Chairman Statement

Chairman Statement

The appreciation of several currencies, notably Euro (€), against Singapore dollar had a material adverse impact on the Group's accounting profit… the aforesaid strengthening of the foreign currencies produced a translation gain on the net assets of the foreign subsidiaries, associates and joint ventures of the Group recorded in reserves, which has substantially offset the accounting loss attributable to the foreign exchange hedging strategy, leaving shareholders' funds largely intact… the European property holding portfolio generated a net operating income of €53.3 million in FY2025… With a few of the Group's European projects slated to be operational during the course of 2026 and beyond, we can look forward to an even stronger recurring income base in time to come… the Group is in a sound financial position to navigate through the economic challenges arising from the difficult market conditions, especially in the PRC, and to also capitalise on any favourable business opportunities that may arise.

Dear Shareholders,

The operating landscape in 2025 was shaped by significant market volatility and macroeconomic headwinds, including persistent global trade uncertainty and a prolonged downturn in the People's Republic of China ("PRC") property sector. The appreciation of several currencies, notably Euro (€), against Singapore dollar had a material adverse impact on the Group's accounting profit. These conditions weighed on the Group's financial performance, resulting in the first annual net loss of S$78.8 million recorded by the Group since its IPO in July 2014. Notwithstanding this, the aforesaid strengthening of the foreign currencies produced a translation gain on the net assets of the foreign subsidiaries, associates and joint ventures of the Group recorded in reserves, which has substantially offset the accounting loss attributable to the foreign exchange hedging strategy, leaving shareholders' funds largely intact.

Despite the abovementioned challenges, the Group's remaining operating business segments continued to deliver profitable results. In particular, the European property holding portfolio generated a net operating income of €53.3 million in FY2025 which is expected to be more than sufficient to cover the Group's interest expense obligations. With a few of the Group's European projects slated to be operational during the course of 2026 and beyond, we can look forward to an even stronger recurring income base in time to come. This underscores the resilience of the Group's diversified business and geographical footprint.

The Board remains confident in the Group's long-term fundamental prospects, and has recommended a final tax-exempt (one-tier) cash dividend of 3.69 Singapore cents per share for FY2025. If approved, the total dividend declared for FY2025 will be 4.79 Singapore cents per share, representing a 3% growth from FY2024. The Board remains committed to work towards a stable dividend payout with a steady growth as appropriate, subject to the successful implementation of the Group's business strategy and prevailing market conditions.

Group Performance

Arising from the challenging 2025, the Group recorded an annual net loss of S$78.8 million in FY2025. The net loss was due mainly to the (i) net unrealised mark-to-market loss of S$56.1 million from the existing financial derivatives as at 31 December 2025 and net loss of S$20.0 million in respect of the financial derivatives that matured during FY2025; and (ii) net non-cash impairment charges and fair value adjustments amounting to S$23.0 million in relation to the Group's development projects in the PRC and investment properties respectively. If the aforesaid two negative factors are excluded, the Group would have an adjusted net profit of S$20.3 million for FY2025.

As at 31 December 2025, the total shareholders' equity of the Group (inclusive of perpetual convertible capital securities and excluding non-controlling interests), consolidated gross borrowings and consolidated net gearing ratio amounted to approximately S$2,190.2 million, S$1,449.7 million and 0.56 respectively.

The Group continues to adopt a foreign exchange risk management strategy that takes into account the uncertain business and economic outlook of the various regions that the Group operates in. To-date, the Group has substantially hedged its foreign currency exposure to €, Chinese Yuan ("CNH") and Australian dollar ("A$"), in connection with its overseas assets through a combination of (i) foreign currency debts, and (ii) financial derivatives that create corresponding foreign currency liabilities. Arising from the various geopolitical and economic uncertainties which could have a significant impact on foreign currencies, the Board will continue to closely monitor the Group's foreign exchange risk management strategy and adjust it from time to time as appropriate.

Property Development

In the PRC, sales of the Group's property development projects remained subdued in FY2025 arising from the continued weak market sentiments. However, as the construction of the Group's ongoing PRC development projects are largely completed, they no longer pose any material cashflow pressure to the Group, thereby allowing the Group to maintain a long-term view on project sales.

