FORM
(Electronic Format)
3
SECURITIES AND FUTURES ACT (CAP. 289) SECURITIES AND FUTURES (DISCLOSURE OF INTERESTS)
REGULATIONS 2012
NOTIFICATION FORM FOR SUBSTANTIAL SHAREHOLDER(S)/UNITHOLDER(S) IN RESPECT OF INTERESTS IN
Explanatory Notes
Please read the explanatory notes carefully before completing the notification form.
This form is for a Substantial Shareholder(s)/Unitholder(s) to give notice under section 135, 136, 137, 137J (as applicable to sections 135, 136 and 137) or 137U (as applicable to sections 135, 136 and 137) of the Securities and Futures Act (the "SFA").
This electronic Form 3 and a separate Form C, containing the particulars and contact details of the Subs ta n tia l Sha re holde r( s )/Un i tholde r( s ), m u s t be c om ple te d by th e Subs ta n tia l Shareholder(s)/Unitholder(s) or a person duly authorised by the Substantial Shareholder(s)/Unitholder(s) to do so. The person so authorised should maintain records of information furnished to him by the Substantial Shareholder(s)/Unitholder(s).
This form and Form C, are to be completed electronically and sent to the Listed Issuer via an electronic medium such as an e-mail attachment. The Listed Issuer will attach both forms to the prescribed SGXNet announcement template for dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").
Where a transaction results in similar notifiable obligations on the part of more than one Substantial Shareholder/Unitholder, all of these Substantial Shareholders/Unitholders may give notice using the same notification form.
A single form may be used by a Substantial Shareholder/Unitholder for more than one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of becoming aware of the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.
All applicable parts of the notification form must be completed. If there is insufficient space for your answers, please include attachment(s) by clicking the paper clip icon on the bottom left-hand corner or in item 11 of Part II or item 10 of Part III. The total file size for all attachment(s) should not exceed 1MB.
Except for item 5 of Part II and item 1 of Part IV, please select only one option from the relevant check boxes.
Please note that submission of any false or misleading information is an offence under Part VII of the SFA.
In this form, the term "Listed Issuer" refers to -
a company incorporated in Singapore any or all of the shares in which are listed for quotation on the official list of a securities exchange;
a corporation (not being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of a securities exchange,such listing being a primary listing;
a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or all of the units in which are listed for quotation on the official list of a securities exchange;
a recognised business trust any or all of the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing; or
a collective investment scheme that is a trust, that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing ("Real Estate Investment Trust").
For further instructions and guidance on how to complete this notification form, please refer to section 7 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas .gov.sg (under "Regulations and Financial Stability", "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of Interests").
Part I - General
Name of Listed Issuer:
ESR-REIT
Type of Listed Issuer:
Company/Corporation Registered/Recognised Business Trust
Real Estate Investment TrustName of Trustee-Manager/Responsible Person:
ESR-REIT Management (S) Limited
Is more than one Substantial Shareholder/Unitholder giving notice in this form?
No (Pleas e proceed to complete Part II)
Yes (Pleas e proceed to complete Parts III & IV)
Date of notification to Listed Issuer:
10-Apr-2026
Part III - Substantial Shareholder(s )/Unitholder(s) Details
[To be used for multiple Substantial Shareholders /Unitholders to give notice]
Substantial Shareholder/Unitholder A
Name of Substantial Shareholder/Unitholder:
Starwood Electron Co-Invest LP
Is Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities of the Listed Issuer are held solely through fund manager(s)?
