic transformation best executed in a private setting

The Consortium believes that the Proposal is beneficial to the Company and the terms of the Proposal are
attractive to Shareholders in a number of ways:

A strategic transformation is required to realise the Company’s platform value. To effectuate this
transformation, the Company needs to transition to an asset-light platform, re-focus on New Economy
sectors, simplify its current portfolio with non-core asset divestitures, realise cost synergies and optimise
its balance sheet.
These strategic initiatives may come with significant short-term earnings fluctuations and the Consortium
believes that the strategic transformation is best executed in a private setting, where decision making and
execution related to this transition would be more flexible, efficient and unconstrained by the Listing Rules.
The Proposal, if successful, would transform the Company’s shareholder register to include investors whose long-term capital will support the Company’s strategic
transformation and growth, while maintaining a prudent and effective governance structure that protects
minority shareholders

Terms and timing of the Proposal

As at the announcement date, the Consortium holds in aggregate 39.9% of the total number of issued
shares in ESR, and will abstain from voting on the Scheme at the Court Meeting to approve the Scheme.

The Consortium, as at 4 December 2024, has received Irrevocable Undertakings (“IUs”) in support of the
Proposal from Shareholders representing approximately 51.2% of the Scheme Shares held by Disinterested
Shareholders, including OMERS, John Lim, APG, Straits and SMBC.

The Board of the Company (the “Board”) has established an Independent Board Committee (the “IBC”),
comprising all of the Independent non-executive Directors who are not Consortium Concert Parties, or
who have not (or whose appointing shareholders have not) provided IUs, to evaluate the Proposal and
make a recommendation to the Disinterested Shareholders, the Option-holders and the Award-holders as
to whether the Proposal is fair and reasonable and as to voting. An Independent Financial Adviser (“IFA”)
will be appointed by the Board with the approval of the IBC in due course to advise the IBC on the Proposal
pursuant to Rule 2.1 of the Takeovers Code. A further announcement will be made after the appointment
of the IFA.

Subject to satisfaction or a valid waiver (as applicable) of certain Pre-Conditions detailed in the 3.5
Announcement, a document will be despatched by the Company to Shareholders containing, among other
things, further details of the Proposal, a letter from the Board, a letter of advice from the IFA, the
recommendations of the IBC and notices to convene the Court Meeting and the EGM (“Scheme
Document”). The timetable of the Proposal will be set out in the Scheme Document at a later date.
The Proposal will be financed through a combination of: (i) rollover of the Consortium’s 39.9%
shareholding, (ii) additional equity capital from the Consortium members, (iii) external debt financing and
(iv) any shares rolled over by non-Consortium members who elect the Share Alternative.
The Proposal is subject to shareholder approval, court sanction and other Pre-Conditions and Conditions
outlined in the 3.5 Announcement.

Morgan Stanley Asia Limited (“Morgan Stanley”) and Deutsche Bank AG, Hong Kong Branch are acting as
co-lead financial advisers, where Morgan Stanley is also acting as the sole structuring advisor to the
Consortium. Goldman Sachs and UBS are acting as joint financial advisers to the Consortium and United
Overseas Bank Limited is acting as capital structure advisor to the Consortium. Latham & Watkins LLP and
Kirkland & Ellis are acting as legal counsels to the Consortium in connection with the Proposal. JLL is acting
as the real estate advisor to the Consortium.

Citigroup Global Markets Asia Limited is acting as the exclusive financial adviser to the Company and
Freshfields Bruckhaus Deringer is acting as legal counsel to the Company in connection with the Proposal.

Additional information about the Proposal can be found in the 3.5 Announcement published on the
website of the Hong Kong Stock Exchange.

About ESR Group

ESR Group is Asia-Pacific’s leading New Economy real asset manager and one of the largest listed real
estate investment managers globally. Our fully integrated fund management and development platform
extends across Australia and New Zealand, Japan, South Korea, Greater China, Southeast Asia, and India,
including a presence in Europe. We provide investors with a diverse range of real asset investment and
development solutions across private and public investment vehicles. Our focus on New Economy real
assets offers customers modern solutions for logistics, data centres, and infrastructure and renewables.
Our purpose, Space and Investment Solutions for a Sustainable Future, drives us to manage sustainably
and impactfully for the communities where we operate and the spaces we develop to thrive for generations to come. ESR Group is listed on The Stock Exchange of Hong Kong (HKSE: 1821.HK). Visit
www.esr.com for more information.