In the Netherlands, the Group has an active pipeline of property development projects. The redevelopment of the Prins Hendrikkade Amsterdam property with four adjacent monumental buildings is expected to be completed in 3Q2026. The construction of the Drive Tower (office) and Live Tower (residential) (formerly collectively known as Dreeftoren Amsterdam) is expected to be completed in 2Q2026 and 4Q2026 respectively. As for the freehold Meerparc Amsterdam redevelopment, the Group signed an anterior agreement with the municipality in June 2025 covering the programme, financial parameters and technical framework. Subject to the successful completion of planning procedures, design optimisation and the receipt of the building permit, construction is expected to commence in 2H2027.

In Australia, the construction of the Sydney House mixed development is progressing well, with completion expected in 3Q2027. The main contractor works are approximately 67% completed as at 17 February 2026 based on working days for the contract works. Sydney House Residences, the residential component of the project, launched its first pre-sale in late September 2025, achieving satisfactory results. Leasing negotiations with potential tenants for the various components of Sydney House Galleria have also commenced. Discussions with these potential tenants have been promising.

Time Zone, Dongguan, PRC

The development of Phase 1 in the 17.3%-owned Time Zone has been completed, with 11 out of 13 residential blocks and 3 out of 4 SOHO blocks launched for sale. Phase 1 has achieved a sales rate of 87% and 77% with an average selling price of approximately RMB33,900 per square metre ("psm") and RMB18,200 psm for the residential and SOHO components respectively. Among these, 3 residential blocks and 1 SOHO block commenced handover of sold units in FY2025. The remaining 2 residential blocks and 1 SOHO block will be launched for sale at an appropriate time.

Construction of Phase 2 has been put on hold pending the completion of the rezoning of a substantial portion of the originally approved commercial gross floor area ("GFA"), encompassing three office towers (198,100 sqm) and four SOHO blocks (308,900 sqm, including a 40,000 sqm hotel), into residential GFA. The rezoning exercise is ongoing.

Fenggang, Dongguan, PRC

In 2025, the Group increased its equity interest to 92% in the Fenggang project through acquisitions of an additional 74% equity interest from the project's former and existing equity holders, reducing its estimated land cost from RMB13,200 psm to RMB10,350 psm on a blended basis.

It is expected that the project company will offer the 33,433 sqm predominantly residential development land for sale through a public land tender to be conducted by the Dongguan Land Bureau, which is anticipated to take place no earlier than 2H2026. This approach means that the project company will no longer be required to directly pay land conversion premium.

The project company may also participate in the tender. In the event the land is awarded to a third party, the project company will be compensated for the costs it has previously incurred in the project, including the cost for the resettlement of the original inhabitants.

Primus Bay, Guangzhou, PRC

The 95%-owned Primus Bay has launched six residential blocks comprising 539 units for sale and achieved a sales rate of 28% at an average selling price of approximately RMB21,900 psm. The entire development has been completed, and all six launched blocks have commenced handover of sold units.

In November 2025, the Group entered into a bulk sale agreement for 29 out of the 43 retail units in the project for a consideration of RMB33.5 million, translating to RMB20,100 psm. As a result, 82% of the retail portion of this development has been sold.

Central Mansion, Dongguan, PRC

The 36%-owned Central Mansion has launched four residential blocks comprising 308 units for sale and achieved a sales rate of 43% with an average selling price of approximately RMB34,400 psm.

Construction of the six residential blocks and two SOHO blocks in Phase 1 has been completed, and all four launched blocks have commenced handover of sold units. Phase 2 of the development comprising one residential block and one SOHO block has been put on hold.

Exquisite Bay, Dongguan, PRC

The 46.6%-owned Exquisite Bay has launched five residential blocks comprising 488 units for sale and achieved a sales rate of 29% at an average selling price of approximately RMB22,600 psm.

The entire development has been completed with the project bank loan fully repaid in December 2025. All five launched blocks have commenced handover of sold units.

Egret Bay, Dongguan, PRC

Egret Bay has launched all seven of its residential blocks comprising 383 units for sale.

The entire development has been completed with the project bank loan fully repaid in October 2025. All seven launched blocks have commenced handover of sold units, following the first handover in April 2025.

