Circular to Unitholders - Suntec REIT

CIRCULAR DATED 18 SEPTEMBER 2007
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes
no responsibility for the accuracy of any statements made, opinions
expressed, or reports contained, in this Circular. If you are in any doubt as
to the action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant or other professional adviser immediately.
Approval in-principle has been obtained from the SGX-ST for the listing
and quotation of the Conversion Units and the Consideration Units (as
respectively defined herein). The SGX-ST’s in-principle approval is not to
be taken as an indication of the merits of the Acquisition, the Issue of the
Convertible Bonds, the Conversion Units or the Consideration Units (as
respectively defined herein).
If you have sold or transferred all your units in Suntec Real Estate
Investment Trust (“Suntec REIT”) and the units (“Units”), you should
immediately forward this Circular, together with the Notice of Extraordinary
General Meeting and the accompanying Proxy Form in this Circular, to the
purchaser or transferee or to the bank, stockbroker or other agent through
whom the sale or transfer was effected for onward transmission to the
purchaser or transferee.
(Constituted in the Republic of Singapore
pursuant to a trust deed dated 1 November 2004 (as amended))
Managed by
SUNTEC REAL ESTATE INVESTMENT TRUST
(Member of Cheung Kong Group)
CIRCULAR TO UNITHOLDERS IN RELATION TO:
1 THE PROPOSED ACQUISITION OF A ONE-THIRD INTEREST
IN ONE RAFFLES QUAY;
2 THE PROPOSED ISSUE OF UP TO S$450,000,000
AGGREGATE PRINCIPAL AMOUNT OF S$ DENOMINATED
CONVERTIBLE BONDS;
3 THE PROPOSED ISSUE OF CONSIDERATION UNITS TO
CAVELL LIMITED;
4 THE PROPOSED GENERAL MANDATE FOR THE ISSUE OF
NEW UNITS AND/OR CONVERTIBLE SECURITIES; AND
5 THE PROPOSED SUPPLEMENT TO THE TRUST DEED IN
CONNECTION WITH THE VALUATION OF REAL ESTATE.
Financial Advisor to the Acquisition
Joint Financial Advisers, Underwriters and Bookrunners for
the Issue of Convertible Bonds
Independent Financial Adviser to the Independent Directors of
ARA Trust Management (Suntec) Limited
IMPORTANT DATES AND TIMES FOR UNITHOLDERS
Last date and time for lodgement of Proxy Forms
6 October 2007 at 2.30 pm
Date and time of Extraordinary General Meeting
8 October 2007 at 2.30 pm
Place of Extraordinary General Meeting
Level 3, Room 325 and 326,
Suntec Singapore International Convention & Exhibition Centre
1 Raffles Boulevard, Suntec City, Singapore 039593

Overview
This overview section is qualified in its entirety by, and should be read in conjunction with, the full
text of this Circular. Meanings of capitalized terms may be found in the Glossary of this Circular.
The Acquisition of a One-third Interest in
One Raffles Quay is a prime landmark commercial development located in Singapore’s
Central Business District (“CBD”) and enjoys excellent connectivity and accessibility. One
Raffles Quay Pte Ltd (“ORQPL”) is the developer and current owner of One Raffles Quay.
The issued share capital of ORQPL is held in equal proportions (i.e. one-third each) by
wholly-owned subsidiaries of Cheung Kong (Holdings) Limited, Hongkong Land International
Holdings Limited and Keppel Land Properties Pte Ltd 1 .
Suntec REIT is proposing to acquire a one-third
interest in One Raffles Quay indirectly through the
purchase of the entire issued share capital of
Comina Investment Limited, a wholly-owned indirect
subsidiary of Cheung Kong (Holdings) Limited.
As One Raffles Quay is a recently completed
development, a substantial number of major
tenancies were leased at rents which are
significantly below current market rental rates. As
such, the trustee of Suntec REIT (the “Trustee”)
has entered into a deed of income support (the
“Deed of Income Support”) with the Vendor that
would enable Suntec REIT to strengthen its
distributable income for the benefit of the
Unitholders. Under the Deed of Income Support,
the Vendor has undertaken to pay to the Trustee in quarterly instalments over 54 months,
up to an aggregate amount of S$103.48 million (inclusive of GST).
The agreed consideration payable to the Vendor in connection with the Acquisition (the
“Agreed Consideration”) is S$941.5 million. The current estimated costs of the
Acquisition is approximately S$954.6 million (the “Total Acquisition Cost”) 2 , which
includes an acquisition fee of S$9.4 million payable to ARA Trust Management (Suntec)
Limited (the “Manager”) in the form of Units. In addition to the Total Acquisition Cost, the
costs in relation to the Debt Financing and the Issue of Convertible Bonds are
approximately S$19.8 million.
The Manager proposes to satisfy the Total Acquisition Cost and the costs in relation to the
financing, (i) partly through the issue of Consideration Units to the Vendor, (ii) partly
through the issue of Units to the Manager in satisfaction of the acquisition fee and partly
with the proceeds of either (iii)(a) the drawdown of the Debt Financing or (b) the drawdown
of the Debt Financing and the Issue of Convertible Bonds, in such proportion as the
Manager in its discretion, deems appropriate.
For the avoidance of doubt, notwithstanding that the resolution relating to the Issue of
Convertible Bonds is passed, the Manager is not obliged to, and has at all times the
discretion whether or not to proceed with the Issue of Convertible Bonds in order to
proceed with the Acquisition.
1 On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition of one-third of the
issued share capital of ORQPL from Boulevard
2 The Total Acquisition Cost comprises the Share Purchase Price, the Purchaser Loan, the acquisition fee payable to the Suntec REIT Manager in
units, as well as the estimated professional and other fees and expenses in connection with the Acquisition

One Raffles Quay is a prime landmark commercial development located in Singapore’s CBD comprising a
50-storey office tower (the “North Tower”), a 29-storey office tower (the “South Tower”), an underground
link to the Raffles Place MRT station, a sheltered plaza serving as a drop-off point and a hub car park with
713 car park lots.
With its underground link to the Raffles Place MRT station, One Raffles Quay enjoys excellent connectivity
and accessibility along the North-South and East-West MRT lines. In addition, One Raffles Quay is also
well-positioned to capitalise on the future growth of the Marina Bay area, given its proximity to Marina Bay.
One Raffles Quay has a large and diversified tenant base comprising 26 office tenants and five retail tenants as
well as a Committed Occupancy of 100.0% for the North Tower and the South Tower (as at 30 June 2007). The
major office tenants include ABN AMRO Asia Pacific Pte Ltd, Barclays PLC, Credit Suisse (Singapore) Limited,
Deutsche Bank Aktiengesellschaft, Ernst & Young Services Pte Ltd and UBS AG.
The table below sets out a summary of
selected information on One Raffles Quay
as at 30 June 2007:
Gross Lettable Area (sq ft)
1,339,407
Net Lettable Area (sq ft)
1,335,576
Number of Tenants
31
Car Park Lots
713
Title
Leasehold estate of 99 years
commencing from 13 June 2001
Temporary Occupation Permits
24 April 2006 (South Tower) and
26 October 2006 (North Tower)
Valuation (S$ million) 1
941.5
Committed Occupancy (%)
100.0
1 Reflects one-third interest in One Raffles Quay

Dhoby Ghaut
PARK
MALL
Benefits to Unitholders
Yield Accretion
1Based on the Manager’s forecast and an
Agreed Consideration of S$941.5 million,
the forecast consolidated Net Property
Income yield for the ORQ Interest is
approximately 4.2% for the forecast year
ending 30 September 2008. This is higher
than the annualised Net Property Income
yield of approximately 3.6% for the Existing
Properties for the nine months ended 30
June 2007.
National
Museum
Fort Canning Park
River Valley Rd
Orchard Rd
Hill St
The Manager believes that the Acquisition
combined with the proposed issue of
Consideration Units, Convertible Bonds
and/or the drawdown of the Debt Financing
will enhance the earnings and distributions
enjoyed by Unitholders.
SMU
Bras Basah
Stamford Rd
Clarke Quay
Empress
Place
SINGAPORE
RIVER
South Bridge Rd North Bridge Rd
CHIJMES
City Hall
Beach Rd
Fullerton
Hotel
Bras Basah Rd
Raffles
The Plaza
Padang
One
Fullerton
Raffles
Place Collyer
Quay
Raffles Place
One Marina
Boulevard
Esplanade
Theatres
by the Bay
Merlion
Park
Bugis
Rochor Rd
Marina
Square
MARINA
BAY
SUNTEC
CITY
Esplanade
Millenia
Walk
Raffles Boulevard
Raffles Ave
Ritz
Carlton
Millenia
Floating
Stadium
Bridge Under
Construction
Marina Bay Sands
Nicoll Highway
Promenade
Nicoll Highway
Singapore
Flyer
Marina South
3.6%
Net Property Yield of Existing Properties 1
4.2%
Projected Net Property Yield of
One Raffles Quay 2
1 Based on annualised Net Property Income yield for Suntec REIT’s Existing
Properties for nine months ended 30 June 2007
2 Projected Net Property Income yield includes dividend income, interest
income and rental income support net of all taxes for forecast year ending
30 September 2008
KALLANG
BASIN
Tanjong Rhu
From
Changi Airport
East Coast Parkway Expressway
Marina Bay Golf Course
Marina
Barrage
2The Acquisition Fits
the Manager’s
Investment Strategy
The Acquisition fits the Manager's
investment strategy for Suntec REIT
in expanding its portfolio of quality
income-producing assets within the
identified growth corridors.
Given One Raffles Quay’s prime
location, large and diversified tenant
base, excellent connectivity and 100.0%
Committed Occupancy as at 30 June
2007, the Manager believes that One
Raffles Quay will be a valuable addition
to Suntec REIT’s existing portfolio of
properties and will provide Suntec
REIT with an opportunity to generate
sustainable growth for Unitholders.
Tanjong Pagar
Robinson Rd
Shenton Way
The
Sail
Landmark
One
Shenton
Way
Marina Boulevard
Marina
Business &
Financial
Centre
Central Boulevard
Marina Bay
Bayfront
Suntec
REIT Assets
Growth
Corridors
MRT Stations
North-South Line
North-East Line East-West Line Circle Line
(Under construction)
Downtown Line
(Under construction)

3One Raffles Quay enjoys several key competitive strengths, including (i) its strategic location in the heart of
the CBD and close to the new Marina Business and Financial Centre (“MBFC”); (ii) its excellent connectivity
and accessibility with its direct link to one of Singapore’s four major MRT interchange stations, Raffles Place
MRT; (iii) a strong tenant base including global financial institutions; and (iv) its large floor plates allowing for
maximum efficiency and flexibility, and state-of-the-art building services and management systems.
Prime and Iconic Office Development
4Foothold in the
Development of
the Marina Bay Area
Centrally located on prime waterfront
space in Singapore's new financial district,
One Raffles Quay is well-positioned to
capitalise on the future growth of the
area and the development of Marina Bay.
The proposed Integrated Resort, MBFC
and other commercial, residential and
recreational developments at Marina
Bay will contribute to making the area
a vibrant and sought-after location for
professionals to live, work and play in.
Greater Exposure to Prime Grade ‘A’ Office Market
5The Acquisition will increase Suntec
REIT’s office portfolio from its
current 1.4 million sq ft to 1.8 million
sq ft, providing increased exposure
to the strengthening Singapore office
market and increasing demand
for quality commercial buildings
in the CBD. Furthermore, as One
Raffles Quay is a recently completed
development, a substantial number
of major tenancies were leased at
rents which are significantly below
current market rental rates. As such,
the office space in One Raffles Quay
offers potential for rental growth
opportunities upon renewal or
replacement of these leases.
Pre-Acquisition (By NLA ’000) 1 Post-Acquisition (By NLA ’000) 2
1,383
1.4 million sq ft
of Office Space
1,827
1.8 million sq ft
of Office Space
1 Based on NLA for Suntec REIT’s Existing Properties as at 30 June 2007
2 Based on NLA for Suntec REIT’s Existing Properties as at 30 June 2007 and
one-third share of NLA of One Raffles Quay

Income
Diversification
6The Acquisition will improve Suntec
REIT’s income diversification and
reduce the reliance of its income
stream on any single property. The
Manager expects that the contribution
to Suntec REIT’s Net Property Income
by Suntec City Mall and Suntec City
Office Towers within Suntec REIT’s
property portfolio for the forecast
year ending 30 September 2008 will
decrease from approximately 87.4%,
prior to Completion, to approximately
69.6%, due to the enlargement of
Suntec REIT’s property portfolio
resulting from the Acquisition.
Pre-Acquisition (By NPI)
CHIJMES
4.5%
Park Mall
8.1%
Suntec City
87.4%
FY2008 1 NPI: S$155.3m
Post-Acquisition (By NPI)
CHIJMES
ORQ 3.6%
20.3%
Park Mall
6.5%
Suntec City
69.6%
FY2008 2 NPI: S$194.9m
1 Net Property Income forecast year ending 30 September 2008
2 Includes dividend income, interest income and rental income support
net of all taxes
Improved Quality and
Diversity of Tenant Base
7The Acquisition is expected to further enhance the tenancy
profile of Suntec REIT’s office tenant base with the addition
of major anchor office tenants such as as ABN AMRO Asia
Pacific Pte Ltd, Barclays PLC, Credit Suisse (Singapore)
Limited, Deutsche Bank Aktiengesellschaft, Ernst & Young
Services Pte Ltd, and other major financial institutions.
Rare Opportunity to
Own an Iconic Building
8One Raffles Quay is a landmark building
designed by the internationally renowned
architectural firm Kohn Pedersen Fox Associates
of New York. This is a rare opportunity for
Suntec REIT to partner with reputable property
companies Hongkong Land and K-REIT Asia, to
own a prestigious iconic prime grade ‘A’ office
development with long term growth potential.
33.3% 1 33.3%
33.3% 2
ORQPL
1 To be held through 100% owned subsidiary Comina Investment Limited
2 As per K-REIT Asia’s announcement dated 30 July 2007
Enlarged Portfolio The table below sets out selected information about the Enlarged Portfolio.
Existing Properties ORQ Interest Enlarged Portfolio
Net Lettable Area (sq ft)
Number of tenants
Parking Lots
Valuation (S$ million)
Committed Occupancy (%)
2,420,543
619
3,516 2
3,871
98.5
445,192 1
31
713
941.5 1, 3
100.0
2,865,735
650
4,229
4,812.5
98.7
Forecast Year (financial year ending 30 September 2008) (S$ million)
Net Property Income 4
155.3
39.6
194.9
1 Reflects one-third interest in One Raffles Quay.
2 This figure includes 3,073 parking lots at Suntec City Mall and Suntec City Office Towers, which are owned by MCST. The purchase price, valuation
and income statistics do not relate in any manner to these parking lots
3 This takes into account the Deed of Income Support where Vendor has undertaken to pay to the Trustee in quarterly instalments over 54 months,
an aggregate amount of S$103.48 million (inclusive of GST)
4 Includes dividend income, interest income and rental income support net of all taxes

Proposed Issue of Convertible Bonds
Summary of Proposed Terms as follows:
Size
Up to S$450,000,000
Issue price
100% of aggregate principal amount
Maturity
Up to 7 years from the date of the issue of
the Convertible Bonds
Conversion price
25% – 50% over closing unit price on the last
business day prior to the launch of the Offering
Coupon
2.0% – 4.0% per annum, payable semi-annually
Yield-to-Put/Maturity
2.0% – 4.0% per annum, calculated on a
semi-annual basis
Overall Yield Accretion
The Manager proposes to satisfy the Total Acquisition
Cost and the costs in relation to the financing (i) partly
through the issue of Consideration Units to the Vendor,
(ii) partly through the issue of Units to the Manager in
satisfaction of the acquisition fee and partly with the
proceeds of either (iii)(a) the drawdown of the Debt
Financing or (b) the drawdown of the Debt Financing and
the Issue of Convertible Bonds, in such proportion as
the Manager in its discretion, deems appropriate.
Based on market conditions, the Manager will determine
the capital structure and may decide to finance the Total
Acquisition Cost by issue of Consideration Units and the
draw down of the Debt Financing, if the Manager determines
this to be in the best interests of the Unitholders.
The Manager believes that the Acquisition combined with
the proposed issue of Consideration Units, Convertible
Bonds and/or the drawdown of the Debt Financing will be
overall yield accretive to Unitholders.
The following charts illustrate the overall yield accretion,
assuming the Acquisition is financed by the issue of
Consideration Units, the drawdown of the Debt Financing
and Issue of Convertible Bonds at the proposed terms in
the following scenarios.
It is intended that the Issue of Convertible Bonds will
comprise a placement of Convertible Bonds with an
aggregate principal amount of up to S$450.0 million to
institutional and accredited investors. The Convertible
Bonds will bear interest from the Issue Date payable
semi-annually in arrears and will be convertible into
Conversion Units, during the Conversion Period or, at the
option of Suntec REIT, redeemed for cash in accordance
with the terms and conditions of the Convertible Bonds.
The Conversion Price will be determined between the
Manager and the Joint Financial Advisers, Underwriters
and Bookrunners closer to the date of commencement of
the Issue of Convertible Bonds, having regard to market
conditions. As such, the actual number of Conversion
Units to be issued pursuant to full conversion of the
Convertible Bonds will depend on the aggregate principal
amount and the Conversion Price.
Conversion Scenario
Scenario A: Assuming Conversion Units and Consideration Units
issued at the beginning of Forecast Year 1
No Deferred Units 2
- DPU Forecast
8.32
Existing
Properties
+2.0%
8.49
Low End
Conv.
Premium
S$2.33 3
+4.1%
8.66
High End
Conv.
Premium
S$2.79 3
Enlarged Portfolio
7.45
Existing
Properties
Deferred Units
- DPU Forecast
+3.6%
7.72 7.86
Low End
Conv.
Premium
S$2.33 3
+5.5%
1 Forecast Year ending 30 September 2008
2 Include first instalment of Deferred Units
3 Conversion Price computed with conversion premium over
an illustrative price of S$1.86 per Unit
No Conversion Scenario
High End
Conv.
Premium
S$2.79 3
Enlarged Portfolio
Scenario B: Assuming Consideration Units have been issued
at the beginning of Forecast Year 1
No Deferred Units 2
- DPU Forecast
8.32
+0.8%
8.39
+7.9%
8.98
7.45
Deferred Units
- DPU Forecast
+1.2%
7.54
+8.3%
8.07
By approving the Issue of Convertible Bonds, the
Unitholders are deemed to have approved the terms
of the Convertible Bonds, together with the terms
which are incidental or ancillary to such terms, and
the issue of Conversion Units upon conversion of the
Convertible Bonds.
Existing
Properties
High End Low End
Coupon Coupon
Rate Rate
4.0% 2.0%
Enlarged Portfolio
Existing
Properties
1 Forecast Year ending 30 September 2008
2 Include first instalment of Deferred Units
High End Low End
Coupon Coupon
Rate Rate
4.0% 2.0%
Enlarged Portfolio