About the Consortium

Starwood Capital Group and its co-investors

Starwood Capital Group is a private investment firm with a core focus on global real estate. Starwood
Capital Group and its affiliates maintain 16 offices in seven countries around the world, and currently have
more than 5,000 employees. Since its inception in 1991, Starwood Capital Group has raised over US$80
billion of capital and currently has approximately US$115 billion of assets under management. Through a
series of comingled opportunity funds and Starwood Real Estate Income Trust, Inc. (SREIT), a non-listed
REIT, Starwood Capital Group has invested in virtually every category of real estate on a global basis,
opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives
risk/reward dynamics to be evolving. Starwood Capital also manages Starwood Property Trust (NYSE:
STWD), the largest commercial mortgage real estate investment trust in the United States, which has
successfully deployed over US$100 billion of capital since inception and manages a portfolio of over US$26
billion across debt and equity investments. Over the past 33 years, Starwood Capital Group and its
affiliates have successfully executed an investment strategy that involves building enterprises in both the
private and public markets.

Alpha Wave is a global investment company with three main verticals: private equity, private credit, and
public markets. It is led by Rick Gerson, Navroz Udwadia, and Ryan Khoury. Alpha Wave’s flagship global
private equity fund, Alpha Wave Ventures, aims to invest in best-in-class growth-stage companies and
endeavours to be helpful long-term partners to the founders and management teams. Alpha Wave has
offices in Miami, New York, London, Monaco, Madrid, Abu Dhabi, Tel Aviv, Bangalore, and Sydney.

Sixth Street

Sixth Street is a global investment firm with over $80 billion in assets under management and committed
capital. Sixth Street uses its long-term flexible capital, data-enabled capabilities, and One Team culture to
develop themes and offer solutions to companies across all stages of growth. The firm’s dedicated global
real estate team partners with property managers and institutional investors to acquire, finance, and
provide servicing expertise across the global real estate sector. Founded in 2009, Sixth Street has more
than 650 team members including over 250 investment professionals operating around the world.

The SSW Entities

The SSW Entities are a part of SSW Partners, LP, a New York-based investment firm that invests in highquality businesses and collaborates with partners to create enduring value for all stakeholders. It focuses
on businesses that consistently invest in their products and people, have built their reputations based on
the quality of the goods they produce or services they provide, who have demonstrated the capacity for
innovation and constant improvement, and who prioritise the interests of all stakeholders, including
employees, customers, owners and the communities in which the businesses operate. In 2022, SSW
Partners, LP partnered with Qualcomm to lead the successful privatisation of Veoneer, a Swedish provider
of automotive technology, which it acquired for US$4.6 billion in an all-cash transaction.

QIA

QIA is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the
state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests
across a wide range of asset classes and regions as well as in partnership with leading institutions around
the world to build a global and diversified investment portfolio with a long-term perspective that can
deliver sustainable returns and contribute to the prosperity of the State of Qatar.

Warburg Pincus

Warburg Pincus LLC is the pioneer of private equity global growth investing. A private partnership since
1966, the firm has the flexibility and experience to focus on helping investors and management teams
achieve enduring success across market cycles. Today, the firm has more than $86 billion in assets under
management, and more than 230 companies in their active portfolio, diversified across stages, sectors,
and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity,
real estate, and capital solutions strategies.

The Founders

Mr. Jinchu Shen and Mr. Stuart Gibson are the Co-CEOs and executive Directors of the Company, and Mr.
Charles Alexander Portes is a non-executive Director. The Founders each founded a part of the business
of the Group which then merged to form the Company. The Founders continued to lead the expansion of
the business of the Group throughout APAC and the Shares became listed on the Main Board of the Stock
Exchange on 1 November 2019.

Media Contacts:

Disclaimer

This press release contains information on the proposed privatisation of ESR Group Limited (the
“Company”) by MEGA BidCo (the “Offeror”) by way of a scheme of arrangement under section 86 of the
Companies Act (2023 Revision) of the Cayman Islands (the “Proposal”). Any person resident outside the
Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) who wishes to
view this press release must first satisfy themselves that they are not subject to any local requirements
which prohibit or restrict them from doing so.

This press release does not constitute an offer or invitation to buy or sell securities.