In January 2026, the Group and its Dongguan CEO signed the purchase of an additional 9% and 1% equity interest, respectively, in the Dongguan Egret Bay project from two minority partners at a discount to the equity book value of the project company ("Equity Acquisition"). As a condition to the Equity Acquisition, the two minority partners agreed to use the entire sale proceeds to purchase completed residential units and carpark lots in the project. In addition, Poly, the 60% majority partner, together with the Group and its Dongguan CEO, who will thereafter own 36% and 4% equity interests in the project respectively, entered into an agreement to proportionately purchase all remaining inventory in the project ("Shareholders Inventory Purchase"). This would provide the Group with greater flexibility and control in managing the pricing and sales strategy for its share of the remaining inventory.

The Group would be left with 41 residential units and associated carpark lots upon completion of the aforesaid transactions, of which 3 of the Group's allocated units have been sold to-date.

The project achieved a sales rate of 62% with an average selling price of approximately RMB38,500 psm prior to the Shareholders Inventory Purchase, and thereafter deemed 100% sold at the project company level.

The Brilliance, Dongguan, PRC

The wholly-owned The Brilliance has launched three residential blocks comprising 323 units for sale and achieved a sales rate of 24% with an average selling price of approximately RMB21,100 psm.

The entire development has been completed and all three launched blocks have commenced handover of sold units, following the first handover in March 2025.

Kingsman Residence, Dongguan, PRC

The 50%-owned Kingsman Residence has launched five residential blocks comprising 544 units for sale and achieved a sales rate of 17% with an average selling price of approximately RMB19,200 psm.

The entire development has been completed and all five launched blocks have commenced handover of sold units, following the first handover in March 2025.

Millennium Waterfront, Chengdu, PRC

The wholly-owned Millennium Waterfront Plot E1 launched 289 SOHO units for sale, out of a total of 2,228 SOHO units in two blocks. 133 units were sold at an average selling price of RMB7,200 psm.

Another 236 units (17,304 sqm) have been leased to third parties for hospitality, office and short-term accommodation purposes. The Group has also fitted out 225 unsold SOHO units (15,106 sqm) and started to lease these units out on a short-stay basis from 1 January 2026.

16-19 Prins Hendrikkade, Amsterdam, the Netherlands

Upon its expected completion in 3Q2026, the property will have approximately 2,410 sqm lettable floor area of office space and five free-sector rental residential units. Marketing for the leasing of the office space and residential units has commenced in January 2026.

Drive Tower and Live Tower, Amsterdam Southeast, the Netherlands

Completion of the Drive Tower and the new adjacent 130-metre Live Tower is expected to be in 2Q2026 and 4Q2026 respectively. Live Tower is expected to comprise 312 residential units with a residential mix of 20% social, 40% mid-rent and 40% free-sector by unit count.

To mitigate the anticipated delay in the power grid connection affecting occupation of Drive Tower in July 2026, a battery energy storage solution will be implemented to provide interim power supply through off-peak charging and daytime utilisation, pending permanent grid connection. Marketing for the leasing of Drive Tower has commenced, while Live Tower is expected to start in 3Q2026.

Meerparc, Amsterdam, the Netherlands

In June 2025, the Group signed an anterior agreement with the municipality covering the wholly-owned freehold redevelopment project's programme, financial parameters and technical framework. The concept design has been approved by the municipality. The Group is working on the design development works, with the commencement of urban planning procedures in January 2026. The Group is currently considering the option of fully demolishing the existing building in view of design optimisation and minimising construction risk. Subject to the successful completion of planning procedures and the receipt of the building permit, construction is expected to commence in 2H2027.

Sydney House, Sydney, Australia

Construction of the 39.9%-owned Sydney House mixed development is ongoing since its commencement in March 2023. The development is expected to be completed in 3Q2027. The works as at 17 February 2026 are approximately 67% completed based on working days for the contract works.

The Group also launched the pre-sale of the Sydney House Residences in late September 2025 with satisfactory results. Leasing negotiations with potential tenants for the various components of Sydney House Galleria have also commenced. Discussions with these potential tenants have been promising.