IMPORTANT NOTICE
The value of Units and the income derived from them may fall as well as rise. Units are not obligations
of, deposits in, or guaranteed by, ARA Trust Management (Suntec) Limited as manager of Suntec REIT
(the “Manager”) or any of its affiliates. An investment in Units is subject to investment risks, including
the possible loss of the principal amount invested.
Investors have no right to request the Manager to redeem their Units while the Units are listed. It is
intended that the holders of Units in Suntec REIT (the “Unitholders”) may only deal in their Units
through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market
for the Units.
The past performance of Suntec REIT is not necessarily indicative of the future performance of Suntec
REIT.
This Circular may contain forward-looking statements that involve risks and uncertainties. Actual future
performance, outcomes and results may differ materially from those expressed in forward-looking
statements as a result of a number of risks, uncertainties and assumptions. Representative examples
of these risks, uncertainties and assumptions include (without limitation) general industry and economic
conditions, interest rate trends, cost of capital and capital availability, competition from similar
developments, shifts in expected levels of property rental income, changes in operating expenses
(including employee wages, benefits and training costs), property expenses and governmental and
public policy changes. You are cautioned not to place undue reliance on these forward-looking
statements, which are based on the Manager’s current view of future events. All forecasts are based
on the principal terms of the Convertible Bonds as set out in Appendix B of this Circular and the
Manager’s assumptions as explained in Appendix C of this Circular. Such yields will vary accordingly
for investors who purchase Units in the secondary market at a market price higher or lower than the
issue price range specified in this Circular. The major assumptions are with respect to certain expected
levels of property rental income and property expenses over the relevant periods, which are considered
by the Manager to be appropriate and reasonable as at the date of the Circular. The forecast financial
performance of Suntec REIT is not guaranteed and there is no certainty that it can be achieved.
Investors should read the whole of this Circular for details of the forecasts and consider the
assumptions used and make their own assessment of the future performance of Suntec REIT.
The Securities Industry Council (“SIC”) has on 8 June 2007 decided to extend the ambit of the
Singapore Code on Take-overs and Mergers (the “Takeover Code”) to real estate investment trusts
(“REITs”).
The Monetary Authority of Singapore, on the advice of the SIC, will be making amendments to the
Securities and Futures Act, Chapter 289 of Singapore and the Takeover Code, where necessary, to give
effect to the extension of the Takeover Code to REITs.
Prior to these amendments, the SIC suggests that parties engaged in take-over or merger transactions
involving REITs comply with the Takeover Code. In particular, parties intending to (i) acquire 30% or
more of the total units of a REIT; or (ii) when holding not less than 30% but not more than 50% of the
total units of a REIT, acquire more than 1% of the total units of the REIT in any six-month period, should
make a general offer for the REIT. The SIC should be consulted in cases of doubt.
If you have sold or transferred all your Units, you should immediately forward this Circular, together with
the Notice of Extraordinary General Meeting and the accompanying Proxy Form, to the purchaser or
transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected
for onward transmission to the purchaser or transferee.
This Circular is not an offer or sale of securities in the United States. Unitholders are authorised to use
this Circular solely for the purpose of considering the approvals sought herein. Any person to whom a
i

copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise
distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the
same to occur. Neither this Circular nor any copy or portion hereof may be sent or transmitted into the
United States or to any U.S. Person (as defined under the United States Securities Act of 1933, as
amended (the “Securities Act”)). The Convertible Bonds to be issued by Suntec REIT have, in each
case, not been and will not be registered under the Securities Act and may not be offered or sold within
the United States or to, or for the account or benefit of U.S. Persons, except in certain transactions
exempt from the registration requirements of the Securities Act. The Convertible Bonds are being
offered and sold in offshore transactions within the meaning of Regulation S under the Securities Act.
Any failure to comply with these restrictions may constitute a violation of United States securities laws.
Pro Forma Impact of Deferred Units Issuance
Suntec City Development Pte Ltd (“SCDPL”), the vendor of Suntec City Mall and Suntec City Office
Towers (both as defined in the prospectus dated 29 November 2004 (the “Prospectus”) issued in
connection with the initial public offering of Units from 30 November 2004 to 3 December 2004 and
together, the “IPO Properties”) is entitled to be issued with 207,002,170 additional Units (the “Deferred
Units”) in part satisfaction of the deferred payment consideration for the purchase for the IPO
Properties. The Deferred Units will be issued at the offering price of S$1.00 per Unit under the initial
public offering of the Units and in six equal instalments, with the first instalment to be issued on the date
falling 42 months after 9 December 2004 (being the date of completion of the sale and purchase of the
IPO Properties) and the rest semi-annually thereafter. Any change in rental rates, occupancy rates and
Distributable Income (as defined herein) can affect the impact of any dilution in the yields of Suntec
REIT arising from the issuance of the Deferred Units in the future. The table below illustrates the pro
forma impact on Suntec REIT’s forecast distributions for the financial year ending 30 September 2008
(the “Forecast Year”) under the scenario where the Deferred Units are entirely issued on the Listing
Date, the Conversion Units have not been exercised and the Consideration Units have been issued,
and in relation to:
(i)
(ii)
Suntec REIT’s existing portfolio of properties (comprising Suntec City Mall, Suntec City Office
Towers, Park Mall and Chijmes) (the “Existing Properties”); and
the Existing Properties and a one-third interest in One Raffles Quay (the “ORQ Interest”, and
together with the Existing Properties, the “Enlarged Portfolio”).
Forecast Year
(financial year ending 30 September 2008)
Existing Properties Enlarged Portfolio
Distribution Yield (%) (1) 4.5 4.7
Distribution Yield assuming that all Deferred Units
are issued on the Listing Date (%)
4.0 4.2
(1)
Includes first instalment of Deferred Units representing 34.5 million units.
The above distribution yield is calculated based on (i) an illustrative price of S$1.86 per Unit, being the
last closing price on the Latest Practicable Date (as defined herein), (ii) Suntec REIT’s existing portfolio
of properties, and (iii) on the Manager’s assumptions as explained in Appendix C of this Circular. Such
yields will vary accordingly for investors who purchase Units in the secondary market at a market price
different from such illustrative price.
ii

TABLE OF CONTENTS
Page
CORPORATE INFORMATION ...............................................
iv
SUMMARY ............................................................. 1
INDICATIVE TIMETABLE .................................................. 9
LETTER TO UNITHOLDERS. ............................................... 10
1. Summary of Approvals Sought. .......................................... 10
2. The Acquisition and its Rationale ......................................... 13
3. Details Concerning the Acquisition and Joint Ownership of One Raffles Quay ........ 20
4. Financial Information Relating to the Acquisition .............................. 25
5. Method of Financing .................................................. 32
6. Profit Forecast ....................................................... 33
7. Details of the Issue of Convertible Bonds ................................... 35
8. The Proposed Issue of Consideration Units to the Vendor ...................... 37
9. The General Mandate ................................................. 38
10. The Valuation of Real Estate Supplement. .................................. 39
11. Recommendations .................................................... 39
12. Extraordinary General Meeting. .......................................... 40
13. Prohibition from Voting. ................................................ 40
14. Action to be Taken by Unitholders ........................................ 41
15. Directors’ Responsibility Statement. ....................................... 41
16. Joint Financial Advisers, Underwriters And Bookrunners’ Responsibility Statement .... 41
17. Consents. .......................................................... 42
18. Documents on Display ................................................. 42
GLOSSARY ............................................................ 43
APPENDICES
Appendix A One Raffles Quay and the Existing Properties .......................... A-1
Appendix B Principal Terms of the Convertible Bonds. ............................. B-1
Appendix C Profit Forecast ................................................. C-1
Appendix D Independent Accountants’ Report on the Profit Forecast .................. D-1
Appendix E Valuation Certificates. ............................................ E-1
Appendix F Independent Financial Adviser’s Letter ................................ F-1
Appendix G Taxation ...................................................... G-1
Appendix H Proposed Supplement to the Trust Deed .............................. H-1
NOTICE OF EXTRAORDINARY GENERAL MEETING ............................ I-1
PROXY FORM
iii

CORPORATE INFORMATION
Directors of ARA Trust
Management (Suntec) Limited
: Mr Chiu Kwok Hung, Justin (Chairman)
Mr Ip Tak Chuen, Edmond
Mr Lim Hwee Chiang, John
Mr Tan Kian Chew (Independent Director)
Mrs Sng Sow-Mei (alias Poon Sow Mei)
(Independent Director)
Mr Lim Lee Meng (Independent Director)
Mr Chow Wai Wai, John
Mr Yeo See Kiat (Chief Executive Officer)
Registered Office of the Manager : 9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
Trustee of Suntec REIT (the
“Trustee”)
Financial Adviser to the
Acquisition
Joint Financial Advisers,
Underwriters and Bookrunners
for the Issue of Convertible
Bonds
: HSBC Institutional Trust Services (Singapore) Limited
21 Collyer Quay
#14-01 HSBC Building
Singapore 049320
: ARA Financial Pte. Ltd.
9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
: Citigroup Global Markets Singapore Pte. Ltd.
3 Temasek Avenue
#12-00 Centennial Tower
Singapore 039190
Deutsche Bank AG, Singapore Branch
One Raffles Quay
#16-00 South Tower
Singapore 048583
Unit Registrar and Unit Transfer
Office
Legal Adviser for the Acquisition
and the Issue of Convertible
Bonds, and to the Manager
Legal Adviser for the Issue of
Convertible Bonds and to the
Manager as to English law
Legal Adviser to the Joint
Financial Advisers, Underwriters
and Bookrunners for the Issue
of Convertible Bonds as to
Singapore Law
: Lim Associates (Pte) Ltd
3 Church Street
#08-01 Samsung Hub
Singapore 049483
: Allen & Gledhill LLP
One Marina Boulevard
#28-00
Singapore 018989
: Allen & Overy
24 Raffles Place
#22-00 Clifford Centre
Singapore 048621
: Venture Law LLC
50 Raffles Place
#30-00 Singapore Land Tower
Singapore 048623
iv

Legal Adviser to the Joint
Financial Advisers, Underwriters
and Bookrunners for the Issue
of Convertible Bonds as to
English law
: Latham & Watkins LLP
80 Raffles Place
#14-20 UOB Plaza 2
Singapore 048624
Legal Adviser to the Trustee : Shook Lin & Bok LLP
1 Robinson Road
#17-00 AIA Tower
Singapore 048542
Independent Financial Adviser to
the Independent Directors of the
Manager
: Ernst & Young Corporate Finance Pte Ltd
One Raffles Quay
North Tower, Level 18
Singapore 048583
Independent Accountants : KPMG
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
Tax Adviser for the Acquisition
and to the Manager
: KPMG Tax Services Pte Ltd
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
Independent Valuers : CB Richard Ellis (Pte) Ltd
6 Battery Road #32-01
Singapore 049909
Knight Frank Pte Ltd
16 Raffles Quay
#30-00 Hong Leong Building
Singapore 048581
v

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SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the full text
of this Circular. Meanings of defined terms may be found in the Glossary on pages 43 to 50 of this
Circular.
Any discrepancies in the tables included herein between the listed amounts and totals thereof are due
to rounding.
Summary of Approvals Sought
The Manager seeks approvals from the Unitholders for the resolutions stated below:
(1) The Proposed Acquisition of a One-Third Interest in One Raffles Quay (Ordinary
Resolution)
The proposed acquisition of a one-third interest in One Raffles Quay (as defined herein) through
the acquisition of the entire issued share capital of Comina Investment Limited (“Comina” and the
acquisition by Suntec REIT, the “Acquisition”) from Cavell Limited (“Vendor”).
(2) The Proposed Issue of up to S$450,000,000 Aggregate Principal Amount of S$
Denominated Convertible Bonds (Extraordinary Resolution)
The proposed issue by Suntec REIT of up to S$450,000,000 aggregate principal amount of S$
Denominated Convertible Bonds (the “Convertible Bonds”), which are interest-bearing and
convertible into new Units (the “Conversion Units”) or redeemable for cash, for placement to
institutional and other investors (the “Issue of Convertible Bonds”), in order to part-finance the
Acquisition and associated costs.
(3) The Proposed Issue of Consideration Units to the Vendor (Ordinary Resolution)
The proposed issue of such number of new Units to the Vendor or its nominee(s) of an aggregate
value of S$94.15 million (the “Consideration Units”) as partial consideration for the Acquisition.
The issue price for the Consideration Units will be equal to the volume weighted average price per
Unit for all trades on the SGX-ST, in the ordinary course of trading, for the last 10 Market Days
prior to (and excluding) the date of Completion.
(4) The Proposed General Mandate for the Issue of New Units and Convertible Securities
(Ordinary Resolution)
The proposed general mandate to be given to the Manager for the issue of new Units and/or
convertible securities in the financial year ending 30 September 2008 (“FY2008”) without the prior
specific approval of Unitholders in a general meeting, provided that such number of new Units and
convertible securities does not exceed 50.0% of the number of Units in issue at the end of the
financial year ended 30 September 2007 (“FY2007”), of which the aggregate number of new Units
and convertible securities issued other than on a pro rata basis to Unitholders shall not be more
than 20.0% of the number of Units in issue at the end of FY2007 (the “General Mandate”).
(5) The Proposed Supplement to the Trust Deed in Connection with the Valuation of Real
Estate (Extraordinary Resolution)
The proposed amendment to the trust deed constituting Suntec REIT dated 1 November 2004 (as
amended) (the “Trust Deed”) for the purpose of clarifying that the method of valuation of Real
Estate (as defined therein) should be the same whether the Real Estate is held indirectly through
Special Purpose Vehicles (as defined therein) or held directly by Suntec REIT (the “Valuation of
Real Estate Supplement”).
1

OVERVIEW OF THE ACQUISITION
Description of One Raffles Quay
One Raffles Quay, a prime landmark commercial development, comprises (as at 30 June 2007):
• a 50-storey office tower (the “North Tower”) with approximately 765,902 sq ft (71,154 sq m) of net
lettable area (“Net Lettable Area”);
• a 29-storey office tower (the “South Tower”) with approximately 565,659 sq ft (52,551 sq m) of
Net Lettable Area;
• approximately 4,015 sq ft (373 sq m) of Net Lettable Area for retail outlets and cafes along an
underground link connecting the North Tower to the Raffles Place mass rapid transit (“MRT”)
station;
• a sheltered plaza serving as a drop-off point; and
• a hub car park with 713 car park lots.
(Details of One Raffles Quay can be found in Appendix A of this Circular.)
Key Steps Taken to Secure the Acquisition
Comina, a wholly-owned indirect subsidiary of Cheung Kong (Holdings) Limited (“Cheung Kong”), is
a special purpose holding company holding one-third of the issued share capital of One Raffles Quay
Pte Ltd (“ORQPL”).
ORQPL is the developer and current owner of One Raffles Quay. As at 13 September 2007, being the
latest practicable date prior to the printing of this Circular (the “Latest Practicable Date”), the issued
share capital of ORQPL is held in equal proportions (i.e. one-third each) by Freyland Pte Ltd
(“Freyland”), Comina and Boulevard Development Pte Ltd (“Boulevard”). Freyland and Boulevard are
wholly-owned subsidiaries of Hongkong Land International Holdings Limited (“Hongkong Land
International”) and Keppel Land Properties Pte Ltd (“Keppel Land Properties”), respectively. The
rights and duties of Freyland, Comina and Boulevard as shareholders of ORQPL are governed by a
shareholders’ agreement dated 28 March 2001 made between Freyland, Comina, Boulevard,
Hongkong Land International, CKH China Enterprises Limited, Keppel Land Properties and ORQPL
(the “Shareholders’ Agreement”).
Suntec REIT has an opportunity to acquire a one-third interest in One Raffles Quay through the sale
and purchase of the entire issued share capital of Comina. To this end, the Trustee entered into a
conditional share purchase agreement (the “Share Purchase Agreement”) with the Vendor and
Cheung Kong Investment Company Limited (as guarantor to the Vendor, the “Guarantor”) in
connection with the acquisition of the entire issued share capital of Comina.
Under the terms of the Share Purchase Agreement, it is contemplated that upon Completion, the
Trustee and Comina will enter into a restated shareholders’ agreement (the “Restated Shareholders’
Agreement”) with, inter alia, Freyland and RBC Dexia Trust Services Singapore Limited (in its capacity
as the trustee of K-REIT Asia) 1 , the other shareholders of ORQPL, relating to the governance of their
relationship as shareholders of ORQPL and ORQPL’s holding and management of One Raffles Quay.
As contemplated under the terms of the Share Purchase Agreement, on 31 August 2007, all of the
shares held by ORQPL in the capital of the property manager of One Raffles Quay, Raffles Quay Asset
Management Pte Ltd (“RQAM”), had been transferred to Hongkong Land (Singapore) Pte Ltd, Charm
1
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition
of one-third of the issued share capital of ORQPL from Boulevard.
2

Aim International Limited and K-REIT Asia Property Management Pte. Ltd. (a wholly-owned subsidiary
of Keppel Land Limited) in equal proportions (the “RQAM Restructuring”).
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay
through the acquisition of one-third of the issued share capital of ORQPL from Boulevard.
As One Raffles Quay is a recently completed development, a substantial number of major tenancies
were leased at rents which are significantly below current market rental rates. As such, the Trustee has
entered into a deed of income support (the “Deed of Income Support”) with the Vendor and the
Guarantor that would enable Suntec REIT to strengthen its Distributable Income for the benefit of the
Unitholders. Under the Deed of Income Support, the Vendor has undertaken, starting from Completion,
to pay to the Trustee quarterly instalments for 54 months up to an aggregate amount of S$103.48
million (inclusive of GST). The Vendor’s commitment under the Deed of Income Support is guaranteed
by the Guarantor.
Further details of the Restated Shareholders’ Agreement, the Share Purchase Agreement and the
Deed of Income Support can be found in “Details Concerning the Acquisition and Joint Ownership of
One Raffles Quay” at paragraph 3 of the Letter to Unitholders below.
Estimated Costs of the Acquisition
The agreed consideration payable to the Vendor in connection with the Acquisition (the “Agreed
Consideration”) of S$941.5 million was negotiated on a willing-buyer and willing-seller basis, and shall
be satisfied by:
(i)
(ii)
payment of the Share Consideration (as defined herein) by the Trustee to the Vendor; and
the extending of the Purchaser Loan (as defined herein) by the Trustee to ORQPL.
The Trustee shall extend the Purchaser Loan to ORQPL on Completion to enable ORQPL to repay the
Joynote Loan 2 (as defined herein).
The Share Consideration will be paid on Completion, which shall be no later than 31 October 2007 or
such other date as the Trustee and the Vendor may mutually agree in writing.
The Manager and the Trustee have each commissioned an independent property valuer, being Knight
Frank Pte Ltd (“Knight Frank”) and CB Richard Ellis (Pte) Ltd (“CBRE”) respectively, to value the
one-third interest in One Raffles Quay. Knight Frank in its valuation certificate stated that the aggregate
open market value of the one-third interest in One Raffles Quay as at 2 July 2007 was S$941.5 million.
CBRE in its valuation certificate stated that the aggregate open market value of the one-third interest
in One Raffles Quay as at 2 July 2007 was S$941.5 million (see the valuation certificates of Knight
Frank and CBRE (the “Independent Valuers”, and their valuation certificates, the “Valuation
Certificates”) inAppendix E of this Circular for further details).
The total costs of the Acquisition, comprising the Share Consideration, the Purchaser Loan, the
acquisition fee payable to the Manager under the Trust Deed 3 , as well as the estimated professional
and other fees and expenses in connection with the Acquisition, is currently estimated to be S$954.6
million 4 (the “Total Acquisition Cost”) (see “Estimated Total Acquisition Cost” at paragraph 3.4 of the
2
3
4
The outstanding shareholder’s loan made by Joynote Ltd (a wholly-owned subsidiary of Cheung Kong) to ORQPL together
with all accrued but unpaid interest thereon.
As the Acquisition will constitute an “interested party transaction” under the Property Funds Guidelines, the acquisition fee
payable to the Manager will be in the form of Units which shall not be sold within one year from their date of issuance. The
acquisition fee payable is 1.0% of the Agreed Consideration.
Excluding the fees and expenses in connection with the Issue of Convertible Bonds and the Debt Financing.
3

Letter to Unitholders for further details). The costs in relation to Suntec REIT’s existing and additional
credit facilities and debt financing (the “Debt Financing”) and the Issue of Convertible Bonds are
approximately S$19.8 million.
Interested Person Transaction and Interested Party Transaction
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT and Cheung
Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders (as defined in the Listing Manual
of the SGX-ST, the “Listing Manual”) of the Manager, all transactions between Suntec REIT and (i)
Cheung Kong, (ii) Mr Lim Hwee Chiang, John and/or (iii) an associate of Cheung Kong or Mr Lim Hwee
Chiang, John shall be considered as interested person transactions under the Listing Manual.
The Vendor is a direct wholly-owned subsidiary of Cheung Kong and is therefore considered an
associate of Cheung Kong. In addition, as the Manager is 30.0% indirectly owned by Cheung Kong, the
Vendor is regarded as an associate of the Manager under the Listing Manual, and Cheung Kong is
regarded as a controlling shareholder of the Manager. In addition, the Chairman of the Manager, Mr
Chiu Kwok Hung, Justin, is also an executive director of Cheung Kong.
As such, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing
Manual as well as an “interested party transaction” under the Property Fund Guidelines, in respect of
which the approval of Unitholders is required (see “Interested Person Transaction and Interested Party
Transaction” at paragraph 4.3.2 of the Letter to Unitholders for further details).
Major Transaction
The Acquisition also constitutes a “major transaction” by Suntec REIT under Chapter 10 of the Listing
Manual (see “Major Transaction” at paragraph 4.3.1 of the Letter to Unitholders for further details).
RATIONALE FOR THE ACQUISITION
The Manager believes that the Acquisition will bring the following key benefits to Unitholders:
• Yield Accretion
The Manager believes that the Acquisition will improve the earnings and distributions enjoyed by
Unitholders. Based on the Manager’s forecast and taking into account the Agreed Consideration
(as defined herein) of S$941.5 million, the forecast consolidated Net Property Income yield for the
ORQ Interest (as defined herein) is approximately 4.2% for the Forecast Year. This is higher than
the annualised Net Property Income yield of approximately 3.6% for the Existing Properties for the
nine months ended 30 June 2007.
The Acquisition, combined with the Debt Financing, the proposed Issue of Convertible Bonds and
the issuance of Consideration Units will result in distribution per Unit (“DPU”) accretion of 0.37
cents (an increase of approximately 4.4%) which will increase Suntec REIT’s DPU from 8.32
cents to 8.69 cents for the Forecast Year. 5
• The Acquisition Fits the Manager’s Investment Strategy
The Acquisition fits the Manager’s principal investment strategy for Suntec REIT to invest in
quality income-producing assets which are primarily used for retail and/or office purposes. The
Manager’s acquisition growth strategy is underpinned by its key financial objective to provide
Unitholders with a competitive rate of return for their investment by ensuring regular and stable
distributions to Unitholders and long-term growth in distributions and net asset value per Unit.
5
Includes the first instalment of Deferred Units representing 34.5 million Units and based on the assumptions set out in
Appendix C.
4