Yes No
Notification in respect of:
Becoming a Substantial Shareholder/Unitholder
Change in the percentage level of interest while still remaining a Substantial Shareholder/Unitholder
Ceasing to be a Substantial Shareholder/UnitholderDate of acquisition of or change in interest:
08-Apr-2026
Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest (if different from item 4 above, please specify the date):
09-Apr-2026
Explanation (if the date of becoming aware is different from the date of acquisition of, or the change in, interest):
units
units
Qua ntum of tota l voting s ha res /units (including voting s hare s /units unde rlying rights /options/warrants /convertible debentures {conversion price known}) held by Substantial Shareholder/Unitholder before and after the transaction:
Immediately before the transaction
Direct Interest
Deemed Interest
Total
No. of voting shares/units held and/or underlying the rights/options/warrants/convertible debentures:
0
173,208,392
173,208,392
As a percentage of total no. of voting shares/
:0
21.478
21.478
Immediately after the transaction
Direct Interest
Deemed Interest
Total
No. of voting shares/units held and/or underlying the rights/options/warrants/ convertible debentures :
0
0
0
As a percentage of total no. of voting shares/
:0
0
0
Circumstances giving rise to deemed interests (if the interest is such):
[You may attach a chart in item 10 to illus trate how the Substantial Shareholder/Unitholder's deemed interest aris es]
ESR Group Limited has a deemed interest in 173,208,392 units of the Listed Issuer. Before the transaction, the
Substantial Unitholders giving notice in this form, controlled 20% of the voting shares in ESR Group Limited, and therefore had a deemed interest in the 173,208,392 units of the Listed Issuer that ESR Group Limited has a deemed interest in.
On 8 April 2026, MEGA EquityCo, the indirect parent entity of ESR Group Limited, issued new shares to other entities, and the Substantial Unitholders giving notice in this form no longer control 20% of MEGA EquityCo and no longer control 20% of the voting shares in ESR Group Limited.
Accordingly, each of SECL, SSIL, SEC GP, SAHC 1, S12, SIMS, SXM, SXM GP, SCGG II, SCGG GP II, SCGH, BSS
(each defined below) and Barry Stuart Sternlicht, is no longer deemed to have an interest in the 173,208,392 units of the Listed Issuer that ESR Group Limited has a deemed interest in.
Relationship between the Substantial Shareholders/Unitholders giving notice in this form:
[You may attach a chart in item 10 to show the relationship between the Substantial Shareholders /Unitholders ]
MEGA BidCo holds more than 20% of the voting shares in ESR Group Limited. MEGA BidCo is 100% owned by MEGA FinCo, which is in turn 100% owned by MEGA Intermediate HoldCo, which is in turn 100% owned by MEGA EquityCo.
Starwood Electron Co-Invest LP ("SECL") and SOF-12 Sequoia Investco Ltd ("SSIL") hold a minority interest in MEGA EquityCo.
SECL and SSIL are each indirectly controlled by certain vehicles managed by Starwood Capital Group Management, L.L.C., a Delaware limited liability company.
Starwood Electron Co-Invest GP, LLC, a Delaware limited liability company ("SEC GP") is the general partner of SECL.
SSIL is directly controlled by S Asia Hold Co 1 Private Limited, a Singapore private limited company ("SAHC1").
SAHC1 is directly controlled by SOF-12 International SCSP, a Luxembourg special limited partnership ("S12"). SOF-12 International Management S.à.r.l., a Luxembourg limited liability company ("SIMS") is the general partner of S12.
SIMS is directly controlled by Starwood XII Management L.P., a Delaware limited partnership ("SXM"). Starwood XII Management GP, L.L.C., a Delaware limited company ("SXM GP") is the general partner of SXM. SXM and SEC GP are directly controlled by Starwood Capital Group Global II, L.P. a Delaware limited partnership ("SCGG II").
SCGG II GP, L.L.C., a Delaware limited liability company ("SCGG GP II") is the general partner of SCGG II. SCGG GP II is directly controlled by Starwood Capital Group Holdings GP L.L.C., a Delaware limited liability company ("SCGH").
SCGH is directly controlled by BSS SCG GP Holdings L.L.C., a Delaware limited liability company ("BSS"). Barry Stuart Sternlicht controls a majority interest in BSS.
Attachments (if any):
(The total file s ize for all attachment(s ) should not exceed 1MB.)If this is a replacement of an earlier notification, please provide:
SGXNet announcement reference of the firs t notification which was announced on SGXNet (the "Initial Announcement"):
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