Property Holding

The property holding segment, especially the European property portfolio, continued to be a key contributor to the Group's performance in FY2025. The European property portfolio recorded a net operating income of €53.3 million in FY2025, driven by stronger performance from both the office and hotel portfolio, partially offset by weaker trading at Le Méridien Frankfurt ("LMF") as a result of business disruption from the major refurbishment of the 80-room Palais Wing, which started since late 2024 and was completed in mid-October 2025. Excluding LMF, total net operating income would have been 6.4% higher at €54.3 million for FY2025 (FY2024: €51.1 million).

The Group is looking forward to its strong pipeline of projects which, when completed, will further enhance the Group's recurring income. Looking ahead, other than the Puccini Hotel Milan, Tapestry Collection by Hilton ("Tapestry Hilton Milan") which has become operational on 30 January 2026, Prins Hendrikkade Amsterdam, Live Tower and Drive Tower Amsterdam are expected to become operational during the course of FY2026, followed by the Sydney House Hotel/Galleria in FY2027 and the Meerparc Amsterdam redevelopment in FY2030.

On 24 February 2026, the Group acquired an additional 17% equity interest in the Allianz Tower Rotterdam, valuing the fully paid-off perpetual leasehold property at €63.8 million. This acquisition, which increased the Group's equity stake in the property to 50%, was made from two of the three co-investors in the September 2023 acquisition of this prime office property in the Rotterdam CBD for €62 million, which was then a 99-year leasehold property.

The Group has also further increased its equity interest in NSI N.V. ("NSI"), a Dutch commercial property company listed on Euronext Amsterdam, via open market purchases during the year. As at 31 December 2025, the Group holds an approximately 29.98% voting interest in NSI, and remains its single largest shareholder.

The Netherlands

The 95%-owned Dutch Bilderberg hotel portfolio recorded earnings before interest, tax, depreciation and amortisation ("EBITDA") of €11.1 million in FY2025. This represents a respectable 19.1% increase over the EBITDA of €9.3 million achieved in FY2024, with improved occupancy of 69.4% (FY2024: 67.3%) and a stable average daily rate ("ADR") of €121 (FY2024: €121).

The 33%-owned Hilton Rotterdam saw improved occupancy of 74.5% in FY2025 (FY2024: 70.9%), but this came at the expense of a lower ADR of €160 (FY2024: €167). As a result, the hotel recorded a slight dip in EBITDA of €3.7 million for FY2025 (FY2024: €3.9 million).

The two wholly-owned Poortgebouw Utrecht hotels continued their strong performance in FY2025 and were able to further increase their average occupancy to 89.1% (FY2024: 88.4%). Combined with a higher ADR of €148 (FY2024: €140), this led to a record EBITDA of €7.3 million in FY2025 (FY2024: €6.5 million) for the two hotels.

Germany

The 94.9%-owned Bilderberg Bellevue Hotel Dresden recognised a record EBITDA of €4.4 million for FY2025 (FY2024: €3.9 million), driven by higher average occupancy of 74.4% (FY2024: 66.2%), although ADR had dipped slightly to €122 (FY2024: €127).

The 50%-owned Le Méridien Frankfurt recorded a loss before interest, tax, depreciation and amortisation of €1.1 million in FY2025 arising from business disruption from the major refurbishment of the 80-room Palais Wing, which started since late 2024 and was reopened in October 2025. Notwithstanding the lower occupancy of 37.7% for FY2025 (FY2024: 58.6%), LMF achieved a higher ADR of €174 in FY2025 (FY2024: €155), reflecting the effectiveness of the upgrading works in enhancing pricing strength and positioning the asset for improved performance going forward.

The PRC

The challenging PRC market conditions weighed heavily on the hospitality front as well, where both the Crowne Plaza and Holiday Inn Express hotels in Chengdu (the "Chengdu Wenjiang" hotels) continued to experience lower demand across all segments, leading to lower occupancy rate and ADR in FY2025. Accordingly, the year-on-year EBITDA declined by 3.1% to RMB14.2 million (FY2024: RMB14.7 million).

The retail podium, located on the lower floors of the two SOHO blocks at the Millennium Waterfront Plot E1, has been retained for long term recurring income. Approximately 68% of the retail podium has been leased. Active engagement is currently underway with prospective tenants for the remaining spaces.