One Raffles Quay has a large and diversified tenant base and is highly accessible as a result of
its direct connectivity to the Raffles Place MRT station, one of Singapore’s four major MRT
interchange stations. With a Committed Occupancy (as defined herein) of 100.0% as at 30 June
2007, the Manager believes that One Raffles Quay will enjoy a stable and sustainable income
stream. The Manager believes that One Raffles Quay will be a valuable addition to Suntec REIT’s
existing portfolio of major commercial developments in Singapore.
• Prime Landmark Office Development
The Manager believes that One Raffles Quay is a quality asset which will enhance Suntec REIT’s
existing portfolio of properties. One Raffles Quay enjoys several key competitive strengths
including:
(i)
(ii)
(iii)
(iv)
its strategic location in the heart of Singapore’s Central Business District (“CBD”) and close
to Singapore’s new Marina Business and Financial Centre (“MBFC”);
its excellent connectivity and accessibility with its direct link to one of Singapore’s four major
MRT interchange stations, Raffles Place MRT, offering seamless sheltered commuting to
One Raffles Quay’s visitors and tenants;
a strong tenant base including ABN AMRO Asia Pacific Pte Ltd, Barclays PLC, Credit Suisse
(Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst & Young Services Pte Ltd and
UBS AG; and
its large floor plates allowing for the subdivision and consolidation of office units for
maximum efficiency and flexibility, and state-of-the-art building services and management
systems to cater to the needs of global financial tenants.
• Foothold in the Development of the Marina Bay Area
Centrally located on prime waterfront space in Singapore’s new financial district, One Raffles
Quay is well-positioned to capitalise on the future growth of the area. The proposed Integrated
Resort, MBFC and other commercial, residential and recreational developments at Marina Bay
will contribute to making the area a vibrant and sought-after location for professionals to live, work
and play. Upon Completion, Suntec REIT will be well-positioned to capture growth opportunities
from the development of Marina Bay.
• Greater Exposure to the Grade ‘A’ Office Market
The demand for office space in quality commercial buildings in the CBD has shown marked
improvement in the past year, underpinned by a strong economy and rapid expansion of
Singapore’s financial services sector. With the current tight availability of office space coupled with
strong demand, this improvement is expected to continue 6 .
The Acquisition will increase Suntec REIT’s office portfolio to 1.8 million sq ft 7 , providing increased
exposure to the strengthening Singapore office market. Furthermore, as One Raffles Quay is a
recently completed development, a substantial number of major tenancies were leased at rents
which are significantly below current market rental rates. (See Appendix A of this Circular for
details on the lease expiry profile of One Raffles Quay.) As such, the office space in One Raffles
Quay offers potential for rental growth opportunities upon renewal or replacement.
6
7
CBRE Research Report 1st Quarter 2007.
Includes the office space attributable to the acquisition of one-third interest in ORQPL.
5

• Income Diversification
The Acquisition is expected to benefit Unitholders by improving income diversification and
reducing the reliance of Suntec REIT’s income stream on any single property. With the enlarged
portfolio post the Acquisition, the reliance on the income contribution from Suntec City Mall and
Suntec City Office Towers will be reduced. The Manager expects that the contribution to Suntec
REIT’s Net Property Income 8 by Suntec City Mall and Suntec City Office Towers within Suntec
REIT’s property portfolio for the Forecast Year will decrease from approximately 87.4%, prior to
Completion, to approximately 69.6%.
• Improved Quality and Diversity of Tenant Base
The Acquisition is expected to further enhance the tenancy profile of Suntec REIT’s office tenant
base with the addition of major anchor office tenants such as ABN AMRO Asia Pacific Pte Ltd,
Barclays PLC, Credit Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst &
Young Services Pte Ltd and other major financial institutions, to Suntec REIT’s group of core blue
chip tenants.
• Greater Trading Liquidity and Flexibility
The Conversion Units, when issued, are expected to increase the free float of Units on the
SGX-ST. This could lead to an increase of Suntec REIT’s weighting in certain benchmark equity
indices. Unitholders will be able to benefit from the expected improvement in trading liquidity.
• Rare Opportunity to Own an Iconic Building
One Raffles Quay is a landmark building designed by the internationally renowned architectural
firm Kohn Pedersen Fox Associates of New York. The Acquisition presents a rare opportunity for
Suntec REIT to partner with reputable property companies, Hongkong Land International’s parent
entity, Hongkong Land Limited (“Hongkong Land”) and K-REIT Asia 9 , in owning a prestigious
iconic prime grade ‘A’ office development with long term growth potential.
These benefits are elaborated in “Rationale for the Acquisition” at paragraph 2.2 of the Letter to
Unitholders below.
METHOD OF FINANCING
The Manager proposes to satisfy the Total Acquisition Cost of S$954.6 million and the costs in relation
to the financing of approximately S$19.8 million:
(i)
(ii)
partly through the issue of Consideration Units of an aggregate value of S$94.15 million to the
Vendor,
partly through the issue of Units to the Manager in satisfaction of the acquisition fee of S$9.4
million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant to Clause 15.2
of the Trust Deed (exclusive of GST);
and partly with the proceeds of either (iii)(a) the drawdown of Debt Financing for the balance of
approximately S$870.9 million, which Suntec REIT is expected to obtain for the purposes of the
Acquisition, or (b) the drawdown of the Debt Financing and the Issue of Convertible Bonds, in such
proportion as the Manager in its discretion, deems appropriate, to collectively raise the balance of
S$870.9 million.
8
9
Includes dividend income, interest income and rental income support net of all taxes.
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition
of one-third of the issued share capital of ORQPL from Boulevard.
6

The Acquisition is expected to be completed on the date on which the Consideration Units are issued
(the “Issue Date”).
It is intended that the Issue of Convertible Bonds will comprise a placement of Convertible Bonds with
an aggregate principal amount of up to S$450.0 million to institutional and other investors. The
Convertible Bonds will bear interest from the Issue Date payable semi-annually in arrears and will be
convertible by holders into new Units, at the option of the holders, during the Conversion Period (as
defined herein) or redeemed for cash on the Maturity Date (as defined herein) in accordance with the
terms and conditions of the Issue of the Convertible Bonds.
Based on market conditions, the Manager will determine the amount of financing to be raised from the
Debt Financing and the Issue of Convertible Bonds. The Manager may decide to finance the Total
Acquisition Cost 10 by the issue of Consideration Units and a draw down of the Debt Financing, if the
Manager determines this to be in the best interests of the Unitholders. If the Manager decides to issue
the Convertible Bonds, the Manager shall issue the Convertible Bonds by no later than the date of
Completion. The Manager shall issue the Convertible Bonds only if it determines that doing so would
be in the best interests of the Unitholders, having regard to market conditions.
Further details of Suntec REIT’s existing loan facilities and the financing for the Acquisition can be
found in “Method of Financing” and “Details of the Issue of Convertible Bonds” at paragraphs 5 and 7
of the Letter to Unitholders below. A summary of the principal terms of the Convertible Bonds is set out
at Appendix B of this Circular.
TEMPORARY STOCK COUNTER
In order to ensure fairness to holders of existing Units, the Consideration Units will only be entitled to
participate in Suntec REIT’s Distributable Income for the period commencing from the date of the issue
of the Consideration Units and thereafter. Suntec REIT will be announcing cumulative dividends in
respect of the period from 1 July 2007 to the day immediately preceding the Issue Date.
The Consideration Units will be issued under a temporary stock counter, which will be maintained for
the period commencing from the Issue Date to the last day of “cum distribution” trading for the existing
Units, in respect of the period from 1 July 2007 to the day immediately preceding the Issue Date (the
“Books Closure Date”). The Books Closure Date is expected to be 7 November 2007. After the Books
Closure Date, both the Consideration Units and the existing Units will be aggregated and traded under
the existing Suntec REIT stock counter on the Main Board of the SGX-ST on the next market day.
The separate temporary stock counter for the Consideration Units is necessary to differentiate the
entitlement of existing Units to distribution for the period from 1 October 2007 to 31 December 2007
from the entitlement of the Consideration Units to distribution for the period commencing from the Issue
Date to 31 December 2007, in line with current market practices.
Other than in respect of entitlement to dividends (which will be with effect from the Issue Date), the
Consideration Units would otherwise rank pari passu in all respects with the existing Units.
THE GENERAL MANDATE
The Manager proposes to seek the approval of Unitholders for a general mandate under Rule 887 of
the Listing Manual to issue new Units and/or convertible securities in FY2008 without the prior specific
approval of Unitholders in a general meeting, provided that such number of new Units and convertible
securities does not exceed 50.0% of the number of Units in issue as at the end of FY2007, of which the
10
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
7

aggregate number of new Units and convertible securities issued other than on a pro rata basis to
Unitholders shall not be more than 20.0% of the number of Units in issue as at the end of FY2007.
(See “The General Mandate” at paragraph 9 of the Letter to Unitholders for further details.)
THE VALUATION OF REAL ESTATE SUPPLEMENT
The Manager proposes to amend the Trust Deed for the purpose of clarifying that the method of
valuation of Real Estate should be the same whether it is held indirectly through Special Purpose
Vehicles or held directly by Suntec REIT.
(See “The Valuation of Real Estate Supplement” at paragraph 10 of the Letter to Unitholders and
Appendix H for further details.)
8

INDICATIVE TIMETABLE
Event
Last date and time for lodgement of Proxy
Forms
Date and time of the Extraordinary General
Meeting (the “EGM”)
Date and Time
: 6 October 2007 at 2.30pm
: 8 October 2007 at 2.30pm
If the approvals sought at the EGM are obtained:
Commencement of the Issue of Convertible
Bonds
: To be determined by the Manager
Close of the Issue of Convertible Bonds : To be determined by the Manager
Issue of the Convertible Bonds : To be determined by the Manager (no later
than the date of Completion)
Issue of the Consideration Units as well as
commencement of trading of the Consideration
Units on the SGX-ST
: To be determined (but is expected to be no
later than 31 October 2007)
Target date for Completion : 31 October 2007 (or such other date as may
be agreed between the Trustee and the
Vendor)
The timetable for the events which are scheduled to take place after the EGM is indicative only and is
subject to change at the Manager’s absolute discretion. The Manager intends to announce any
changes (including any determination of the relevant dates) to the timetable above once the Manager
becomes aware of such changes.
9

SUNTEC REAL ESTATE INVESTMENT TRUST
(Constituted in the Republic of Singapore
pursuant to a trust deed dated 1 November 2004 (as amended))
Directors
Mr Chiu Kwok Hung, Justin (Chairman)
Mr Ip Tak Chuen, Edmond
Mr Lim Hwee Chiang, John
Mr Tan Kian Chew (Independent Director)
Mrs Sng Sow-Mei (alias Poon Sow Mei) (Independent Director)
Mr Lim Lee Meng (Independent Director)
Mr Chow Wai Wai, John
Mr Yeo See Kiat (Chief Executive Officer)
Registered Office
9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
18 September 2007
To: Unitholders of Suntec Real Estate Investment Trust
Dear Sir/Madam
1. SUMMARY OF APPROVALS SOUGHT
The Manager is convening an EGM to be held on 8 October 2007 to seek the approval of
Unitholders in respect of the resolutions relating to the Acquisition (Resolution 1), the Issue of
Convertible Bonds (Resolution 2), the issue of Consideration Units (Resolution 3), the General
Mandate (Resolution 4) and the Valuation of Real Estate Supplement (Resolution 5). Approval
by way of an Ordinary Resolution (as defined herein) is required in respect of the resolutions
relating to the Acquisition (Resolution 1), the issue of Consideration Units (Resolution 3) and the
General Mandate (Resolution 4) while approval by way of an Extraordinary Resolution (as
defined herein) is required for each of the other two resolutions.
The following paragraphs summarise the approvals which the Manager is seeking from
Unitholders.
The resolutions relating to the Acquisition (Resolution 1), the General Mandate
(Resolution 4) and the Valuation of Real Estate Supplement (Resolution 5) are not subject
to, or contingent upon, any other resolution.
For the avoidance of doubt, notwithstanding that the resolution relating to the Issue of
Convertible Bonds is passed, the Manager is not obliged to, and has at all times the
discretion whether or not to proceed with the Issue of Convertible Bonds. The resolutions
relating to the Issue of Convertible Bonds (Resolution 2) and the issue of Consideration
Units (Resolution 3) are subject to and contingent upon the passing of the resolution
relating to the Acquisition (Resolution 1).
1.1 Resolution 1: The Proposed Acquisition of a One-Third Interest in One Raffles Quay
(Ordinary Resolution)
The Manager proposes that Suntec REIT acquires the ORQ Interest indirectly through the
purchase of the entire issued share capital of Comina from the Vendor.
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT and
Cheung Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders of the Manager,
10

all transactions between Suntec REIT and (i) Cheung Kong, (ii) Mr Lim Hwee Chiang, John,
and/or (iii) an associate of Cheung Kong or Mr Lim Hwee Chiang, John shall be considered as
interested person transactions under the Listing Manual.
The Vendor, which is incorporated in British Virgin Islands, is a direct wholly-owned subsidiary
of Cheung Kong, a company incorporated in Hong Kong. The Vendor is therefore considered an
associate of Cheung Kong. In addition, as the Manager is 30.0% indirectly owned by Cheung
Kong, the Vendor is regarded as both an associate and an associated company of the Manager
under the Listing Manual and Cheung Kong is regarded as a “controlling shareholder” of the
Manager.
As such, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the
Listing Manual as well as an “interested party transaction” under the Property Funds Guidelines.
Chapter 9 of the Listing Manual requires, among others, approval of Unitholders for an
“interested person transaction” if the value thereof exceeds 5.0% of Suntec REIT’s latest audited
net tangible assets (“NTA”). Paragraph 5 of the Property Funds Guidelines requires, among
others, approval of Unitholders for an “interested party transaction” whose value exceeds 5.0%
of Suntec REIT’s latest audited net asset value (“NAV”). The value of the Acquisition exceeds
both the aforementioned thresholds.
In compliance with the requirements of the Listing Manual and the Property Funds Guidelines,
the Manager is therefore seeking Unitholders’ approval for the Acquisition. By approving the
Acquisition, Unitholders will be deemed also to have approved the principal terms of the
Restated Shareholders’ Agreement together with the terms which are incidental or ancillary to
the Acquisition and the arrangement in the provision of asset management services by RQAM.
As the Manager is an associate of Cheung Kong, the Manager shall abstain from voting on
Resolution 1.
(See “The Acquisition and its Rationale”, “Details Concerning the Acquisition and Joint
Ownership of One Raffles Quay” and “Profit Forecast” at paragraphs 2, 3 and 6 for further
details.)
1.2 RESOLUTION 2: THE PROPOSED ISSUE OF UP TO S$450,000,000 AGGREGATE
PRINCIPAL AMOUNT OF S$ DENOMINATED CONVERTIBLE BONDS (EXTRAORDINARY
RESOLUTION)
The Listing Manual provides that specific prior approval of the Unitholders is required for an
issue of convertible securities (which include the Convertible Bonds).
Furthermore, the Trust Deed, read together with the Listing Manual, provides that specific prior
approval of the Unitholders by Extraordinary Resolution is required for an issue of Units if the
number of such Units (together with any other issue of Units, other than by way of a rights issue
offered on a pro rata basis to all existing Unitholders, in the same financial year) would,
immediately after the issue, exceed 10.0% of the outstanding Units.
Assuming that the Manager proceeds with the Issue of Convertible Bonds, it is expected that the
number of Conversion Units to be issued upon conversion of the Convertible Bonds, together
with any other issue of Units, will immediately after the issue, exceed 10.0% of the outstanding
Units.
Accordingly, the Manager is seeking the approval of the Unitholders to issue the Convertible
Bonds. By approving the Issue of Convertible Bonds, the Unitholders would be deemed to have
approved the terms of the Convertible Bonds, and the issue of Conversion Units upon
conversion of the Convertible Bonds.
11

Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the
Conversion Units and the Consideration Units. The SGX-ST’s in-principle approval is not an
indication of the merits of the proposed Acquisition. The approval in-principle is subject to, inter
alia, the Unitholder’s approval at the EGM and the compliance by Suntec REIT with Rule 825 of
the Listing Manual such that Suntec REIT will not issue such amount of Convertible Bonds,
whereby the number of new Units arising from the conversion of the Convertible Bonds in
aggregate exceeds 50% of the number of issued Units of Suntec REIT.
The Manager has undertaken to abstain from voting on Resolution 2.
(See “Details of the Issue of Convertible Bonds” at paragraph 7 below for further details.)
1.3 Resolution 3: The Proposed Issue of Consideration Units to the Vendor (Ordinary
Resolution)
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT and
Cheung Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders of the Manager,
all transactions between Suntec REIT and (i) Cheung Kong, (ii) Mr Lim Hwee Chiang, John
and/or (iii) an associate of Cheung Kong or Mr Lim Hwee Chiang, John shall be considered as
interested person transactions.
The Vendor is a direct wholly-owned subsidiary of Cheung Kong and is therefore considered an
associate of Cheung Kong. In addition, as the Manager is 30.0% indirectly owned by Cheung
Kong, the Vendor is regarded as an associate of the Manager under the Listing Manual, and
Cheung Kong is regarded as a controlling shareholder of the Manager. In addition, the Chairman
of the Manager, Mr Chiu Kwok Hung, Justin, is also an executive director of Cheung Kong.
As such, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the
Listing Manual as well as an “interested party transaction” under the Property Fund Guidelines,
in respect of which the approval of Unitholders is required.
As the Manager is an associate of Cheung Kong, the Manager shall abstain from voting on
Resolution 3.
(See “The Proposed Issue of Consideration Units to the Vendor” at paragraph 8 below for further
details.)
12

1.4 Resolution 4: The Proposed General Mandate for the Issue of New Units and Convertible
Securities (Ordinary Resolution)
The Manager is seeking Unitholders’ approval for a general mandate under Rule 887 of the
Listing Manual to issue new Units and/or convertible securities in FY2008 without the prior
specific approval of Unitholders in a general meeting, provided that such number of new Units
and convertible securities does not exceed 50.0% of the number of Units in issue at the end of
FY2007, of which the aggregate number of new Units and convertible securities issued other
than on a pro rata basis to Unitholders shall not be more than 20.0% of the number of Units in
issue at the end of FY2007. Units arising from the conversion of the convertible securities may
be issued notwithstanding that the General Mandate may have ceased to be in force at the time
the convertible securities are issued.
Where the terms of the issue of the convertible securities provide for adjustment to the number
of warrants or other convertible securities in the event of rights, bonus or other capitalisation
issues, additional convertible securities may be issued notwithstanding that the General
Mandate may have ceased to be in force at the time the convertible securities are issued,
provided that the adjustment does not give the holder of such convertible securities a benefit that
a Unitholder does not receive.
(See “The General Mandate” at paragraph 9 below for further details.)
1.5. Resolution 5: The Proposed Supplement to the Trust Deed in Connection with the
Valuation of Real Estate (Extraordinary Resolution)
Lastly, the Manager is seeking Unitholders’ approval to amend the Trust Deed for the purpose
of clarifying that the method of valuation of Real Estate should be the same whether it is held
indirectly through Special Purpose Vehicles or held directly by Suntec REIT.
The Trust Deed provides that sanction of an Extraordinary Resolution is required for
modification, alteration or addition to the Trust Deed. Accordingly, the Manager is seeking the
approval of the Unitholders for the proposed supplement.
(See “The Valuation of Real Estate Supplement” at paragraph 10 and Appendix H below for
further details.)
2. THE ACQUISITION AND ITS RATIONALE
2.1 Description of One Raffles Quay
One Raffles Quay, a prime landmark commercial development, is located on Lot 175C of Town
Subdivision 30 and Lot 80002A of Town Subdivision 30 and comprises (as at 30 June 2007):
• the North Tower, a 50-storey office tower with approximately 765,902 sq ft (71,154 sq m)
of Net Lettable Area;
• the South Tower, a 29-storey office tower with approximately 565,659 sq ft (52,551 sq m)
of Net Lettable Area;
• approximately 4,015 sq ft (373 sq m) of Net Lettable Area for retail outlets and cafes along
an underground link connecting the North Tower to the Raffles Place MRT station;
• a sheltered plaza serving as a drop-off point; and
• a hub car park with 713 car park lots.
More information about One Raffles Quay can be found in Appendix A of this Circular.
13