Please note that this press release is provided for information only. Nothing on this press release
constitutes (a) an invitation or offer to acquire, purchase or subscribe for securities of the Offeror, the
Company or any other entity, (b) a solicitation of any vote or approval in any jurisdiction, or (c) investment
advice.

The full terms and conditions of the Proposal will be contained in the scheme document in relation to the
Proposal (the “Scheme Document”) to be posted to the relevant shareholders of the Company separately.
Any investment decision with respect to the exercise of the rights attached to any securities mentioned in
this press release must be made exclusively on the basis of the Scheme Document including any
supplements thereto and not on the basis of the information provided in this press release.
Before making any investment decision, or exercising any right attaching to a share or other security, you
should seek appropriate advice from a lawyer, stockbroker, or other professional adviser (in each case
qualified and/or authorised).

The directors of the Company jointly and severally accept full responsibility for the accuracy of information
contained in this press release (other than information relating to the Offeror and its concert parties (the
“Offeror Concert Parties”)) and confirm, having made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this press release by the directors of the Company (other than those
expressed by the directors of the Offeror and the respective directors of the Consortium members in their
capacities as such) have been arrived at after due and careful consideration and there are no other facts
not contained in this press release, the omission of which would make any statement in this press release
misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the
information contained in this press release relating to EquityCo and confirm, having made all reasonable
enquiries, that to the best of their knowledge, opinions expressed in this press release by the directors of
the Offeror have been arrived at after due and careful consideration and there are no other facts not
contained in this press release, the omission of which would make any statement in this press release
misleading.

The relevant responsible persons of the Starwood Entities jointly and severally accept full responsibility
for the accuracy of the information contained in this press release relating to the Starwood Entities and
confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in
this press release by the relevant responsible persons of the Starwood Entities have been arrived at after
due and careful consideration and there are no other facts not contained in this press release, the omission
of which would make any statement in this press release misleading.

The relevant responsible persons of the SSW Entities jointly and severally accept full responsibility for the
accuracy of the information contained in this press release relating to the SSW Entities and confirm, having
made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this press release
by the relevant responsible persons of the SSW Entities have been arrived at after due and careful
consideration and there are no other facts not contained in this press release, the omission of which would
make any statement in this press release misleading.

The managers of the Sixth Street entity jointly and severally accept full responsibility for the accuracy of
the information contained in this press release relating to the Sixth Street entity and confirm, having made
all reasonable enquiries, that to the best of their knowledge, opinions expressed in this press release by
the board of managers of the Sixth Street entity have been arrived at after due and careful consideration
and there are no other facts not contained in this press release, the omission of which would make any
statement in this press release misleading.

The directors of the relevant Warburg Pincus entities jointly and severally accept full responsibility for the
accuracy of the information contained in this press release relating to Warburg Pincus and confirm, having
made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this press release
by the directors of the relevant Warburg Pincus entities have been arrived at after due and careful
consideration and there are no other facts not contained in this press release, the omission of which would
make any statement in this press release misleading.

Mr. Jinchu Shen accepts full responsibility for the accuracy of the information contained in this press
release relating to himself and confirm, having made all reasonable enquiries, that to the best of his
knowledge, opinions expressed in this press release by Mr. Jinchu Shen (other than those expressed by Mr.
Jinchu Shen in his capacity as a director of the Company) have been arrived at after due and careful
consideration and there are no other facts not contained in this press release, the omission of which would
make any statement in this press release misleading.

Each of Mr. Stuart Gibson and Mr. Charles Alexander Portes jointly and severally accept full responsibility
for the accuracy of the information contained in this press release relating to themselves and confirm,
having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this press
release by each of Mr. Stuart Gibson and Mr. Charles Alexander Portes (other than those expressed by Mr.
Stuart Gibson and Mr. Charles Alexander Portes in their capacity as directors of the Company) have been
arrived at after due and careful consideration and there are no other facts not contained in this press
release, the omission of which would make any statement in this press release misleading.

The directors of the relevant QIA entity jointly and severally accept full responsibility for the accuracy of
the information contained in this press release relating to QIA and confirm, having made all reasonable
enquiries, that to the best of their knowledge, opinions expressed in this press release by the directors of
the relevant QIA entity have been arrived at after due and careful consideration and there are no other
facts not contained in this press release, the omission of which would make any statement in this press
release misleading.