Property Financing

In 3Q2025, the Group successfully recovered the defaulted PRC loan of RMB375.8 million which the Group commenced legal action on 18 December 2024. The full recovery of the outstanding principal together with its associated default and penalty interest represented an internal rate of return of 14.1% per annum since the initial disbursement of the original RMB579.5 million loan. This is the fourth defaulted loan that the Group has experienced since it embarked on property financing business in 2012. The Group is pleased to have maintained its track record of no bad debt losses in this business.

Considering the prolonged headwinds facing the PRC property market, the Group will adopt a cautious approach in not actively pursuing new PRC real estate financing opportunities. The Group's PRC loan book stood at RMB12.0 million as at 31 December 2025.

On the other hand, the Group has steadily increased its loan book in Europe to fund those projects owned by the Group's associates and joint ventures, as the various developments or refurbishment works progress. As such, interest income from the European property financing segment is expected to improve in the next few years.

Corporate Social Responsibility

In the face of the various challenges faced by the Group, the importance of shared responsibility and collective care on the social aspect has become ever more evident, reinforcing the role that responsible, long-term business practices play in advancing these objectives. Guided by this value, the Group remains deeply committed to giving back through its Corporate Social Responsibility ("CSR") initiatives. For FY2025, CSR activities were undertaken by Hilton Rotterdam, the Poortgebouw Utrecht hotels, the Bilderberg Bellevue Hotel Dresden, the Dutch Bilderberg hotel portfolio and the Chengdu Wenjiang hotels.

With regard to social activities, among others, the Hilton Rotterdam team participated in (i) hosting of a hotel tour and workshop for Stichting B for You, a youth mentoring foundation in Rotterdam, giving the children and their mentors an engaging introduction to hospitality; (ii) donating proceeds of €2,500 collected from its Lost and Found charity sale to provide breakfast for children in the neighbourhood schools; (iii) volunteering at Voedselbank, a charity in the Netherlands that provides free groceries to people with financial difficulties, by stocking the shelves or simply providing a listening ear to the locals; and (iv) working alongside Nico Adriaans Stichting, a foundation dedicated to helping vulnerable Rotterdam residents, in participating in the Room for Change program by offering its hotel rooms as interim accommodation to individuals temporarily without a home.

The Poortgebouw Utrecht hotels continued to make donations to the Ronald MacDonald Huis Utrecht, a local charity dedicated to supporting families with sick children in their time of need via proceeds from the sale of stuffed toys. The hotels also made donations to Voedselbank and Earth Water, a Dutch company that donates 100% of its net profits from the sale of its water, coffee, and tea products to fund sustainable water projects globally. In addition, the hotels team continued to advance sustainable practices through their participation in initiatives such as (i) the 'Hotels for Trees' program in which trees are planted when hotel guests opt out of their daily room cleaning and (ii) the 'Too-good-to-go' app which allows anyone using the app to purchase clean breakfast leftovers at a discount, reflecting their ongoing commitment to environmental stewardship and responsible operations.

In terms of the Group's environmentally sustainable practices, the Dutch Bilderberg hotel portfolio continued participating in the 'Good Roll' program, using 100% tree-friendly and sustainable toilet rolls for which the program would donate 50% of its net profit to building toilets in Africa. Additionally, the Dutch Bilderberg hotels continue to play an active role in supporting the local community by sponsoring meals for individuals and families in need, as well as engaging suppliers that employ people who face challenges in workforce participation. They also work closely with community organisations such as the Rotary Club Venray, supporting its annual charity auction by providing refreshments and snacks. Through such collaborations, the hotels contribute to fundraising efforts that benefit local causes.

In Germany, the Bilderberg Bellevue Hotel Dresden remained actively engaged in supporting local communities through a range of social initiatives. These included a Christmas Wish Tree programme, enabling employees and guests to fulfil children's wishes through gifts and donations, as well as support for winter night cafés providing warm meals and basic facilities to individuals experiencing homelessness. The hotel also demonstrated its commitment to diversity and social cohesion by participating in the annual 'Dresden isst bunt' community banquet, an established city-wide event promoting openness, inclusion, and cultural diversity. Further initiatives included a health-focused collaboration with the Association for Bone Marrow and Stem Cell Donations (VKS), facilitating access to self-testing kits to facilitate donor matching, and support for cultural education through participation in the annual Erich Kästner Rally, engaging schoolchildren in interactive learning experiences.