2.2 Rationale for the Acquisition
The Manager believes that the Acquisition will bring the following key benefits to Unitholders:
2.2.1 Yield Accretion
Based on the Manager’s forecast and an Agreed Consideration of S$941.5 million, the
forecast consolidated Net Property Income yield for the ORQ Interest is approximately
4.2% for the Forecast Year. This is higher than the annualised Net Property Income yield
of approximately 3.6% for the Existing Properties for the nine months ended 30 June
2007.
The Manager believes that the Acquisition combined with the proposed issue of
Consideration Units, Convertible Bonds and/or the drawdown of the Debt Financing will
enhance the earnings and distributions enjoyed by Unitholders.
To illustrate the overall yield accretion resulting from the Acquisition, taking into account
the Consideration Units, and assuming the drawdown of the Debt Financing and the
proposed Issue of Convertible Bonds, the tables below show Suntec REIT’s forecast
DPU in relation to:
(i)
(ii)
the Existing Properties; and
the Enlarged Portfolio,
including the pro forma impact in the situation where the Deferred Units (as defined
herein) had been entirely issued on 9 December 2004, the date of admission of Suntec
REIT to the Official List of the SGX-ST (the “Listing Date”) and the Forecast Year:
(i)
(ii)
based on (a) an illustrative conversion price range of S$2.33 to S$2.79 11 for the
Convertible Bonds, and (b) an aggregate principal amount of up to S$450,000,000
for the Convertible Bonds (which increases Suntec REIT’s Leverage Ratio 12 from
23.3% as at 30 June 2007 (see paragraph 5.3 for further details) to approximately
36.6%); and
in the following scenarios:
(a)
(b)
Scenario A: assuming that the Conversion Units had been issued at the
beginning of the Forecast Year; and
Scenario B: assuming that the Conversion Units have not been issued.
For instance, under Scenario A and based on an illustrative conversion price of S$2.51
(the mid-point in the illustrative conversion price range of S$2.33 to S$2.79 13 )forthe
Convertible Bonds, the Acquisition, combined with the proposed Debt Financing, will
provide a DPU accretion of 0.25 cents (an increase of approximately 3.0%) which will
increase Suntec REIT’s DPU from 8.32 cents to 8.57 cents for the Forecast Year. At the
lowest illustrative conversion price of S$2.33, the Convertible Bonds issued will be fully
converted into approximately 193.1 million Conversion Units representing approximately
13.5% of Suntec REIT existing Units as of 30 June 2007. At the highest illustrative
conversion price of S$2.79, the Convertible Bonds issued will be fully converted into
11
12
13
The illustrative conversion price of S$2.33 is based on a 25% premium over an illustrative price of S$1.86 per Unit, being
the last closing price on the Latest Practicable Date. The illustrative conversion price of S$2.79 is based on a 50% premium
over an illustrative price of S$1.86 per Unit, being the last closing price on the Latest Practicable Date.
Suntec REIT’s Leverage Ratio refers to the ratio of Suntec REIT’s borrowings (excluding deferred payments for assets
whether to be settled in cash or Units) to the value of its Deposited Property.
The illustrative conversion price of S$2.33 is based on a 25% premium over an illustrative price of S$1.86 per Unit, being
the last closing price on the Latest Practicable Date. The illustrative conversion price of S$2.79 is based on a 50% premium
over an illustrative price of S$1.86 per Unit, being the last closing price on the Latest Practicable Date.
14

approximately 161.3 million Conversion Units representing approximately 11.3% of
Suntec REIT existing Units as of 30 June 2007.
Under Scenario B and based on an illustrative coupon rate of 3.00% and a conversion
premium of 35% for the Convertible Bonds, the Acquisition, combined with the proposed
Debt Financing, will provide a DPU accretion of 0.37 cents (an increase of approximately
4.4%) which will increase Suntec REIT’s DPU from 8.32 cents to 8.69 cents for the
Forecast Year.
Based on market conditions, the Manager will determine the amount of financing to be
raised from the Debt Financing and the Issue of Convertible Bonds. The Manager may
decide to finance the Total Acquisition Cost 14 by the issue of Consideration Units and a
draw down of the Debt Financing, if the Manager determines this to be in the best
interests of the Unitholders.
The table in Scenario C is presented for the purposes of illustrating the pro forma impact
in the event that the Total Acquisition Cost 14 is financed by the issue of Consideration
Units and a draw down of the Debt Financing. Under Scenario C, based on an illustrative
interest rate of 3.5%, the Acquisition, if funded by the issue of Consideration Units and
a drawdown from the Debt Financing, will provide a DPU accretion of 0.22 cents (an
increase of approximately 2.6%, which will increase Suntec REIT’s DPU from 8.32 cents
to 8.54 cents for the Forecast Year).
The forecast on the tables presented on the following pages must be read together with
the detailed Profit Forecast as well as the accompanying assumptions and sensitivity
analysis in Appendix C of this Circular, and the report of KPMG (the “Independent
Accountants”) on the Profit Forecast in Appendix D of this Circular.
14
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
15

Scenario A: Forecast DPU (Assuming that (i) Suntec REIT’s Leverage Ratio is increased
to approximately 27.4% (1) after the Completion of the Acquisition, (ii) the issue of
Consideration Units at the beginning of the Forecast Year, and (iii) the Conversion Units
had been issued at the beginning of the Forecast Year)
Illustrative
Conversion
Premium and
Conversion
Price for the
Convertible
Bonds (3)
25%
(S$2.33)
30%
(S$2.42)
35%
(S$2.51)
40%
(S$2.60)
45%
(S$2.70)
50%
(S$2.79)
Forecast Year
(financial year ending 30 September 2008) (2)
No Deferred Units Issued (4)
Existing
Properties
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (4)
Enlarged
Portfolio
DPU (cents) 8.32 8.49 7.45 7.72
DPU increase over
Existing Properties (%)
— 2.0 — 3.6
DPU (cents) 8.32 8.53 7.45 7.75
DPU increase over
Existing Properties (%)
— 2.5 — 4.0
DPU (cents) 8.32 8.57 7.45 7.78
DPU increase over
Existing Properties (%)
— 3.0 — 4.4
DPU (cents) 8.32 8.60 7.45 7.81
DPU increase over
Existing Properties (%)
— 3.4 — 4.8
DPU (cents) 8.32 8.63 7.45 7.83
DPU increase over
Existing Properties (%)
— 3.7 — 5.1
DPU (cents) 8.32 8.66 7.45 7.86
DPU increase over
Existing Properties (%)
— 4.1 — 5.5
Note:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawn down to fund the
Acquisition and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed by a drawdown
of S$420.9 million under the Debt Financing, an issue of S$450 million of Convertible Bonds and an issue of
S$94.1 million of Consideration Units.
(2) The forecast DPU will vary to the extent that the Conversion Units are issued on a date other than 1 October 2007.
(3) Based on a conversion premium range of 25% to 50% over an illustrative price of S$1.86 per Unit, being the last
closing price on the Latest Practicable Date.
(4) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
16

Scenario B: Forecast DPU (Assuming that (i) Suntec REIT’s Leverage Ratio is increased
to approximately 36.6% (1) after the Completion of the Acquisition, (ii) the issue of
Consideration Units at the beginning of the Forecast Year, and (iii) the Conversion Units
have not been issued during the Forecast Year)
Illustrative
Coupon Rate
for the
Convertible
Bonds (%)
2.00
2.25
2.50
2.75
3.00
3.25
3.50
3.75
4.00
Forecast Year
(financial year ending 30 September 2008)
No Deferred Units Issued
Existing
Properties (2)
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (2)
Enlarged
Portfolio
DPU (cents) 8.32 8.98 7.45 8.07
DPU increase over
Existing Properties (%)
— 7.9 — 8.3
DPU (cents) 8.32 8.91 7.45 8.01
DPU increase over
Existing Properties (%)
— 7.1 — 7.5
DPU (cents) 8.32 8.83 7.45 7.94
DPU increase over
Existing Properties (%)
— 6.1 — 6.6
DPU (cents) 8.32 8.76 7.45 7.87
DPU increase over
Existing Properties (%)
— 5.3 — 5.6
DPU (cents) 8.32 8.69 7.45 7.81
DPU increase over
Existing Properties (%)
— 4.4 — 4.8
DPU (cents) 8.32 8.61 7.45 7.74
DPU increase over
Existing Properties (%)
— 3.5 — 3.9
DPU (cents) 8.32 8.54 7.45 7.67
DPU increase over
Existing Properties (%)
— 2.6 — 3.0
DPU (cents) 8.32 8.47 7.45 7.61
DPU increase over
Existing Properties (%)
— 1.8 — 2.1
DPU (cents) 8.32 8.39 7.45 7.54
DPU increase over
Existing Properties (%)
— 0.8 — 1.2
Note:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawn down to fund the
Acquisition and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed by a drawdown
of S$420.9 million under the Debt Financing, an issue of S$450 million of Convertible Bonds and an issue of
S$94.1 million of Consideration Units.
(2) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
17

Scenario C: Forecast DPU (Assuming that (i) the Suntec REIT’s Leverage Ratio is
increased to approximately 36.6% (1) after the Completion of the Acquisition, (ii) the issue
of Consideration Units at the beginning of the Forecast Year and (iii) the draw down of
Debt Financing at the beginning of the Forecast Year)
Interest Rate
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
Forecast Year
(financial year ending 30 September 2008)
No Deferred Units Issued
Existing
Properties (2)
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (2)
Enlarged
Portfolio
DPU (cents) 8.32 8.54 7.45 7.67
DPU increase over
Existing Properties (%)
— 2.6 — 3.0
DPU (cents) 8.32 8.48 7.45 7.62
DPU increase over
Existing Properties (%)
— 1.9 — 2.3
DPU (cents) 8.32 8.43 7.45 7.57
DPU increase over
Existing Properties (%)
— 1.3 — 1.6
DPU (cents) 8.32 8.37 7.45 7.52
DPU increase over
Existing Properties (%)
— 0.6 — 0.9
DPU (cents) 8.32 8.31 7.45 7.47
DPU increase over
Existing Properties (%)
— –0.1 — 0.3
DPU (cents) 8.32 8.26 7.45 7.42
DPU increase over
Existing Properties (%)
— –0.7 — –0.4
Note:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawn down to fund the
Acquisition and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed by a drawdown
of S$870.9 million under the Debt Financing and an issue of S$94.1 million of Consideration Units.
(2) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
2.2.2 The Acquisition Fits the Manager’s Investment Strategy
The Acquisition fits the Manager’s principal investment strategy for Suntec REIT to
invest in quality income-producing assets which are primarily used for retail and/or office
purposes. The Manager’s acquisition growth strategy is underpinned by its key financial
objective to provide Unitholders with a competitive rate of return for their investment by
ensuring regular and stable distributions to Unitholders and long-term growth in
distributions and net asset value per unit.
One Raffles Quay has a large and diversified tenant base and is highly accessible as a
result of its direct connectivity to the Raffles Place MRT station, one of Singapore’s four
major MRT interchange stations. With a Committed Occupancy of 100.0% as at 30 June
2007, the Manager believes that One Raffles Quay will enjoy a stable and sustainable
income stream. The Manager believes that One Raffles Quay will be a valuable addition
to Suntec REIT’s existing portfolio of major commercial developments in Singapore.
18

2.2.3 Prime Landmark Office Development
The Manager believes that One Raffles Quay is a quality asset which will enhance
Suntec REIT’s existing portfolio of properties. One Raffles Quay enjoys several key
competitive strengths, including:
(i)
(ii)
(iii)
(iv)
its strategic location in the heart of the CBD and close to the new MBFC;
its excellent connectivity and accessibility with its direct link to one of Singapore’s
four major MRT interchange stations, Raffles Place MRT, offering seamless and
sheltered commuting to One Raffles Quay’s visitors and tenants;
a strong tenant base including ABN AMRO Asia Pacific Pte Ltd, Barclays PLC,
Credit Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst &
Young Services Pte Ltd and UBS AG; and
its large floor plates allowing for the subdivision and consolidation of office units for
maximum efficiency and flexibility, and state-of-the-art building services and
management systems to cater to the needs of global financial tenants.
2.2.4 Foothold in the Development of the Marina Bay Area
Centrally located on prime waterfront space in Singapore’s new financial district, One
Raffles Quay is well-positioned to capitalise on the future growth of the area. The
proposed Integrated Resort, MBFC and other commercial, residential and recreational
developments at Marina Bay will contribute to making the area a vibrant and soughtafter
location for professionals to live, work and play in. Upon Completion, Suntec REIT
will be well-positioned to capture growth opportunities from the development of Marina
Bay.
2.2.5 Greater Exposure to the Grade ‘A’ Office Market
The demand for office space in quality commercial buildings in the CBD has shown
marked improvement in the past year, underpinned by a strong economy and rapid
expansion of Singapore’s financial services sector. This improvement is expected to
continue.
The Acquisition will increase Suntec REIT’s office portfolio to 1.8 million sq ft 15 , providing
increased exposure to the strengthening Singapore office market. Furthermore, as One
Raffles Quay is a recently completed development, a substantial number of major
tenancies were leased at rents which are significantly below current market rental rates
(see Appendix A of this Circular for details on the lease expiry profile of One Raffles
Quay). As such, the office space in One Raffles Quay offers potential for rental growth
opportunities upon renewal or replacement.
2.2.6 Income Diversification
The Acquisition is expected to benefit Unitholders by improving income diversification
and reducing the reliance of Suntec REIT’s income stream on any single property. With
the enlarged portfolio post the Acquisition, the reliance on the income contribution from
Suntec City Mall and Suntec City Office Towers will be reduced. The Manager expects
that the contribution to Suntec REIT’s Net Property Income 16 by Suntec City Mall and
Suntec City Office Towers within Suntec REIT’s property portfolio for the Forecast Year
15
16
Includes the office space attributable to the acquisition of one-third interest in One Raffles Quay.
Includes dividend income, interest income and rental income support net of all taxes.
19

will decrease from approximately 87.4%, prior to Completion, to approximately 69.6%,
due to the enlargement of Suntec REIT’s property portfolio resulting from the
Acquisition.
Net Property Income Contribution for the Forecast Year
(financial year ending 30 September 2008)
Existing Properties
Enlarged Portfolio
Suntec City Mall and Suntec City Office Towers 87.4% 69.6%
Park Mall 8.1% 6.5%
Chijmes 4.5% 3.6%
ORQ Interest — 20.3%
Total 100.0% 100.0%
Such diversification of income means that Unitholders can expect to enjoy an even more
stable stream of income and less dependence on a single asset within Suntec REIT’s
property portfolio.
2.2.7 Improved Quality and Diversity of Tenant Base
The Acquisition is expected to further enhance the tenancy profile of Suntec REIT’s
office tenant base with the addition of major anchor office tenants such as ABN AMRO
Asia Pacific Pte Ltd, Barclays PLC, Credit Suisse (Singapore) Limited, Deutsche Bank
Aktiengesellschaft, Ernst & Young Services Pte Ltd and other major financial institutions,
to Suntec REIT’s group of core blue chip tenants.
(See Appendix A of this Circular for further details on the tenants of One Raffles Quay.)
2.2.8 Greater Trading Liquidity and Flexibility
The Conversion Units, if and when issued, are expected to increase the free float of
Units on the SGX-ST. This could lead to an increase of Suntec REIT’s weighting in
certain benchmark equity indices. Unitholders will be able to benefit from the expected
improvement in trading liquidity.
2.2.9 Rare Opportunity to Own an Iconic Building
One Raffles Quay is a landmark building designed by the internationally renowned
architectural firm Kohn Pedersen Fox Associates of New York. This is a rare opportunity
for Suntec REIT to partner with reputable property companies Hongkong Land and
K-REIT Asia 17 , in owning a prestigious iconic prime grade ‘A’ office development with
long term growth potential.
3. DETAILS CONCERNING THE ACQUISITION AND JOINT OWNERSHIP OF ONE RAFFLES
QUAY
3.1 Joint Ownership of One Raffles Quay with K-REIT Asia and Freyland
Comina, a wholly-owned indirect subsidiary of Cheung Kong, is a special purpose holding
company holding one-third of the issued share capital of ORQPL. ORQPL is the developer and
17
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition
of one-third of the issued share capital of ORQPL from Boulevard.
20

current owner of One Raffles Quay. The rights and duties of Freyland, Comina and Boulevard as
the current shareholders of ORQPL, are governed by the Shareholders’ Agreement dated 28
March 2001.
Suntec REIT has an opportunity to acquire a one-third interest in One Raffles Quay through the
sale and purchase of the entire issued share capital of Comina. To this end, on 30 July 2007, the
Trustee entered into the Share Purchase Agreement with the Vendor and the Guarantor in
connection with the acquisition of the entire issued share capital of Comina.
Under the terms of the Share Purchase Agreement, it is contemplated that upon Completion, the
Trustee and Comina will enter into the Restated Shareholders’ Agreement with, inter alia, the
other shareholders of ORQPL relating to the governance of their relationship as shareholders of
ORQPL and ORQPL’s holding and management of One Raffles Quay.
As contemplated under the terms of the Share Purchase Agreement, the RQAM Restructuring
took place on 31 August 2007, under which all the shares held by ORQPL in the capital of
RQAM, had been transferred to Hongkong Land (Singapore) Pte Ltd, Charm Aim International
Limited and K-REIT Asia Property Management Pte. Ltd. (a wholly-owned subsidiary of Keppel
Land Limited) in equal proportions.
3.2 Certain Terms of the Share Purchase Agreement
The agreed consideration payable to the Vendor of S$941.5 million was negotiated on a
willing-buyer and willing-seller basis, and shall be satisfied by:
(i)
(ii)
payment of the Share Consideration by the Trustee to the Vendor; and
the extending of the Purchaser Loan by the Trustee to ORQPL.
The Trustee shall extend the Purchaser Loan to ORQPL on Completion to enable ORQPL to
repay the Joynote Loan 18 .
The Share Consideration will be paid on Completion, which shall be no later than 31 October
2007 or such other date as the Trustee and the Vendor may mutually agree in writing.
The Manager and the Trustee have each commissioned an independent property valuer, being
Knight Frank and CBRE respectively, to value the one-third interest in One Raffles Quay. Knight
Frank in its valuation certificate stated that the market value of the one-third interest in One
Raffles Quay as at 2 July 2007 was S$941.5 million. CBRE in its valuation certificate stated that
the market value of the one-third interest in One Raffles Quay as at 2 July 2007 was S$941.5
million (see the Valuation Certificates in Appendix E of this Circular for further details). The
Independent Valuers arrived at their respective valuations by using discounted cash flow
analysis and capitalisation approach. In addition to this method, Knight Frank also used the
comparable sales method as a reference for its valuation of one-third interest of One Raffles
Quay.
In connection with the Acquisition, on 11 September 2007, the Trustee has entered into a
supplemental agreement to the Share Purchase Agreement in respect of the entire issued share
capital of Comina (the “Supplemental Agreement”).
Under the terms of the Supplemental Agreement, the consideration for the acquisition of the
entire issued share capital shall be satisfied by (i) allotment and issue of the Consideration Units
in Suntec REIT, and (ii) payment in cash, by Suntec REIT to the Vendor.
18
The outstanding shareholder’s loan made by Joynote Ltd (a wholly-owned subsidiary of Cheung Kong) to ORQPL together
with all accrued but unpaid interest thereon.
21

Suntec REIT will allot and issue such number of Consideration Units to the Vendor of an
aggregate value of S$94.15 million. The issue price for the Consideration Units will be equal to
the volume weighted average price per unit for all trades on the SGX-ST, in the ordinary course
of trading, for the last 10 Market Days prior to (and excluding) the date of Completion.
3.3 Restated Shareholders Agreement
By approving the Acquisition, Unitholders will be deemed to have also approved the
Restated Shareholders’ Agreement as set out below, together with the terms which are
incidental or ancillary to such terms:
Freyland, Comina and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee for
K-REIT Asia) 19 (collectively the “Shareholders”) and Hongkong Land International, the Trustee,
and ORQPL will enter into the Restated Shareholders’ Agreement, which shall provide inter alia,
that the aforesaid parties shall use their best endeavours to procure that the requirements for
funding, capital expenditure and working capital are funded in the following order of priority:
(1) by raising maximum external financing from banks, financial institutions, insurance
corporations and other institutional lenders on the most favourable terms reasonably
obtainable, without any mortgage or other forms of security, secured principally by
guarantees from each Shareholder or its associated company given on a several basis in
proportion to each Shareholder’s shareholding percentage;
(2) by shareholder’s loans from each Shareholder or its associated company or by subscribing
for any debt securities issued by ORQPL to each Shareholder in proportion to its
shareholding percentage; and
(3) by subscription of share capital by each Shareholder in proportion to its shareholding
percentage.
Each Shareholder also agrees to fund in proportion equal to its shareholding percentage, by way
of shareholder’s loans and subscription of share capital or debt securities issued by ORQPL all
funding requirements of ORQPL which are not financed by external financiers to enable ORQPL
to meet its financial obligations for the carrying on of business.
Under the Restated Shareholders’ Agreement, the following matters, inter alia, shall require the
unanimous approval:
• the approval of the annual operating plan and capital budget of ORQPL and each of its
subsidiary (the “Group Company”) and any change thereof and the approval of any
standard operating procedures and any change thereof;
• the sale or other disposition of any asset or property of a Group Company (other than in
respect of One Raffles Quay);
• the disposal or assignment of the whole or any part of One Raffles Quay and the terms on
which such disposal or assignment is to be carried out, including, without limitation, the
price for the whole or that part of One Raffles Quay being disposed of or assigned;
• any contract between a Group Company and (i) any of its shareholder, director or officer,
(ii) any shareholder, director or officer of any other Group Company, or (iii) an associated
company of such Group Company’s shareholder, director or officer, which has a value or
involves sums in excess of S$100,000 other than the ORQ Asset Management Agreement
(as defined herein);
19
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition
of one-third of the issued share capital of ORQPL from Boulevard.
22

