Non-Cumulative Deferral

If Non-Cumulative Deferral is set out on the face of the Perpetual Security and the relevant Pricing Supplement, any distribution deferred pursuant to Condition 3(IV) of the Perpetual Securities is non-cumulative and will not accrue interest. The ESR-REIT Issuer is not under any obligation to pay that or any other distributions that have not been paid in whole or in part. The ESR-REIT Issuer may, at its sole discretion (and is not obliged to), and at any time, elect to pay an amount up to the amount of distribution which is unpaid (an “Optional Distribution”) in whole or in part by complying with the notice requirements in Condition 3(IV)(e) of the Perpetual Securities. There is no limit on the number of times or the extent of the amount with respect to which the ESR-REIT Issuer can elect not to pay distributions pursuant to Condition 3(IV) of the Perpetual Securities.

Dividend Stopper

If Dividend Stopper is set out hereon and on any Distribution Payment Date, payments of all distribution scheduled to be made on such date are not made in full by reason of this Condition 3(IV), the Issuer shall not and shall procure that none of the subsidiaries of ESR REIT shall:

(i) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on, any of the Issuer’s Junior Obligations or in relation to Subordinated Perpetual Securities only, (except on a pro-rata basis) any of the Issuer’s Parity Obligations; or (ii) redeem, reduce, cancel, buy-back or acquire for any consideration and will procure that no redemption, reduction, cancellation, buy-back or acquisition for any consideration is made in respect of any of the Issuer’s Junior Obligations or in relation to Subordinated Perpetual Securities only, (except on a pro-rata basis) any of the Issuer’s Parity Obligations,

in each case, other than (1) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, consultants or directors of the Group (as defined in the Trust Deed) or (2) as a result of the exchange or conversion of Parity Obligations of the Issuer for Junior Obligations of the Issuer unless and until (A) (if Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) the Issuer has satisfied in full all outstanding Arrears of Distribution, (B) (if Non-Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) a redemption of all the outstanding Perpetual Securities has occurred, the next scheduled distribution has been paid in full or an Optional Distribution equal to the amount of a distribution payable with respect to the most recent Distribution Payment Date that was unpaid in full or in part, has been paid in full or (C) the Issuer is permitted to do so by an Extraordinary Resolution (as defined in the Trust Deed) of the Perpetual Securityholders and/or as otherwise specified in the applicable Pricing Supplement.