In the PRC, the Chengdu Wenjiang hotels held their annual 12 May charity sale activity in remembrance of the devastating earthquake that struck Wenchuan on 12 May 2008, raising RMB24,000. The Chengdu Wenjiang hotels team subsequently visited the Dujiangyan Special Education School which cares for children with intellectual and hearing disabilities and donated RMB2,000 to their scholarship program.

Back in Singapore, the Group made a S$10,000 donation in support of SG60 Heartstrings Walk held in September 2025. The Heartstrings Walk is a non-competitive walk offering fun and games, co-organised by Community Chest and Marina Bay Sands as part of Sands for Singapore Charity Festival 2025. All registration fees from the walk were directed in full towards more than 200 critical social service programmes across five causes, including empowering persons with mental health needs.

The Group remains committed to support initiatives that strengthen community ties, support environmental stewardship and meaningful connections between businesses and the wider community.

Future Prospects

Other than pursuing opportunistic acquisitions to grow, the Group will continue to strengthen its in-house hotel management capabilities by progressively increasing the number of hotels under direct management, such as Tapestry Hilton Milan and Le Méridien Frankfurt in 1Q2026, and the two Chengdu Wenjiang hotels and Sydney House Hotel in due course. This is complemented by plans for major renovation works across selected hotels to enhance operational performance and long-term value, such as the refurbishment of 81 out of 146 guest rooms of Hotel de Bilderberg. In addition, the Bilderberg Garden Hotel Amsterdam is working on getting the approval to add 17 new rooms (13.7% increase) from its current 124-room count. Should this application be successful, a major renovation exercise involving the existing 124 rooms and the addition of the 17 new rooms will commence in 4Q2026. Collectively, these initiatives reflect the Group's growing confidence and capability in directly operating, upgrading and managing its hotel portfolio.

The Company also completed a successful debt fundraising exercise in May 2025 via the issuance of 5-year medium term notes with principal amount of S$128 million, with the strong support from Tai Tak, our largest shareholder. Together with the substantial unutilised committed credit facilities available and the potential equity infusion from the exercise of outstanding warrants, the Group is in a sound financial position to navigate through the economic challenges arising from the difficult market conditions, especially in the PRC, and to also capitalise on any favourable business opportunities that may arise.

Appreciation

The Group has weathered through difficult property and economic cycles. Time after time, we have emerged stronger through discipline, resolve, unity and the steadfast support of our stakeholders. The progress we have achieved, and continue to build upon, stands as a testament to the resilience of our diversified businesses and the collective commitment that drives it. I would like to express my sincere appreciation to the management team and our employees for their unwavering commitment and tenacity in adapting to the changing market conditions, so as to safeguard the Group's interest in these uncertain times.

On behalf of the Board, I would like to thank my fellow Directors for their guidance, experience and sound judgement in steering the Group through a volatile and difficult period. I would also like to express our deep appreciation to our shareholders, customers, business partners, bankers and associates for their continued trust and confidence, which have been particularly valuable during this challenging year. With the same determination that has carried us through past adversities, we are confident in our ability to overcome the ongoing challenges and emerge well positioned to seize opportunities as situations evolve. In the coming year, we hope for a turnaround in the PRC property market and a more stable 2026 conducive for businesses to operate.

On behalf of the Board and management, I would like to express our heartfelt thanks to the Lead Independent Director, Mr Wee Guan Oei Desmond, who will be retiring at the forthcoming 2026 AGM after more than nine years of committed service. Over the course of his tenure, he has provided steady leadership and thoughtful guidance, and played a significant role in supporting the Group's expansion into The Netherlands, Germany and Australia following its IPO. We are deeply appreciative of his dedication and the many contributions he has made to the Group, and we wish him continued success in his future endeavours.

As Mr Wee concludes his tenure on the Board, we are also looking forward to welcoming Mr Lim Wee Hann as a new member of the Board on 16 March 2026. With his extensive legal experience in advisory on multi-jurisdictional cross border investments, private mergers and acquisitions and other corporate transactions, he brings valuable expertise that will strengthen and complement the Board's collective capabilities.


Ho Han Leong Calvin
Chairman
13 March 2026