• the appointment, remuneration, compensation or removal of any senior company
employees and the remuneration and compensation of all directors;
• the appointment of any committee of the board of directors of ORQPL and delegating of
any of the powers of the board of directors of ORQPL to any such committee;
• the approval and revision of leasing strategy for the lease of One Raffles Quay units and
the range of rental rate(s); and
• the entry by ORQPL into any partnership, joint venture, co-operation agreement, joint
development agreement, or merger or consolidation, with any other party.
Subject to the approval by unanimous resolution of the shareholders of ORQPL, the board shall
appoint an executive committee to review, evaluate and make decisions on matters relating to
the management of One Raffles Quay.
The Trustee is also guaranteeing the due and punctual performance and observance of Comina
of all its obligations, commitments and undertakings under and/or pursuant to the Restated
Shareholders’ Agreement.
3.4 Estimated Total Acquisition Cost
The current estimated Total Acquisition Cost is approximately S$954.6 20 million, comprising:
(i)
(ii)
(iii)
The Agreed Consideration of S$941.5 million, which represents the aggregate value of the
Share Consideration, as described in paragraph 3.2 above and the Purchaser Loan;
the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to
the Manager pursuant to Clause 15.2 of the Trust Deed (exclusive of GST); and
the estimated professional and other fees and expenses incurred in connection with the
Acquisition of approximately S$3.7 million (inclusive of GST).
The acquisition fee payable to the Manager will be in the form of Units which shall not be sold
within one year from their date of issuance.
In addition to the above, the costs in relation to the Debt Financing and the Issue of Convertible
Bonds are approximately S$19.8 million (inclusive of GST).
3.5 Conditions Precedent for Completion
Under the Share Purchase Agreement, Completion is subject to and conditional upon, inter alia,
the following conditions precedent:
(i)
(ii)
(iii)
the RQAM Restructuring, the repayment of all sums owing by RQAM to ORQPL and the
termination of the letter of financial support dated 18 May 2007 given by ORQPL in favour
of the board of directors of RQAM;
the Acquisition having been approved by the unitholders of Suntec REIT at a general
meeting of Suntec REIT; and
ARA Trust Management (Suntec) Limited being the manager of Suntec REIT on
Completion.
20
Total Acquisition Cost does not include the fees and expenses in connection with the Issue of Convertible Bonds and the
Debt Financing.
23

3.6 Asset Management Agreement
The asset management services in relation to One Raffles Quay are currently being carried out
by RQAM, a Singapore incorporated company. Pursuant to the RQAM Restructuring, completed
on 31 August 2007, the entire share capital of RQAM has been transferred by ORQPL to Charm
Aim International Limited, K-REIT Asia Property Management Pte Ltd and Hongkong Land
(Singapore) Pte Ltd in equal proportions.
The existing asset management agreement between ORQPL and RQAM in relation to the
management of One Raffles Quay has been terminated and the new asset management
agreement (“ORQ Asset Management Agreement”) has superseded the original asset
management agreement in its entirety.
RQAM is responsible for providing the following services under the ORQ Asset Management
Agreement:
• building management;
• lease administration;
• financial management;
• formal reporting;
• secretarial services;
• accounting services; and
• administrative services.
In consideration of the due performance by RQAM of the aforesaid services, ORQPL shall pay
RQAM:
• a management fee equal to three (3) per cent of the Gross Revenue from One Raffles
Quay;
• in relation to each lease entered into by a tenant, a marketing fee equivalent to:
— two months’ Gross Rent in the event that such lease is for a term of five years or
more; or
— one month’s Gross Rent in the event that such lease is for a term of two years or
more, but less than five years; or
— one half month’s Gross Rent in the event that such lease is for a term of less than two
years;
• in relation to renewal of leases, a marketing fee equivalent to one-quarter month’s Gross
Rent; and
• in relation to leases with rent review provision, a marketing fee equivalent to one-quarter
month’s Gross Rent based on the reviewed rent on each of the rent review.
3.7 Deed of Income Support
By approving the proposed Acquisition, the Unitholders will be deemed to have also
approved the arrangement in the Deed of Income Support as described below.
As One Raffles Quay is a recently completed development, a substantial number of major
tenancies were leased at rents which are significantly below current market rental rates. As such,
the Deed of Income Support that the Trustee has entered into with the Vendor and the Guarantor
would enable Suntec REIT to strengthen its distributable income for the benefit of the
Unitholders.
24

Under the Deed of Income Support, the Vendor has undertaken, starting from Completion, to pay
to Suntec REIT quarterly instalments for 54 months up to an aggregate amount of S$103.48
million (inclusive of GST). The Vendor’s commitment under the Deed of Income Support is
guaranteed by the Guarantor. Both CBRE and Knight Frank have taken into account these
payments under the Deed of Income Support in their valuation of the Property.
4. FINANCIAL INFORMATION RELATING TO THE ACQUISITION
4.1 Certain Financial Information Relating to the Acquisition
The following table presents, in summary, certain selected financial information in relation to the
Acquisition, assuming that the Acquisition is completed on 1 October 2007 and one-third of the
income from One Raffles Quay accrues to Suntec REIT through ORQPL and Comina from 1
October 2007:
ORQ Interest
Forecast Year
(financial year ending 30 September 2008)
Net Property Income (1) (S$ million) 39.6
Net Property Income Yield (2) (%) 4.2
Notes:
(1) Includes dividend income, interest income and rental income support (net of all taxes) that Suntec REIT will derive
from its one-third interest in ORQPL.
See Appendix C of this Circular for the major assumptions made calculating the forecast Net Property Income of
One Raffles Quay.
(2) Net Property Income yield for One Raffles Quay is calculated as Suntec REIT’s one-third share of Net Property
Income from One Raffles Quay over the Agreed Consideration of approximately S$941.5 million.
The detailed Profit Forecast in relation to the Acquisition and the assumptions for the forecast
information included in the table above are set out in Appendix C of this Circular.
4.2 Pro Forma Financial Effects of the Acquisition
The pro forma financial effects of the Acquisition on the DPU and NAV per Unit presented below
are strictly for illustrative purposes and were prepared based on the audited financial statements
of Suntec REIT for the financial year ended 30 September 2006 (the “Audited Financial
Statements”) as well as the unaudited monthly management accounts of ORQPL for the
financial period from 1 October 2005 to 30 September 2006.
In preparing the pro forma financial effects below, the following assumptions were made:
(i)
(ii)
(iii)
The income support for the period from 1 October 2005 to 30 September 2006 is assumed
to be an equivalent amount of the income support for the period from 1 October 2007 to 30
September 2008 of S$27.7 million (see paragraph 3.7 above);
The Convertible Bonds are issued with an aggregate principal amount of S$450 million at
a Conversion Price of S$2.51 (the mid-point in the illustrative conversion price range of
S$2.33 to S$2.79 21 ) for each Conversion Unit (purely for illustrative purposes only);
One Raffles Quay is held jointly with K-REIT Asia 22 and Freyland, with one-third of the
income from One Raffles Quay accruing to Suntec REIT through Comina; and
21
22
The illustrative conversion price of S$2.33 is based on a 25% premium over an illustrative price of S$1.86 per Unit, (being
the last closing price on the Latest Practicable Date). The illustrative conversion price of S$2.79 is based on a 50% premium
over an illustrative price of S$1.86 per Unit, (being the last closing price on the Latest Practicable Date).
On 30 July 2007, K-REIT Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition
of one-third of the issued share capital of ORQPL from Boulevard.
25

(iv)
Suntec REIT has extended one-third of the total shareholders’ loan extended to One
Raffles Quay for the financial period from 1 October 2005 to 30 September 2006.
Consequently, Suntec REIT’s interest income from shareholders’ loan is assumed to be an
equivalent of one-third of the interest expense of One Raffles Quay for the financial period
from 1 October 2005 to 30 September 2006;
and the following factors were taken into account:
(i)
(ii)
The Total Acquisition Cost (see paragraph 3.4 above); and
The estimated finance costs of the Debt Financing (see paragraph 5.1 below) and fees and
expenses in connection with the Issue of Convertible Bonds (see paragraph 7.3 below).
The pro forma impact in the situations where the Deferred Units had been entirely issued on
Listing Date and/or the Convertible Bonds issued were fully converted into 179.3 million
Conversion Units under the Issue of Convertible Bonds, assuming a conversion price of S$2.51
(the mid-point in the illustrative conversion price range of S$2.33 to S$2.79 23 ) for each
Conversion Unit are also presented below (purely for illustrative purposes only).
23
The illustrative conversion price of S$2.33 is based on a 25% premium over an illustrative price of S$1.86 per Unit, (being
the last closing price on the Latest Practicable Date). The illustrative conversion price of S$2.79 is based on a 50% premium
over an illustrative price of S$1.86 per Unit, (being the last closing price on the Latest Practicable Date).
26

4.2.1 Pro Forma DPU
The pro forma financial effects of the Acquisition on Suntec REIT’s DPU for FY2006, as
if the Acquisition was completed on 1 October 2005, and held for FY2006, are as follows:
Existing Properties
Enlarged Portfolio
Net income before tax (S$’000) 79,164 69,586 (1)
Distributable Income (S$’000) 94,935 100,032
Issued Units (’000) 1,302,139 (2) 1,359,841 (3)
DPU (cents) (excluding Deferred Units) 7.29 7.36
Issued Units (’000) (Assuming that all
Deferred Units were issued on the Listing
Date)
DPU (cents) (Assuming that all Deferred
Units were issued on the Listing Date)
Issued Units (’000) (Assuming that the
Convertible Bonds were fully converted on 1
October 2005)
DPU (cents) (Assuming that the Convertible
Bonds were fully converted on 1 October
2005)
Issued Units (’000) (Assuming that all
Deferred Units were issued on the Listing
Date and the Convertible Bonds were fully
converted on 1 October 2005)
DPU (cents) (Assuming that all Deferred
Units were issued on the Listing Date and
the Convertible Bonds were fully converted
on 1 October 2005)
1,509,141 (4) 1,566,843 (5)
6.29 6.38
NA 1,539,052 (6)
NA 6.50
NA 1,746,054 (7)
NA 5.73
Notes:
(1) Includes Suntec REIT’s 33.3% share of loss in ORQPL, where temporary occupation permit (“TOP”) was
only obtained on 24 April 2006 for the South Tower and 26 October 2006 for the North Tower.
(2) Comprises of 1,299,937,526 Units issued as at 30 September 2006 and 2,201,468 Units issued in
October 2006 as partial satisfaction of asset management fees incurred for the quarter ended 30
September 2006.
(3) Comprises the Units set out in Note 2, 50,615,887 Consideration Units assumed to be issued as partial
consideration for the Acquisition at an illustrative price of S$1.86 per Unit, and 5,061,589 Units assumed
to be issued in satisfaction of the acquisition fee payable to the Manager for the Acquisition at an
illustrative price of S$1.86 per Unit. An additional 2,024,386 Units assumed to be issued as part
satisfaction of the asset management fees payable to the Manager at an illustrative price of S$1.85 per
Unit, as a result of the Acquisition.
(4) Comprises the Units set out in Note 2 and 207,002,170 Deferred Units.
(5) Comprises the Units set out in Note 3 and 207,002,170 Deferred Units.
(6) Comprises the Units set out in Note 3 and 179,211,470 Conversion Units assumed to be issued as at 30
September 2006.
(7) Comprises the Units set out in Note 5 and 179,211,470 Conversion Units assumed to be issued as at 30
September 2006.
27

4.2.2 Pro Forma NAV
The pro forma financial effects of the Acquisition on the NAV per Unit as at 30 September
2006, as if the Acquisition was completed on 30 September 2006, are as follows:
Existing Properties
Enlarged Portfolio
NAV (S$’000) 2,138,204 (1) 2,241,290 (2)
Issued Units (’000) (Assuming that all
Deferred Units were issued on the Listing
Date)
NAV per Unit (S$) (Assuming that all
Deferred Units were issued on the Listing
Date)
NAV (S$’000) (Assuming that the
Convertible Bonds were fully converted on
30 September 2006)
Issued Units (’000) (Assuming that all
Deferred Units were issued on the Listing
Date and the Convertible Bonds were fully
converted on 30 September 2006)
NAV per Unit (S$) (Assuming that all
Deferred Units were issued on the Listing
Date and the Convertible Bonds were fully
converted on 30 September 2006)
1,509,141 (3) 1,564,819 (4)
1.417 1.432
NA 2,679,396 (5)
NA 1,744,030 (6)
NA 1.536
Notes:
(1) Based on the audited financial statements of Suntec REIT for the year ended 30 September 2006 and
adjusted for the distribution in November 2006 in relation to Suntec REIT’s Distributable Income for the
quarter ended 30 September 2006.
(2) Based on the audited financial statements of Suntec REIT for the year ended 30 September 2006 and
adjusted for the distribution in November 2006 in relation to Suntec REIT’s Distributable income for the
quarter ended 30 September 2006 and based on the assumption that the Acquisition and the Issue of the
Convertible Bonds were completed on 30 September 2006.
(3) Comprises of 1,299,937,526 of issued Units as at 30 September 2006, 2,201,468 Units issued in October
2006 as partial satisfaction of asset management fees incurred for the quarter ended 30 September 2006
and 207,002,170 Deferred Units.
(4) Comprises the Units set out in Note 3 and 5,061,589 Units assumed to be issued as satisfaction of the
acquisition fee payable to the Manager for the Acquisition at an illustrative price of S$1.86 per Unit, and
50,615,887 Consideration Units assumed to be issued as partial consideration for the Acquisition at an
illustrative price of S$1.86 per Unit.
(5) Based on the assumption that the Acquisition and the Issue of the Convertible Bonds were completed on
30 September 2006 and the Convertible Bonds were fully converted on the same day.
(6) Comprises the Units set out in Note 4 and 179,211,470 Conversion Units assumed to be issued on 30
September 2006.
28

4.2.3 Pro Forma Capitalisation
The following tables set forth the pro forma capitalisation of Suntec REIT as at 30
September 2006 assuming the Acquisition was completed on 30 September 2006, as
adjusted to reflect the assumptions that approximately 179.3 million Conversion Units
are issued pursuant to full conversion of the Convertible Bonds at S$2.51 (the mid-point
in the illustrative conversion price range of S$2.33 to S$2.79), which is at a 35%
conversion premium (purely for illustrative purposes only), where 50.6 million
Consideration Units have been issued, and 5.1 million Units are issued as payment of
acquisition fee to the Manager at an illustrative price of S$1.86 per Unit. The information
in these tables should be read in conjunction with paragraphs 5 and 6 below.
As at 30 September 2006
Actual As adjusted (1) 30 September 2006)
As adjusted (1)
(Assuming that the
Convertible Bonds
were fully converted on
(S$’000) (S$’000) (S$’000)
Total debt 1,031,795 1,867,017 1,446,167
Total Unitholders’ funds (2) 2,138,204 (3) 2,241,290 2,679,396
Total capitalisation 3,169,999 4,108,307 4,125,563
Notes:
(1) Assuming the Acquisition was completed on 30 September 2006 and was financed by the draw down of
S$420.9 million under the Debt Financing, the issue of Convertible Bonds and the Consideration Units.
(2) Unitholders’ funds comprises issued units (net of issue unit costs), issuable units, Deferred Units, hedging
reserve and retained earnings of Suntec REIT.
(3) Based on the audited financial statements of Suntec REIT for the year ended 30 September 2006 and
adjusted for the distribution in November 2006 in relation to Suntec REIT’s Distributable Income for the
quarter ended 30 September 2006.
4.3 Requirement for Unitholders’ Approval
4.3.1 Major Transaction
(i)
(ii)
Chapter 10 of the Listing Manual governs the acquisition or disposal of assets,
including options to acquire or dispose of assets, by Suntec REIT. Such
transactions are classified into the following categories:
(a)
(b)
(c)
(d)
non-discloseable transactions;
discloseable transactions;
major transactions; and
very substantial acquisitions or reverse takeovers.
A proposed acquisition by Suntec REIT may fall into any of the categories set out
in sub-paragraph 4.3.1(i) above depending on the size of the relative figures
computed on the following bases of comparison:
(a)
(b)
the net profits attributable to the assets acquired, compared with Suntec
REIT’s net profits;
the aggregate value of the consideration given, compared with Suntec REIT’s
market capitalisation; and
29

(c)
the number of Consideration Units issued by Suntec REIT, compared with the
number of Units previously in issue.
Where any of the relative figures computed on the bases set out above exceeds
20.0%, the transaction is classified as a major transaction. The Listing Manual
requires that a major transaction involving Suntec REIT be made conditional upon
approval by Unitholders in a general meeting. However, the approval of
Unitholders is not required in the case of an acquisition of profitable assets if only
sub-paragraph 4.3.1(ii)(a) exceeds the relevant 20.0% threshold.
(iii)
The relative figures for the Acquisition using the applicable bases of comparison
described in sub-paragraphs 4.3.1(ii)(a) to 4.3.1(ii)(c) are set out in the table below.
The figures in the table below are calculated based on the ORQ Interest.
Comparison of:
Profits (S$ million)
Relative figure
The ORQ Interest: Suntec REIT:
6.6%
5.2 (1) 79.2 (2)
Consideration against
market capitalisation
(S$ million)
Number of
Consideration Units to
be issued against the
existing Units
Agreed Consideration:
941.5
Consideration Units:
50,615,887
Suntec REIT’s market 34.0%
capitalisation:
2,766.18 (3)
Existing Units:
1,425,867,465 (4) 3.5%
Notes:
(1) Based on the adjusted net profit attributable to One Raffles Quay as extracted from Comina’s
audited accounts for the financial year ended 31 December 2006. The adjusted net profit is derived
from the earnings from One Raffles Quay before income tax, minority interests and extraordinary
items.
(2) Based on Suntec REIT’s net income in its audited financial statements for the year ended 30
September 2006.
(3) Based on the last traded price of S$1.94 per Unit on SGX-ST on 30 June 2007, the date prior to
the announcement of the Acquisition.
(4) As at 30 June 2007.
4.3.2 Interested Person Transaction and Interested Party Transaction
Under Chapter 9 of the Listing Manual, where Suntec REIT proposes to enter into a
transaction with an interested person and the value of the transaction (either in itself or
when aggregated with the value of other transactions, each of a value equal to or greater
than S$100,000, with the same interested person during the same financial year) is
equal to or exceeds 5.0% of Suntec REIT’s and its associates’ latest audited NTA,
Unitholders’ approval is required in respect of the transaction. Based on the Audited
Financial Statements, the NTA of Suntec REIT was S$2,163.0 million as at 30
September 2006. The Share Purchase Agreement was entered into on 30 July 2007,
accordingly, if the value of a transaction which is proposed to be entered into in the
FY2007 by Suntec REIT with an interested person is, either in itself or in aggregation
with all other earlier transactions (each of a value equal to or greater than S$100,000)
entered into with the same interested person during the same financial year, equal to or
in excess of S$108.2 million, such a transaction would be subject to Unitholders’
approval. Given that the Agreed Consideration is S$941.5 million, the value of the
Acquisition exceeds the said threshold.
Paragraph 5 of the Property Funds Guidelines imposes a requirement for Unitholders’
approval for an interested party transaction by Suntec REIT whose value exceeds 5.0%
30

of Suntec REIT’s latest audited NAV. Based on the Audited Financial Statements, the
NAV of Suntec REIT was S$2,163.0 million as at 30 September 2006. Accordingly, if the
value of a transaction which is proposed to be entered into by Suntec REIT with an
interested party is equal to or greater than S$108.2 million, such a transaction would be
subject to Unitholders’ approval. Given the Agreed Consideration of S$941.5 million, the
value of the Acquisition exceeds the said threshold.
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT
and Cheung Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders of the
Manager, all transactions between Suntec REIT and (i) Cheung Kong, (ii) Mr Lim Hwee
Chiang, John and/or (iii) an associate of Cheung Kong or Mr Lim Hwee Chiang, John
shall be considered as interested person transactions under the Listing Manual.
The Vendor is a direct wholly-owned subsidiary of Cheung Kong and is therefore
considered an associate of Cheung Kong. As such, the Acquisition will constitute an
“interested person transaction” under Chapter 9 of the Listing Manual.
The Vendor is a related corporation of the Manager as they are 100.0% directly and
30.0% indirectly owned by Cheung Kong respectively. As a related corporation of the
Manager, the Vendor is considered to be an “interested party” of Suntec REIT for the
purposes of paragraph 5 of the Property Funds Guidelines. In addition, the Chairman of
the Manager, Mr Chiu Kwok Hung, Justin, is also an executive director of Cheung Kong.
As such, the Acquisition will also constitute an “interested party transaction” under the
Property Funds Guidelines. Accordingly, the Acquisition is subject to Unitholders’
approval under Chapter 9 of the Listing Manual and paragraph 5 of the Property Funds
Guidelines.
As at the Latest Practicable Date, the value of all interested person transactions
between Suntec REIT and Cheung Kong and/or the associates of Cheung Kong for the
current financial year ending 30 September 2007 was approximately S$17.0 million. As
at the Latest Practicable Date, the value of all of Suntec REIT’s interested person
transactions during the current financial year ending 30 September 2007 was
approximately S$22.0 million.
4.4 Advice of the Independent Financial Adviser
The Manager has appointed Ernst & Young Corporate Finance Pte Ltd (the “IFA”) to advise its
Independent Directors in relation to the Acquisition (together with the entry into the Share
Purchase Agreement). A copy of the letter from the IFA to the Independent Directors (the “IFA
Letter”), containing its advice in full, is set out in Appendix F of this Circular and Unitholders are
advised to read the IFA Letter carefully.
Having considered the factors and made the assumptions set out in its letter, and subject to the
qualifications set out therein, the IFA is of the view that the Acquisition together with the entry into
the Share Purchase Agreement are on normal commercial terms and will not be prejudicial to the
interests of Suntec REIT and its minority Unitholders.
The IFA has therefore advised the Independent Directors to recommend that Unitholders vote in
favour of the Acquisition.
4.5 Interests of Directors and Substantial Unitholders
As at the Latest Practicable Date, Mr Chiu Kwok Hung, Justin, is both the Chairman and a
director of the Manager as well as an executive director of Cheung Kong. Mr Ip Tak Chuen,
Edmond is both a director of the Manager and an executive director of Cheung Kong.
31

Save as disclosed above and based on information available to the Manager as at the Latest
Practicable Date, none of the Directors or the Substantial Unitholders 24 have an interest, direct
or indirect, in the Acquisition.
4.6 Director’s Service Contracts
Following Completion, it is contemplated that each of ORQPL’s shareholders will have a
one-third representation on the board of ORQPL. Save as aforesaid, no person is proposed to
be appointed as a Director in connection with the Acquisition, the Share Purchase Agreement,
the Restated Shareholders’ Agreement or any other transaction contemplated in relation to the
Acquisition.
5. METHOD OF FINANCING
5.1 The Financing Plan
The Manager proposes to satisfy the Total Acquisition Cost of S$954.6 million and the costs in
relation to the financing of approximately S$19.8 million:
(i)
(ii)
partly through the issue of Consideration Units of an aggregate value of S$94.15 million to
the Vendor,
partly through the issue of Units to the Manager in satisfaction of the acquisition fee of
S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST);
and partly with the proceeds of either (iii)(a) the drawdown of Debt Financing for the balance of
approximately S$870.9 million, which Suntec REIT is expected to obtain for the purposes of the
Acquisition, or (b) the drawdown of the Debt Financing and the Issue of Convertible Bonds, in
such proportion as the Manager in its discretion, deems appropriate, to collectively raise the
balance of S$870.9 million.
Based on market conditions, the Manager will determine the amount of financing to be raised
from the Debt Financing and the Issue of Convertible Bonds. The Manager may decide to
finance the Total Acquisition Cost 25 by the issue of Consideration Units and a draw down of the
Debt Financing, if the Manager determines this to be in the best interests of the Unitholders.
5.2 Suntec REIT’s Existing and Additional Credit Facilities
Suntec REIT has a S$700.0 million term loan facility with Platinum AC1 Limited (“Platinum”) and
a S$500.0 million term loan facility with Sunshine Assets Limited (“Sunshine”), both of which are
special purpose companies held by RBC Dexia Trust Services Singapore Limited and HSBC
Institutional Trust Services (Singapore) Limited respectively. As at the Latest Practicable Date,
the term loan facility with Platinum is fully drawn and S$215.0 million has been drawn down from
the term loan facility with Sunshine in five tranches. To fund their loans to Suntec REIT, Platinum
issued floating rate notes with an aggregate face value of S$700.0 million which are rated AAA
by Fitch Inc. and Aaa by Moody’s Investors Service, while Sunshine issued a mixture of fixed and
floating rate notes with an aggregate face value of S$215.0 million, all of which are rated Baa2
by Moody’s Investors Service.
In addition, Suntec REIT has a S$50.0 million revolving credit facility with United Overseas Bank
Limited, of which S$7.5 million has been drawn down, and a S$150.0 million revolving credit
facility with Citibank N.A., Singapore Branch, which has not been drawn down.
24
25
A person with an interest in one or more Units constituting not less than 5.0% of all outstanding Units.
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
32

The Manager has also put in place additional revolving credit facilities of S$871 million
(“Acquisition Facilities”) which will be used, together with the existing credit facilities, to
part-finance the Acquisition.
5.3 Suntec REIT’s Leverage
As at 30 June 2007 (being the date of the latest unaudited financial statements of Suntec REIT),
Suntec REIT has a Leverage Ratio of approximately 23.3%. 26
As at 30 June 2007, the aggregate valuation of the Existing Properties (including the acquisition
of 30,172 sq ft of strata office space in Suntec Tower One and Suntec Tower Two between
December 2006 and February 2007) was approximately S$3,871.0 million. This is approximately
S$659.0 million higher than the aggregate valuation of the Existing Properties as at 30
September 2006.
Property
Valuation
(as at 30 September 2006)
(S$ million)
Valuation
(as at 30 June 2007) (1)
(S$ million)
Increase
(S$ million)
Suntec City Mall and Suntec
2,830.0 3,470.0 (3) 640.0
City Office Towers (2)
Park Mall (4) 247.0 266.0 19.0
Chijmes (2) 135.0 135.0 0.0
Aggregate for the Existing
Properties
3,212.0 3,871.0 659.0
Notes:
(1) Based on a valuation undertaken on 31 March 2007.
(2) Independent valuation of properties by Knight Frank.
(3) Includes 30,172 sq ft of strata office space in Suntec Tower One and Suntec Tower Two acquired between
December 2006 and February 2007.
(4) Independent valuation of the property by CBRE.
Upon Completion, based on Suntec REIT’s Deposited Property of approximately S$4,868.3
million (which takes into account the Deposited Property of the Existing Properties as at 30 June
2007), the drawdown of Debt Financing and/or the Issue of Convertible Bonds are expected to
increase Suntec REIT’s Leverage Ratio from approximately 23.3% to approximately 36.6%.
6. PROFIT FORECAST
Based on the proposed financing plan described under paragraph 5.1 above, the tables on the
following pages summarise Suntec REIT’s forecast consolidated statement of net income of the
Existing Properties and the ORQ Interest for the Forecast Year, assuming the Convertible Bonds
are issued with an aggregate principal amount of S$450.0 million to part-finance the Total
Acquisition Cost 27 .
The forecast must be read together with the detailed Profit Forecast as well as the
accompanying assumptions and sensitivity analysis in Appendix C of this Circular, and the
report of the Independent Accountants on the Profit Forecast in Appendix D of this Circular.
26
27
Suntec REIT’s Aggregate Leverage Ratio, which refers to the ratio of Suntec REIT’s borrowings and deferred payments
(including deferred payments for assets whether to be settled in cash or Units) to the value of its Deposited Property, is
28.6% as at 30 June 2007.
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
33

Forecast Consolidated Statement of Total Return
Existing
Properties (1)
FY2008
S$(’000)
Enlarged
Portfolio (2)
FY2008
S$(’000)
Gross Revenue 212,064 212,064
Property expenses (56,809) (56,809)
Net property income 155,255 155,255
Other income (3) — 27,741
Finance income 10,950 23,795
Finance expenses (41,480) (75,753)
Net financing costs (30,530) (51,958)
Asset management fees (18,829) (23,755)
Trust expenses (2,282) (2,446)
Net income before share of profit in jointly controlled
entity 103,614 104,837
Share of profit of jointly controlled entity — 4,051
Net income before tax 103,614 108,888
Income tax expense — (4,993)
Total return for the year 103,614 103,895
Reconciliation from total return for the year to income available for distribution
Net income before share of profit in jointly controlled entity 103,614 104,837
Net tax adjustment (4) 18,917 29,046
Taxable income 122,531 133,883
Less: Income tax expense — (4,993)
Add: Dividend income (5) — 4,051
Income available for distribution 122,531 132,941
Total issued and issuable units (’000)
(excluding Deferred Units) (6) 1,472,456 1,530,263
Distribution per unit based on the total number of units
entitled to distribution (cents) (excluding Deferred
Units) (7) 8.32 8.69
Total issued and issuable units (’000) (including Deferred
Units) (8) 1,644,958 1,702,765
Distribution per unit based on the total number of units
entitled to distribution (cents) (including Deferred Units) (9) 7.45 7.81
Notes:
(1) This relates to the forecast results of the Existing Properties for FY2008.
(2) This relates to the forecast results of the Enlarged Portfolio for FY2008 assuming the completion of the Acquisition
on 1 October 2007.
(3) This relates to the income support derived from the Deed of Income Support from the Vendor.
(4) These comprise mainly asset management fees payable in units, amortization of transaction costs, non-deductible
interest expense, trustee fees and fit-out subsidies granted to tenants.
34

(5) This relates to dividend income to be received by Suntec REIT from Comina, which is tax-exempt income.
(6) This includes of the Manager’s forecast of Units to be issued as partial satisfaction of asset management fee
incurred for FY2008 and the first instalment of the Deferred Units assumed to be issued in June 2008 (i.e. the date
falling 42 months after 9 December 2004, being the completion of the sale and purchase of the initial portfolio of
properties) and the rest semi-annually thereafter.
(7) This is based on income available for distribution over total issued and issuable units (excluding the remaining
balance of five equal instalments of the Deferred Units) as at 30 September 2008.
(8) Deferred Units, comprising the remaining balance of five instalments, will be issued to SCDPL in satisfaction of
deferred payment consideration for the purchase of the properties. The Deferred Units will be issued in six equal
instalments, with the first instalment assumed to be issued in June 2008 (i.e. the date falling 42 months after 9
December 2004, being the completion of the sale and purchase of the initial portfolio of properties) and the rest
semi-annually thereafter.
(9) This is based on income available for distribution over total issued and issuable units (including the remaining
balance of the five equal instalments of the Deferred Units) as at 30 September 2008.
7. DETAILS OF THE ISSUE OF CONVERTIBLE BONDS
7.1 Overview of the Issue of Convertible Bonds
To finance the balance of the Total Acquisition Cost 28 (which will not be financed by the issue of
the Consideration Units to the Vendor), the Manager proposes to issue Convertible Bonds with
an aggregate principal amount of up to S$450.0 million to institutional and accredited
investors 29 . Based on market conditions, the Manager may instead decide that it is in the best
interests of the Unitholders to finance such balance fully by drawing down the Debt Financing.
If the Manager decides to issue the Convertible Bonds, the Manager shall issue the Convertible
Bonds by no later than the date of Completion. The Manager shall issue the Convertible Bonds
only if it determines that doing so would be in the best interests of the Unitholders, having regard
to market conditions.
The Convertible Bonds will bear interest from the Issue Date at a rate of 2.0% - 4.0% per annum,
payable semi-annually in arrears and will be convertible into Conversion Units, during the
Conversion Period or, at the option of Suntec REIT, redeemed for cash in accordance with the
terms and conditions of the Convertible Bonds.
The Conversion Price, which shall be in the range between 25% and 50% (both figures inclusive)
over the closing Unit price on the last business day prior to launch of the Issue of Convertible
Bonds, will be determined between the Manager and the Joint Financial Advisers, Underwriters
and Bookrunners closer to the date of commencement of the Issue of Convertible Bonds, having
regard to market conditions. As such, the actual number of Conversion Units to be issued
pursuant to full conversion of the Convertible Bonds will depend on the aggregate principal
amount and the conversion price. The illustrative conversion price of S$2.33 is based on a 25%
premium over an illustrative price of S$1.86 per Unit, being the last closing price on the Latest
Practicable Date. The illustrative conversion price of S$2.79 is based on a 50% premium over
an illustrative price of S$1.86 per Unit, being the last closing price on the Latest Practicable Date.
At the lowest illustrative conversion price of S$2.33, the Convertible Bonds issued will be fully
converted into approximately 193.1 million Conversion Units representing approximately 13.5%
of Suntec REIT existing Units as of 30 June 2007. At the highest illustrative conversion price of
S$2.79, the Convertible Bonds issued will be fully converted into approximately 161.3 million
Conversion Units representing approximately 11.3% of Suntec REIT existing Units as of 30 June
2007.
28
29
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
Pursuant to Section 274 and 275 of the Securities and Futures Act (Cap 289), and in offshore transactions pursuant to
Regulation S under the U.S. Securities Act.
35

For illustrative purposes only, based on an aggregate principal amount of S$450.0 million and a
conversion price of S$2.51 30 (the mid-point in the illustrative conversion price range of S$2.33
to S$2.79) for each Conversion Unit, assuming no adjustments to the conversion price, up to
179.3 million Conversion Units will be issued by the Manager pursuant to full conversion of the
Convertible Bonds.
A summary of the principal terms of the Convertible Bonds is set out at Appendix B of this
Circular.
By approving the Issue of Convertible Bonds, the Unitholders are deemed to have
approved the terms of the Convertible Bonds, together with the terms which are
incidental or ancillary to such terms, and the issue of Conversion Units upon conversion
of the Convertible Bonds.
7.2 Estimated Proceeds
The quantum of the aggregate principal amount under the Issue of Convertible Bonds is up to
S$450.0 million so as to part-finance the Total Acquisition Cost.
Based on an illustrative aggregate principal amount of S$450.0 million and the conversion price
of S$2.51 30 (the mid-point in the illustrative conversion price range of S$2.33 to S$2.79) for each
Conversion Unit, assuming no adjustments to the conversion price, up to 179.3 million
Conversion Units will be issued and the estimated gross proceeds from the Issue of Convertible
Bonds is expected to be up to S$450.0 million.
7.3 Costs of the Debt Financing and the Issue of Convertible Bonds
If the Manager proceeds with the Debt Financing and/or the Issue of Convertible Bonds, based
on an illustrative aggregate principal amount of up to S$450.0 million for the Convertible Bonds,
the Manager estimates that Suntec REIT will have to bear underwriting, management and selling
commissions, incentive fees and financial advisory fees and related expenses payable to the
Joint Financial Advisers, Underwriters and Bookrunners and professional and other fees and
expenses in relation to the Debt Financing and the Issue of Convertible Bonds, amounting to up
to approximately S$19.8 million 31 (inclusive of GST).
7.4 Use of Proceeds
The Manager proposes to use the net proceeds from the Issue of Convertible Bonds to
part-finance the Total Acquisition Cost 32 .
7.5 Subscription by the Joint Financial Advisers, Underwriters and Bookrunners
The Joint Financial Advisers, Underwriters and Bookrunners will subscribe or procure
subscribers for the Convertible Bonds, subject to the terms of a subscription agreement to be
entered into between the Manager, the Trustee, and the Joint Financial Advisers, Underwriters
and Bookrunners.
30
31
32
The illustrative conversion price of S$2.33 is based on a 25% premium over an illustrative price of S$1.86 per Unit, (being
the last closing price on the Latest Practicable Date). The illustrative conversion price of S$2.79 is based on a 50% premium
over an illustrative price of S$1.86 per Unit, (being the last closing price on the Latest Practicable Date).
The actual figure will depend on the final gross proceeds raised under the Issue of Convertible Bonds.
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
36

8. THE PROPOSED ISSUE OF CONSIDERATION UNITS TO THE VENDOR
8.1 Overview of the Issue of Consideration Units to the Vendor
The Acquisition involves the proposed issue of such number of new Units to the Vendor of an
aggregate value of S$94.15 million as partial consideration for the Acquisition. The issue price
for the Consideration Units will be equal to the volume weighted average price per Unit for all
trades on the SGX-ST, in the ordinary course of trading, for the last 10 Market Days prior to (and
excluding) the date of Completion. For illustrative purposes, assuming that the issue price for the
Consideration Units is equal to S$1.86, 50,615,887 Consideration Units will be issued to the
Vendor.
8.2 Requirement for Unitholders’ Approval for the Issue of Consideration Units to the Vendor
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT and
Cheung Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders of the Manager,
all transactions between Suntec REIT and (i) Cheung Kong, (ii) Mr Lim Hwee Chiang, John
and/or (iii) an associate of Cheung Kong or Mr Lim Hwee Chiang, John shall be considered as
interested person transactions.
As the Vendor is a direct wholly-owned subsidiary of Cheung Kong and is therefore considered
an associate of Cheung Kong. In addition, as the Manager is 30.0% indirectly owned by Cheung
Kong, the Vendor is regarded as an associate of the Manager under the Listing Manual, and
Cheung Kong is regarded as a controlling shareholder of the Manager. As such, the Acquisition
will constitute an “interested person transaction” under Chapter 9 of the Listing Manual as well
as an “interested party transaction” under the Property Fund Guidelines.
8.3 Rationale for Issuing the Consideration Units to the Vendor
The issue of Consideration Units to the Vendor, as a wholly-owned indirect subsidiary of Cheung
Kong would align the interest of Cheung Kong with the Unitholders and demonstrate its
commitment and support to Suntec REIT.
8.4 Advice of the Independent Financial Adviser
Having considered the factors set out in the IFA Letter, and subject to the assumptions and
qualifications set out therein, the IFA is of the opinion that the issue of the Consideration Units
is on normal commercial terms and will not be prejudicial to the interests of Suntec REIT and its
minority Unitholders.
The IFA has therefore advised the Independent Directors to recommend that Unitholders vote in
favour of the issue of the Consideration Units.
8.5 Temporary Stock Counter
Suntec REIT’s policy is to distribute its Distributable Income on a quarterly basis to Unitholders.
In order to ensure fairness to holders of existing Units, the Consideration Units will only be
entitled to participate in Suntec REIT’s Distributable Income for the period commencing from the
date of the issue of the Consideration Units and thereafter. Suntec REIT will be announcing
cumulative dividends in respect of the period from 1 July 2007 to the day immediately preceding
the Issue Date.
The Consideration Units will be issued under a temporary stock counter, which will be
maintained for the period commencing from the Issue Date to Books Closure Date, which is
expected to be 7 November 2007. After the Books Closure Date, both the Consideration Units
37

and the existing Units will be aggregated and traded under the existing Suntec REIT stock
counter on the Main Board of the SGX-ST on the next market day.
The separate temporary stock counter for the Consideration Units is necessary to differentiate
the entitlement of existing Units to distribution for the period from 1 October 2007 to 31
December 2007 versus the entitlement of the Consideration Units to distribution for the period
commencing from the date of issue of the Consideration Units to 31 December 2007, in line with
current market practices.
Other than in respect of entitlement to dividends (which will be with effect from the Issue Date),
the Consideration Units would otherwise rank pari passu in all respects with the existing Units.
8.6 Status of the Consideration Units
The Consideration Units to be issued will only be entitled to participate in Suntec REIT’s
Distributable Income from the Issue Date onwards. From the Issue Date, the Consideration Units
will rank pari passu in all respects with the existing Units, including the right to any distribution
which may be paid for that distribution period, and all distributions thereafter.
9. THE GENERAL MANDATE
9.1 The General Mandate to issue Units and Convertible Securities
The Manager seeks the approval of Unitholders for a general mandate under Rule 887 of the
Listing Manual for the issue of new Units and/or convertible securities in FY2008 without the
prior specific approval of Unitholders in a general meeting, provided that such number of new
Units and convertible securities does not exceed 50.0% of the number of Units in issue at the
end of FY2007, of which the aggregate number of additional new Units and convertible securities
issued other than on a pro rata basis to Unitholders shall not be more than 20.0% of the number
of Units in issue at the end of FY2007. Pursuant to the General Mandate, Suntec REIT may issue
Units arising from the conversion of the convertible securities notwithstanding that the General
Mandate may have ceased to be in force at the time the Units are to be issued.
Where the terms of the issue of the convertible securities provide for adjustment to the number
of warrants or other convertible securities, in the event of rights, bonus or other capitalisation
issues, Suntec REIT may issue additional convertible securities notwithstanding that the
General Mandate may have ceased to be in force at the time the convertible securities are
issued.
9.2 Rationale for the General Mandate
Under Rule 887 of the Listing Manual, an issue of new Units (together with any other issue of
Units in the same financial year) may not exceed more than 10.0% of the number of Units in
issue without Unitholders’ approval.
In the event that the Acquisition is approved, as the Acquisition will constitute an “interested party
transaction” under the Property Funds Guidelines (see paragraph 4.3.2 for further details), the
Property Funds Guidelines requires the acquisition fee of S$9.4 million (being 1.0% of the
Agreed Consideration) payable to the Manager to be in the form of Units which shall not be sold
within one year from their date of issuance. The Manager will be receiving part payment of its
management fees in the form of Units to continue to align its interests with the Unitholders.
The Manager is of the view that the General Mandate will provide Suntec REIT flexibility for
further growth through the acquisition of new properties without the time and expense of
convening extraordinary general meetings.
38

The General Mandate will also allow Suntec REIT to raise funds through the issuance of Units
and/or convertible securities more expeditiously and be more responsive in the acquisition of
new properties in a competitive environment where timeliness in making bids and making
payment for acquisitions will give Suntec REIT an advantage.
Notwithstanding the General Mandate, Suntec REIT will nonetheless be required to make an
announcement and/or convene a meeting of Unitholders should an acquisition result in the
relevant thresholds in Chapter 9 of the Listing Manual relating to “interested person
transactions”, the relevant thresholds in the Property Funds Guidelines relating to “interested
party transactions” and/or the relevant thresholds in Chapter 10 of the Listing Manual relating to
“discloseable transactions” and “major transactions”.
10. THE VALUATION OF REAL ESTATE SUPPLEMENT
10.1 Valuation of Real Estate
The Manager proposes to amend the trust deed for the purpose of clarifying that the valuation
method for Real Estate (as defined therein) should be the same whether the Real Estate is held
indirectly through Special Purpose Vehicles (as defined therein) or held directly by Suntec REIT,
as there is no reason for the valuation method to differ in view of the fact that the role of Special
Purpose Vehicles is to hold Real Estate. Although it is appropriate to align the valuation method
of Real Estate held through Special Purpose Vehicles with the valuation method of Real Estate
held directly by Suntec REIT, such alignment will have a corresponding effect on the basis on
which the management fees are calculated.
(See Appendix H of this Circular for the proposed form of the Valuation of Real Estate
Supplement.)
11. RECOMMENDATIONS
11.1 On the Acquisition
Based on the opinion of the IFA (as set out in the IFA Letter in Appendix F of this Circular), Mr
Tan Kian Chew, Mrs Sng Sow-Mei (alias Poon Sow Mei) and Mr Lim Lee Meng, being the
Independent Directors, believe that the Acquisition and the entry into the Share Purchase
Agreement are based on normal commercial terms and would not be prejudicial to the interests
of Suntec REIT and its Unitholders.
Accordingly, the Independent Directors recommend that Unitholders vote at the EGM in favour
of the resolution to approve the Acquisition (Resolution 1).
11.2 On the Issue of Convertible Bonds
Given Suntec REIT’s relatively conservative Leverage Ratio and the interest cost savings, the
Directors consider the Issue of Convertible Bonds to be an efficient method of raising funds in
relation to the Acquisition as it allows Suntec REIT to diversify its capital markets funding
investor base and optimizing its capital structure.
Accordingly, the Directors recommend that Unitholders vote in favour of the resolution relating
to the Issue of Convertible Bonds (Resolution 2).
11.3 On the Issue of Consideration Units to the Vendor
Based on the opinion of the IFA (as set out in the IFA Letter in Appendix F of this Circular), Mr
Tan Kian Chew, Mrs Sng Sow-Mei (alias Poon Sow Mei) and Mr Lim Lee Meng, being the
Independent Directors, believe that the issue of Consideration Units is on normal commercial
terms and would not be prejudicial to the interests of Suntec REIT and its Unitholders.
39

Accordingly, the Independent Directors recommend that Unitholders vote in favour of the
resolution relating to the issue of Consideration Units to the Vendor (Resolution 3).
11.4 On the General Mandate
Having regard to the rationale for the General Mandate set out in paragraph 9.2 above, the
Manager believes that the General Mandate would be beneficial to, and is in the interests of,
Suntec REIT. Accordingly, the Manager recommends that Unitholders vote in favour of the
resolution relating to the General Mandate (Resolution 4).
11.5 On the Valuation of Real Estate Supplement
Based on the rationale for the Valuation of Real Estate Supplement set out in paragraph 10
above, the Independent Directors are of the opinion that the Valuation of Real Estate
Supplement would be on normal commercial terms and would not be prejudicial to the interests
of Suntec REIT or its minority Unitholders.
Accordingly, the Independent Directors recommend that Unitholders vote in favour of the
resolution relating to the Valuation of Real Estate Supplement (Resolution 5).
12. EXTRAORDINARY GENERAL MEETING
The EGM will be held at 2.30pm on 8 October 2007 at Level 3, Room 325 and 326, Suntec
Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City,
Singapore 039593, for the purpose of considering and, if thought fit, passing with or without
modification, the resolutions set out in the Notice of EGM of this Circular. The purpose of this
Circular is to provide Unitholders with relevant information about each of these resolutions.
Approval by way of an Ordinary Resolution of Unitholders is required in respect of the resolutions
relating to the Acquisition (Resolution 1), the issue of Consideration Units (Resolution 3) and the
General Mandate (Resolution 4) and by way of an Extraordinary Resolution in respect of each
of the other two resolutions proposed to be passed at the EGM.
A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak and
vote thereat unless he is shown to have Units entered against his name in the Depository
Register, as certified by CDP as at 48 hours before the EGM.
Unitholders should note that:
(a)
(b)
Notwithstanding that the resolution relating to the Issue of Convertible Bonds is
passed, the Manager is not obliged to, and has at all times the discretion whether or
not to proceed with the Issue of Convertible Bonds, having regard to market
conditions; and
the proceeds of the Issue of Convertible Bonds and Consideration Units are
intended to part finance the Total Acquisition Cost 33 . The Manager will not proceed
with the Issue of Convertible Bonds and Consideration Units in the event that
Unitholders’ approval of the Acquisition is not obtained. As such, the Issue of
Convertible Bonds and Consideration Units are subject to and conditional upon
Unitholders’ approval of the Acquisition.
13. PROHIBITION ON VOTING
Rule 919 of the Listing Manual prohibits interested persons and their associates (as defined in
the Listing Manual) from voting on a resolution in relation to a matter in respect of which such
33
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
40

persons are interested in at the EGM. The Manager, being an associate of Cheung Kong, is
prohibited from voting on the proposed Acquisition (Resolution 1) and the proposed issue of
Consideration Units (Resolution 3). The Manager has also undertaken to abstain from voting on
the proposed Issue of Convertible Bonds (Resolution 2).
Given that the Valuation of Real Estate Supplement (Resolution 5) directly affects the amount of
payment receivable by the Manager in respect of the management fee under the Trust Deed,
both the Manager and its associates are prohibited from voting on the resolution relating to the
Valuation of Real Estate Supplement.
14. ACTION TO BE TAKEN BY UNITHOLDERS
Unitholders will find enclosed in this Circular the Notice of Extraordinary General Meeting and a
Proxy Form.
If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on
his behalf, he should complete, sign and return the enclosed Proxy Form in accordance with the
instructions printed thereon as soon as possible and, in any event, so as to reach the registered
office of the Manager at 9 Temasek Boulevard, #09-01 Suntec Tower Two, Singapore 038989 not
later than 2.30pm on 6 October 2007, being 48 hours before the time fixed for the EGM. The
completion and return of the Proxy Form by a Unitholder will not prevent him from attending and
voting in person at the EGM if he so wishes.
Persons who have an interest in the approval of one or more of the resolutions must decline to
accept appointment as proxies unless the Unitholder concerned has specific instructions in his
Proxy Form as to the manner in which his votes are to be cast in respect of such resolutions.
15. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept responsibility for the accuracy of the
information given in this Circular and confirm, having made all reasonable enquiries, that to the
best of their knowledge and belief, the facts stated and opinions expressed in this Circular are
fair and accurate in all material respects as at the date of this Circular and there are no material
facts the omission of which would make any statement in this Circular misleading in any material
respect. Where information has been extracted or reproduced from published or otherwise
publicly available sources, the sole responsibility of the Directors has been to ensure through
reasonable enquiries that such information is accurately extracted from such sources or, as the
case may be, reflected or reproduced in this Circular.
The forecast consolidated financial information set out in paragraph 6 above and in Appendix
C of this Circular have been stated by the Directors after due and careful enquiry.
16. JOINT FINANCIAL ADVISERS, UNDERWRITERS AND BOOKRUNNERS’ RESPONSIBILITY
STATEMENT
The Joint Financial Advisers, Underwriters and Bookrunners confirm that, having made all
reasonable enquiries and to the best of their knowledge and belief, based on information made
available to them by the Manager, the information about the Issue of Convertible Bonds
contained in paragraph 7.1 and Appendix B of this Circular constitutes true disclosure of all
material facts about the Issue of Convertible Bonds as at the date of this Circular and they are
not aware of any material facts the omission of which would make any statement about the Issue
of Convertible Bonds contained in the said paragraph and appendix misleading in any material
respect as at the date of this Circular.
41

17. CONSENTS
Each of the Independent Accountants, the Independent Valuers and the IFA has given and has
not withdrawn its written consent to the issue of this Circular with the inclusion of its name and,
respectively, the Independent Accountants’ Report on the Profit Forecast, the Valuation
Certificates and the IFA Letter, and all references thereto, in the form and context in which they
are included in this Circular.
18. DOCUMENTS ON DISPLAY
Copies of the following documents are available for inspection during normal business hours at
the registered office of the Manager 34 at 9 Temasek Boulevard, #09-01 Suntec Tower Two,
Singapore 038989 from the date of this Circular up to and including the date falling three months
after the date of this Circular:
• the full valuation report on One Raffles Quay issued by Knight Frank;
• the full valuation report on One Raffles Quay issued by CBRE;
• the Share Purchase Agreement;
• the Supplemental Agreement;
• the Restated Shareholders Agreement;
• the ORQ Asset Management Agreement;
• the Trust Deed;
• the Independent Accountants’ Report on the Profit Forecast;
• the IFA Letter;
• the Audited Financial Statements; and
• the written consents of each of the Independent Accountants, the Independent Valuers and
the IFA.
The Trust Deed will also be available for inspection at the registered office of the Manager for
so long as Suntec REIT is in existence.
Yours faithfully
ARA Trust Management (Suntec) Limited
(as manager of Suntec Real Estate Investment Trust)
Company Registration No. 200410976R
Chiu Kwok Hung, Justin
Chairman and Director
34
Prior appointment will be appreciated.
42

GLOSSARY
In this Circular, the following definitions apply throughout unless otherwise stated:
% : Per centum or percentage
Acquisition : The proposed acquisition of a one-third interest in One Raffles
Quay through the acquisition of the entire issued share capital
of Comina from the Vendor
Acquisition Facilities : The revolving credit facilities of S$871 million put in place by
the Manager, to be used, together with the existing credit
facilities, to part-finance the Acquisition
Agreed Consideration : The agreed consideration payable to the Vendor in connection
with the Acquisition of S$941.5 million, negotiated on a willingbuyer
and willing-seller basis
Aggregate Leverage Ratio : The ratio of Suntec REIT’s borrowings and deferred payments
(including deferred payments for assets whether to be settled
in cash or Units) to the value of its Deposited Property
Audited Financial
Statements
: The audited financial statements of Suntec REIT and its
associates for the financial year ended 30 September 2006
Boulevard : Boulevard Development Pte Ltd
CBD : Central Business District
CBRE : CB Richard Ellis (Pte) Ltd
CDP : The Central Depository (Pte) Limited
Cheung Kong : Cheung Kong (Holdings) Limited
Chijmes : An Asia Pacific Culture Heritage Conservation development
with two historic buildings, Caldwell House and CHIJMES Hall.
The property is located at the crossroads of North Bridge Road
and Bras Basah Road in the city centre
Citi : Citigroup Global Markets Singapore Pte. Ltd.
Comina : Comina Investment Limited
Committed Occupancy : Occupancy rate based on current leases in respect of a
property as at 30 June 2007 or leases with commencement
dates after 30 June 2007, which as at 30 June 2007 has been
entered into or renewed by the tenant pursuant to a signed
commitment to lease
Completion : The completion of the Acquisition
Consideration Units : The Units to be issued by the Manager to the Vendor in
connection with the Acquisition
Conversion Period : Has the meaning ascribed thereto in Appendix B of this
Circular
43

Conversion Price : Has the meaning ascribed thereto in Appendix B of this
Circular
Conversion Units : The Units to be issued upon conversion of the Convertible
Bonds in accordance with the terms and conditions of the
issue of the Convertible Bonds
Convertible Bonds : Up to S$450.0 million aggregate principal amount of S$
Denominated Convertible Bonds convertible into Units
CPF : Central Provident Fund
Debt Financing : Suntec REIT’s existing and additional credit facilities and debt
financing
Deed of Income Support : The deed of income support dated 30 July 2007 between the
Vendor, the Trustee and the Guarantor, pursuant to which the
Vendor will undertake, for the 54 months starting from
Completion, to pay the Trustee quarterly instalments of up to
an aggregate amount of S$103.48 million (inclusive of GST)
Deferred Units : The 207,002,170 Units to be issued to Suntec City
Development Pte Ltd in part satisfaction of the purchase
consideration for the properties comprised in Suntec REIT’s
portfolio on the Listing Date. These Deferred Units will be
issued in six equal instalments, the first of which is to be made
on the date falling 42 months after the Listing Date and the rest
semi-annually thereafter
Deposited Property : The gross assets of Suntec REIT, including the Existing
Properties and all its authorised investments held or deemed
to be held upon the trusts under the Trust Deed
Deutsche Bank : Deutsche Bank AG, Singapore Branch
Directors : The directors of the Manager
Distributable Income : Suntec REIT’s taxable income and tax-exempt income (if any)
DPU : Distribution per Unit
EGM : The extraordinary general meeting of Unitholders to be held at
2.30 pm on 8 October 2007 at Level 3, Room 325 and 326,
Suntec Singapore International Convention & Exhibition
Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 to
approve the matters set out in the Notice of Extraordinary
General Meeting on pages I-1 to I-3 of this Circular
Enlarged Portfolio : Comprises the Existing Properties and the ORQ Interest
Existing Properties : Suntec City Mall, Suntec City Office Towers, Park Mall and
Chijmes (each an “Existing Property”)
Extraordinary Resolution : A resolution proposed and passed as such by a majority
consisting of 75.0% or more of the total number of votes cast
for and against such resolution at a meeting of Unitholders
convened in accordance with the provisions of the Trust Deed
44

Forecast Year : The financial year ending 30 September 2008
Freyland : Freyland Pte Ltd
FY2007 : The financial year ending 30 September 2007
FY2008 : The financial year ending 30 September 2008
General Mandate : The proposed general mandate to be given to the Manager for
the issue of new Units and/or convertible securities in FY2008
without the prior specific approval of Unitholders in a general
meeting, provided that such number of new Units and
convertible securities does not exceed 50.0% of the number of
Units in issue at the end of FY2007, of which the aggregate
number of new Units and convertible securities issued other
than on a pro rata basis to Unitholders shall not be more than
20.0% of the number of Units in issue at the end of FY2007
Gross Lettable Area : Area in the strata lots in a building that is to be leased,
including common areas such as common corridors, lift shafts,
fire escape staircases and toilets and excluding carpark
Gross Rent : Means, in respect of Suntec REIT, base rental income (after
rent rebates, refunds, credits or discounts and rebates for rent
free periods and business tax (where applicable), but
excluding turnover rent), service charge (which is a
contribution paid by tenant(s) towards covering the operating
maintenance expenses of the relevant property) and licence
fees (where applicable), and in the case of Suntec City Mall,
promotion fund contribution payable by the tenants; and to the
extent Gross Rent is in respect of ORQPL, means all rental
income (after deduction of rent rebates, rent-free periods and
adjustments, where applicable, but excluding turnover rent)
and tenant service charges, if any which is contribution paid by
tenants towards property expenses, received by ORQPL from
the operation of One Raffles Quay
Gross Revenue : Means, in respect of Suntec REIT, (i) Gross Rent and (ii) other
income earned from the relevant property or properties and to
the extent Gross Revenue is in respect of ORQPL, means all
rents, premiums, license fees, service charges and other
income or revenue derived from all rights of occupation or use
of One Raffles Quay (comprising recoveries from tenants,
licensees and concessionaires for utilities and other services
and other income including, without limitation, car park
revenues attributable to the operation of One Raffles Quay)
and the proceeds of any payment under any insurance policy
against loss of rent or other income from One Raffles Quay but
excluding receipts of a capital nature and bad debts
Group Company : ORQPL and each of its subsidiaries
Guarantor : Cheung Kong Investment Company Limited
Hongkong Land
International
: Hongkong Land International Holdings Limited
45

Hongkong Land : Hongkong Land Limited
IFA : Ernst & Young Corporate Finance Pte Ltd
IFA Letter : The letter issued by the IFA annexed as Appendix F of this
Circular
Independent Accountants : KPMG
Independent Directors : The independent directors of the Manager, being Mr Tan Kian
Chew, Mrs Sng Sow-Mei (alias Poon Sow Mei) and Mr Lim Lee
Meng
Independent Valuers : CBRE and Knight Frank
IPO Properties : Suntec City Mall and Suntec City Office Towers (as defined in
the Prospectus)
Issue Date : The date on which the Consideration Units are issued
Issue of Convertible Bonds : The proposed placement of such number of Convertible Bonds
so as to raise gross proceeds of up to approximately
S$450,000,000 million in order to part-finance the Total
Acquisition Cost 35
Joint Financial Advisers,
Underwriters and
Bookrunners
: Citi and Deutsche Bank
Joynote : Joynote Ltd, an indirect wholly-owned subsidiary of Cheung
Kong
Joynote Loan : The outstanding shareholder’s loan made by Joynote to
ORQPL together with all accrued but unpaid interest thereon
K-REIT Asia : A real estate investment trust constituted in the Republic of
Singapore pursuant to a trust deed dated 28 November 2005
(as amended)
Keppel Land Properties : Keppel Land Properties Pte Ltd
Knight Frank : Knight Frank Pte Ltd
Latest Practicable Date : 13 September 2007, being the latest practicable date prior to
the printing of this Circular
Leverage Ratio : The ratio of Suntec REIT’s borrowings (excluding deferred
payments for assets whether to be settled in cash or Units) to
the value of its Deposited Property
Listing Date : 9 December 2004, being the date of admission of Suntec REIT
to the Official List of the SGX-ST
Listing Manual : The Listing Manual of the SGX-ST
Manager : ARA Trust Management (Suntec) Limited, as manager of
Suntec REIT
35
Excluding the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST).
46

Market Day : A day on which the SGX-ST is open for trading in securities
MAS : Monetary Authority of Singapore
Maturity Date : Has the meaning ascribed thereto in Appendix B of this
Circular
MBFC : Marina Business and Financial Centre
MCST : Management Corporation Strata Title Plan No. 2197, the
management corporation of Suntec City established under
Part IV of the Land Titles (Strata) Act
MRT : Mass Rapid Transit
NAV : Net asset value
Net Leased Area : Net Lettable Area that is leased out as of 30 June 2007
Net Lettable Area or NLA : Area in the strata lots in a building that is to be leased,
excluding common areas such as common corridors, lift
shafts, fire escape staircases and toilets, and is usually the
area in respect of which rent is payable
North Tower : The 50-storey office tower with approximately 765,902 sq ft
Net Lettable Area of One Raffles Quay
NPI or Net Property Income : Comprises Gross Revenue less property operating expenses
NTA : Net tangible assets
One Raffles Quay : The building known as One Raffles Quay erected on the whole
of Lot 175C of Town Subdivision 30, and the whole of the
subterranean space below Lot 175C of Town Subdivision 30
known as Lot 80002A of Town Subdivision 30 for a term of 99
years commencing from 13 June 2001
Ordinary Resolution : A resolution proposed and passed as such by a majority being
greater than 50.0% or more of the total number of votes cast
for and against such resolution at a meeting of Unitholders
convened in accordance with the provisions of the Trust Deed
ORQ Interest : An indirect one-third interest in One Raffles Quay through the
acquisition of the entire share capital of Comina
ORQ Asset Management
Agreement
: The asset management agreement dated 31 August 2007
made between ORQPL and RQAM relating to the provision of
asset management services in respect of One Raffles Quay
ORQPL : One Raffles Quay Pte Ltd
Park Mall : The residue of the leasehold estate in respect of the whole of
Lot 259A of Town Subdivision 20 for a term of 99 years
commencing from 2 June 1969 on the terms of the Head
Lease, held under the Certificate of Title Volume 96 Folio 93,
together with the building erected thereon and known as “Park
Mall”, 9 Penang Road, Singapore 238459
Platinum : Platinum AC1 Limited
47

Property Funds Guidelines : The guidelines for property funds issued by the MAS as
Appendix 2 to the Code on Collective Investment Schemes
Property Value : The value of the properties or relevant property held by Suntec
REIT, with the initial value of each property being its initial
acquisition cost (including any applicable stamp duty, tax and
other related acquisition cost) and subsequently its valuation
by an independent approved valuer obtained on an annual
basis
Prospectus : The prospectus dated 29 November 2004 issued by Suntec
REIT in connection with its initial public offering of Units
Purchaser Loan : The loan that the Trustee shall extend to ORQPL to enable
ORQPL to repay to Joynote the outstanding shareholder’s
loan made by Joynote to ORQPL together with all accrued but
unpaid interest thereon
Real Estate : Shall have the meaning defined in the Trust Deed
REITs : Real estate investment trust
Restated Shareholders’
Agreement
: The restated shareholders’ agreement which will govern the
rights and duties between the shareholders of ORQPL upon
the completion of either Suntec REIT’s or K-REIT Asia’s
acquisition of ORQPL shares, whichever is earlier
RQAM : Raffles Quay Asset Management Pte Ltd
RQAM Restructuring : The transfer of the share capital of RQAM from ORQPL to
Charm Aim International Limited, K-REIT Asia Property
Management Pte Ltd and Hongkong Land (Singapore) Pte Ltd
S$ and cents : Singapore dollars and cents
SCDPL : Suntec City Development Pte Ltd
Securities Act : United States Securities Act of 1933, as amended
SGX-ST : Singapore Exchange Securities Trading Limited
Share Consideration : The amount equals to the Agreed Consideration less
Purchaser Loan, subject to adjustments calculated based on
one-third of the net asset value of ORQPL as at the date of
Completion
Share Purchase Agreement : The conditional share purchase agreement dated 30 July 2007
made between the Trustee, the Vendor and the Guarantor in
connection with the acquisition of the Vendor’s shareholding in
Comina
Shareholders : Freyland, Comina and RBC Dexia Trust Services Singapore
Limited (in its capacity as trustee for K-REIT Asia)
48

Shareholders’ Agreement : The shareholders’ agreement dated 28 March 2001 made
between Freyland, Comina, Boulevard, Hongkong Land
International, CKH China Enterprises Limited, Keppel Land
Properties and ORQPL governing the rights and duties
between Freyland, Comina and Boulevard as shareholders of
ORQPL
SIC : Securities Industry Council
South Tower : The 29-storey office tower with approximately 565,659 sq ft of
Net Lettable Area of One Raffles Quay
Special Purpose Vehicle : Shall have the meaning defined in the Trust Deed
sq ft : Square foot/feet
sq m : Square metre(s)
Substantial Unitholder : A person with an interest in one or more Units constituting not
less than 5.0% of all Units in issue
Sunshine : Sunshine Assets Limited
Suntec City : Suntec City, a commercial development comprising Suntec
City Mall, five office towers and the Suntec Singapore
International Convention and Exhibition Centre
Suntec City Mall : A three storey linear shaped mall and an eight storey shopping
podium within Suntec City comprising 95 strata lots, all of
which are owned by Suntec REIT
Suntec City Office Towers : The strata lots in the five office towers in Suntec City which are
owned by Suntec REIT, comprising:
(a)
(b)
(b)
(d)
(e)
10 strata lots in Suntec Tower One;
3 strata lots in Suntec Tower Two;
76 strata lots in Suntec Tower Three;
all the 40 strata lots in Suntec Tower Four; and
all the 15 strata lots in Suntec Tower Five
Suntec REIT : Suntec Real Estate Investment Trust, a unit trust constituted
on 1 November 2004 under the laws of the Republic of
Singapore
Supplemental Agreement : The supplemental agreement to the Share Purchase
Agreement entered into between the Trustee and the Vendor
Takeover Code : The Singapore Code on Take-overs and Mergers issued by the
MAS pursuant to Section 139(2) of the Securities and Futures
Act, Chapter 289 of Singapore
Total Acquisition Cost : Shall have the meaning ascribed to it in Clause 3.4
49

Trading Day : A day when the SGX-ST is open for dealing business, provided
that if no closing price is reported in respect of the relevant
Units on the SGX-ST for one or more consecutive dealing days
such day or days will be disregarded in any relevant
calculation and shall be deemed not have existed when
ascertaining any period of dealing days
Trust Deed : The trust deed dated 1 November 2004 constituting Suntec
REIT, as supplemented by a first supplemental trust deed
dated 25 January 2006, a second supplement trust deed dated
20 April 2006 and a third supplement trust deed dated 30 July
2007 made between the Trustee and the Manager, as
amended, varied, or supplemented from time to time
Trustee : HSBC Institutional Trust Services (Singapore) Limited, as
trustee of Suntec REIT
Unit : A unit representing an undivided interest in Suntec REIT
Unitholder : A Depositor whose securities account with CDP is credited
with Unit(s)
Valuation Certificates : The valuation certificates on One Raffles Quay as attached as
Appendix E of this Circular
Valuation of Real Estate
Supplement
: The proposed supplement to the Trust Deed in connection with
clarifying that the method of valuation of Real Estate should be
the same whether it is held indirectly through Special Purpose
Vehicles or held directly by Suntec REIT
Vendor : Cavell Limited
VWAP : The volume weighted average price per Unit for all trades on
the SGX-ST, in the ordinary course of trading
The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them
respectively in Section 130A of the Companies Act, Chapter 50 of Singapore.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders.
References to persons shall include corporations.
Any reference in this Circular to any enactment is a reference to that enactment for the time being
amended or re-enacted.
Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise
stated.
Any discrepancies in the tables, charts or diagrams between the listed figures and totals thereof in this
Circular are due to rounding. Where applicable, figures and percentages are rounded off to one decimal
place, figures expressed in ‘000 are rounded off to the nearest thousand and measurements in square
metres (“sq m”) are converted to square feet (“sq ft”) and vice versa based on the conversion rate of
1 sq m = 10.764 sq ft.
50

APPENDIX A
ONE RAFFLES QUAY AND THE EXISTING PROPERTIES
The following sections set out selected information in respect of One Raffles Quay and the Existing
Properties. This Circular contains certain information with respect to the trade sectors of the tenants of
One Raffles Quay and the Existing Properties. The Manager has determined the trade sectors in which
these tenants are primarily involved based upon the Manager’s general understanding of the business
activities conducted by these tenants in the premises occupied by them. The Manager’s knowledge of
the business activities of these tenants is necessarily limited and these tenants may conduct business
activities that are in addition to, or different from, those shown herein.
1. ONE RAFFLES QUAY
One Raffles Quay is a prime landmark commercial development located in Singapore’s CBD
comprising a 50-storey office tower (the “North Tower”), a 29-storey office tower (the “South
Tower”), an underground link to the Raffles Place MRT station, a sheltered plaza serving as a
drop-off point and a hub car park with 713 car park lots.
With its underground link to the Raffles Place MRT station, One Raffles Quay enjoys excellent
connectivity and accessibility along the North-South and East-West MRT lines. In addition, One
Raffles Quay is also well-positioned to capitalise on the future growth of the Marina Bay area,
including the proposed Integrated Resort, Marina Business and Finance Centre and other
commercial and recreational developments in the area, given its proximity to Marina Bay.
One Raffles Quay has a large and diversified tenant base comprising 26 office tenants and five
retail tenants as well as a Committed Occupancy of 100.0% for the North Tower and the South
Tower (as at 30 June 2007). The major office tenants include ABN AMRO Asia Pacific Pte Ltd,
Barclays PLC, Credit Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst &
Young Services Pte Ltd and UBS AG.
Given its prime location, excellent accessibility and quality asset, the Manager believes that the
Acquisition provides Suntec REIT with a value-adding opportunity to generate sustainable growth
for Unitholders.
The table below sets out a summary of selected information on One Raffles Quay as at 30 June
2007:
Gross Lettable Area (sq ft) 1,339,407
Net Lettable Area (sq ft) 1,335,576
Number of Tenants (1) 31
Car Park Lots (1) 713
Title Leasehold estate of 99 years commencing from 13 June 2001
Temporary Occupation Permits 24 April 2006 (South Tower) and 26 October 2006 (North Tower)
Valuation (S$ million) (2) 941.5
Committed Occupancy (%) 100.0
Notes:
(1) Reflects a 100% interest in One Raffles Quay.
(2) Reflects a one-third interest in One Raffles Quay.
A-1

Based on ORQ Interest
Forecast Year
(financial year ending 30 September 2008)
(S$ million)
Net Property Income (1) 39.6
Note:
(1) Includes dividend income, interest income and rental income support net of all taxes.
1.1 Lease Expiry Profile for One Raffles Quay (as at 30 June 2007)
The chart below illustrates the committed lease expiry profile of One Raffles Quay by Net Lettable
Area.
Year
% of Total Net Lettable Area
2007–2010 4.3
2011 and beyond 95.7
1.2 Trade Sector Analysis for One Raffles Quay (as at 30 June 2007)
The chart below provides a breakdown by Net Leased Area of the different trade sectors
represented in One Raffles Quay.
Real Estate and Property
Services,1.4%
Trading,1.9%
Others, 3.9%
Banking, Insurance
and Financial Services, 92.8%
A-2

2. EXISTING PROPERTIES
The table below sets out selected information about the Existing Properties as at 30 June 2007.
Suntec City Mall
and Suntec City
Office Towers Park Mall Chijmes
Land Area (sq ft) 1,258,586 83,099 154,063
Net Lettable Area (sq ft) 2,070,375 270,191 79,977
Number of Tenants 470 120 29
Parking Lots 3,073 (1) 346 97
Title
Purchase Price
(S$ million)
Valuation (S$ million)
(as at 31 March 2007)
Net Property Income
(S$ million)
Leasehold tenure
of 99 years
commencing from
1 March 1989
Leasehold tenure
of 99 years
commencing from
2 June 1969
Leasehold tenure
of 99 years
commencing from
13 May 1991
2,107 230 128
3,470 266 135
Forecast Year 135.7 12.6 7.0
Committed Occupancy (%) 98.5 99.3 96.7
Note:
(1) All of the parking lots at Suntec City Mall and Suntec City Office Towers are owned by Management Corporation
Strata Title Plan No. 2197, the management corporation of Suntec City established under Part IV of the Land Titles
(Strata) Act (the “MCST”). The purchase price, valuation and income statistics do not relate in any manner to these
parking lots.
2.1 Lease Expiry Profile for the Existing Properties as at 30 June 2007
The table below illustrates the lease expiry profile of the Existing Properties by Net Lettable Area.
Year
Expiry (as % of Total Net Lettable Area)
2007 4.7%
2008 29.8%
2009 33.8%
2010 26.0%
2011 & Beyond 5.7%
A-3

2.2 Trade Sector Analysis for Existing Properties as at 30 June 2007
The chart below provides a breakdown by Net Leased Area of the different trade sectors
represented in the Existing Properties.
Hypermarket, 6.0%
Homeware and Home
Furnishings, 4.3%
Gifts and Speciality/Books/
Hobbies/Toys, 1.9%
Services/Educational, 3.3%
Leisure and Entertainment/
Sports and Fitness, 6.0%
Real Estate and Property
Services, 2.3%
Trading, 6.9%
Manufacturing, 1.5%
Shipping and Freight
Forwarding, 2.6%
Others, 6.8%
Government and
Government-Linked Offices,
5.6%
Food and Beverage, 9.6%
Legal, 1.1%
Fashion, 5.4%
Consultancy/Services,
2.4%
Electronics/Technology,
1.6%
Banking, Insurance and
Financial Services, 15.4%
Institutions/Schools, 1.8%
Technology, Services and
Consultancy, 15.5%
3. ENLARGED PORTFOLIO (COMPRISING ONE RAFFLES QUAY AND THE EXISTING
PROPERTIES)
The table below sets out selected information about the Enlarged Portfolio.
ORQ Interest Existing Properties Enlarged Portfolio
Net Lettable Area (sq ft) 445,192 2,420,543 2,865,735
Number of tenants (1) 31 619 650
Parking Lots (1) 713 3,516 (2) 4,229
Valuation (S$ million) 941.5 (3) 3,871 4,812.5
Committed Occupancy (%) 100.0 98.5 98.7
Forecast Year (financial year ending 30 September 2008)
(S$ million)
Net Property Income (4) 39.6 155.3 194.9
Notes:
(1) Reflects 100% interest in One Raffles Quay.
(2) This figure includes the 3,073 parking lots at Suntec City Mall and Suntec City Office Towers, which are owned by
MCST. The purchase price, valuation and income statistics do not relate in any manner to these parking lots.
(3) Reflects a one-third interest in One Raffles Quay.
(4) Includes dividend income, interest income and rental income support net of all taxes.
A-4

3.1 Lease Expiry Profile for the Enlarged Portfolio (as at 30 June 2007)
The table below illustrates the committed lease expiry profile of the Existing Properties and One
Raffles Quay by Net Lettable Area.
Year
Expiry (as % of Total Net Lettable Area)
2007 3.0%
2008 19.5%
2009 21.8%
2010 18.0%
2011 & Beyond 37.7%
3.2 Trade Sector Analysis for Enlarged Portfolio (as at 30 June 2007)
The chart below provides a breakdown by Net Leased Area of the different trade sectors
represented in the Existing Properties and the ORQ Interest.
Leisure and Entertainment/
Sports and Fitness, 3.8%
Homeware and Home
Furnishings, 2.7%
Gifts and Speciality/Books/
Hobbies/Toys, 1.2%
Food and Beverage, 6.2%
Legal, 1.3%
Fashion, 3.5%
Services/Educational, 2.1%
Hypermarket,
3.8%
Real Estate and Property
Services, 1.9%
Trading, 4.4%
Manufacturing, 1.0%
Shipping and Freight
Forwarding, 1.7%
Others, 4.9%
Government and
Government-Linked Offices,
3.6%
Consultanc /Services,
2.0%
Electronics/Technology,
1.0%
Technology, Services and
Consultancy, 9.9%
Institutions/Schools, 1.0%
Banking, Insurance and
Financial Services, 44.0%
A-5

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APPENDIX B
PRINCIPAL TERMS OF THE CONVERTIBLE BONDS
By approving the Issue of Convertible Bonds, Unitholders will be deemed to have also approved
the principal terms of the Convertible Bonds as set out below, together with the terms which are
incidental or ancillary to such terms.
Issuer : Suntec REIT
Convertible Bonds : Up to S$450,000,000 aggregate principal amount of
Convertible Bonds convertible into Units.
Issue Price : The Convertible Bonds will be issued at 100.0% of their
aggregate principal amount.
Method of Issue : Placement to institutional and other investors pursuant to
sections 274 and 275 of the Securities and Futures Act,
Chapter 289 of Singapore and in offshore transactions
pursuant to Regulation S under the U.S. Securities Act.
Interest : The Convertible Bonds will bear interest from the Issue Date at
the rate of 2.0% – 4.0% per annum, payable semi-annually in
arrears.
Yield-to-Put/Maturity : 2.0% – 4.0% per annum, calculated on a semi-annual basis.
Maturity Date : Up to 7 years from the date of issue of the Convertible Bonds.
Status of the Convertible
Bonds
: The Convertible Bonds will constitute direct, unsubordinated,
unconditional and unsecured obligations of the Issuer and will
at all times rank pari passu and without any preference or
priority among themselves. The payment obligations of the
Issuer under the Convertible Bonds shall, save for such
exceptions as may be provided by mandatory provisions of
applicable law, at all times rank at least equally with all of its
other present and future direct, unsubordinated, unconditional
and unsecured obligations other than subordinated obligations
and priorities created by law.
Conversion Period : Subject to certain conditions, the Convertible Bonds are
convertible at any time on and after 41 days after the closing
date to 10th day before Maturity Date or, if the Convertible
Bonds shall have been called for redemption before a date to
be fixed, then up to a date no later than seven business days 1
(at the place where the certificate evidencing such Bonds is
deposited for conversion) prior to the date fixed for redemption
thereof.
Conversion Premium : 25% – 50% premium over the closing Unit price on the last
business day prior to launch of the Issue of Convertible Bonds.
1
The term “business day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in such place.
B-1

Conversion Price : For illustrative purposes only, between S$2.33 and S$2.79,
based on S$1.86, being the closing Unit price on the last
business day prior to the Latest Practicable Date and
assuming the Conversion Premium as described above.
In lieu of delivery of some or all of the Conversion Units
required to be delivered upon the exercise of a conversion
right, the Issuer may elect to pay a cash settlement amount in
respect of all or any portion of a holder’s Convertible Bonds
deposited for conversion. The cash settlement amount is the
product of (a) the number of Conversion Units in respect of
which the Issuer has elected the cash settlement option and
(b) the arithmetic average of the volume weighted average
price of the Units for each day during the ten (10) Trading Days
immediately following and excluding the date on which the
Issuer elects the cash settlement option.
Adjustments to the
Conversion Price
: The Conversion Price will be subject to adjustment for,
amongst other things, consolidation or subdivision,
capitalisation of profits or reserves, excess distribution, rights
issues of units or options over units, rights issues of other
securities, issues at less than current market price and
modification of rights of conversion.
Dividend Protection : The Conversion Price will be adjusted for Distributions in
excess of a certain threshold to be decided prior to launch of
the Convertible Bonds.
Redemption of the
Convertible Bonds
: Unless previously redeemed, converted or purchased and
cancelled, the Issuer will redeem each Convertible Bond at
100% of its principal amount on the Maturity Date.
Early Redemption Amount : An amount equal to 100% of the principal amount of the
Convertible Bonds being redeemed.
Issuer Call Option : Issuer may redeem some or all of the Convertible Bonds for
the Early Redemption Amount plus accrued interest, on or
after the first, second, third, fourth, fifth or sixth anniversary of
the Convertible Bonds’ issue date, which is to be agreed, if the
Closing Price of the Units is at least 130% of the Early
Redemption Amount divided by the Conversion Ratio (as
specified under the terms of the Convertible Bonds) for a
period of 20 consecutive Trading Days falling within the period
of 30 consecutive Trading Days immediately preceding the
date of the notice of redemption.
Investor Put Option : May be exercised on a date which is to be agreed, to be within
(and including) year 1 to 6 during the life of the Convertible
Bonds, at the Early Redemption Amount of the Convertible
Bonds plus interest accrued to the date of redemption, to be
decided prior to launch of the Convertible Bonds.
Transfer of the Convertible
Bonds
: The Convertible Bonds will be traded on the SGX-ST in a
minimum board lot size of S$250,000 for so long as the
Convertible Bonds are listed on the SGX-ST.
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Listing : Application will be made to the SGX-ST for permission to list
the Convertible Bonds on the Main Board of the SGX-ST.
Governing Law : The Convertible Bonds will be governed by, and construed in
accordance with, English law.
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APPENDIX C
PROFIT FORECAST
Statements contained in this section which are not historical facts may be forward-looking statements.
Such statements are based on the assumptions set forth in this section and are subject to certain risks
and uncertainties which could cause actual results to differ materially from those forecast. Under no
circumstances should the inclusion of such information herein be regarded as a representation,
warranty or prediction with respect to the accuracy of the underlying assumptions by the Manager or
any other person nor that these results will be achieved or are likely to be achieved.
The following tables set out Suntec REIT’s forecast consolidated statements of net income for the
Forecast Year (financial year ending 30 September 2008). The forecast has been examined by the
Independent Accountants and should be read together with their report contained in Appendix D of this
Circular as well as the assumptions and sensitivity analysis set out below.
The Profit Forecast has been prepared assuming a draw down of S$420.9 million under the Debt
Financing, an issue of S$450.0 million of Convertible Bonds and an issue of S$94.1 million of
Consideration Units. The forecast consolidated statement of total return and distribution per unit will
vary depending on the amount of Debt Financing drawn down and Convertible Bonds issued.
Forecast Consolidated Statement of Total Return
Existing
Properties (1)
FY2008
S$(’000)
Enlarged
Portfolio (2)
FY2008
S$(’000)
Gross Revenue 212,064 212,064
Property expenses (56,809) (56,809)
Net property income 155,255 155,255
Other income (3) — 27,741
Finance income 10,950 23,795
Finance expenses (41,480) (75,753)
Net financing costs (30,530) (51,958)
Asset management fees (18,829) (23,755)
Trust expenses (2,282) (2,446)
Net income before share of profit in jointly controlled entity 103,614 104,837
Share of profit of jointly controlled entity — 4,051
Net income before tax 103,614 108,888
Income tax expense — (4,993)
Total return for the year 103,614 103,895
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Existing
Properties (1)
FY2008
S$(’000)
Enlarged
Portfolio (2)
FY2008
S$(’000)
Reconciliation from total return for the year to income available for distribution
Net income before share of profit in jointly controlled entity 103,614 104,837
Net tax adjustments (4) 18,917 29,046
Taxable income 122,531 133,883
Less: Income tax expense — (4,993)
Add: Dividend income (5) — 4,051
Income available for distribution 122,531 132,941
Total issued and issuable units (’000) (excluding Deferred Units) (6) 1,472,456 1,530,263
Distribution per unit based on the total number of units entitled to
distribution (cents) (excluding Deferred Units) (7) 8.32 8.69
Total issued and issuable units (’000) (including Deferred Units) (8) 1,644,958 1,702,765
Distribution per unit based on the total number of units entitled to
distribution (cents) (including Deferred Units) (9) 7.45 7.81
Notes:
(1) This relates to the forecast results of the Existing Properties for FY2008.
(2) This relates to the forecast results of the Enlarged Portfolio for FY2008 assuming the completion of the Acquisition on 1
October 2007.
(3) This relates to the income support derived from the Deed of Income Support from the Vendor.
(4) These comprise mainly asset management fees payable in units, amortization of transaction costs, non-deductible interest
expense, trustee fees and fit-out subsidies granted to tenants.
(5) This relates to dividend income to be received by Suntec REIT from Comina.
(6) This includes of the Manager’s forecast of Units to be issued as partial satisfaction of asset management fee incurred for
FY2008 and the first instalment of the Deferred Units assumed to be issued in June 2008 (i.e. the date falling 42 months
after 9 December 2004, being the completion of the sale and purchase of the initial portfolio of properties) and the rest
semi-annually thereafter.
(7) This is based on income available for distribution over total issued and issuable units (excluding the remaining balance of
five equal instalments of the Deferred Units) as at 30 September 2008.
(8) Deferred Units, comprising the remaining balance of five instalments, will be issued to SCDPL in satisfaction of deferred
payment consideration for the purchase of the properties. The Deferred Units will be issued in six equal instalments, with
the first instalment assumed to be issued in June 2008 (i.e. the date falling 42 months after 9 December 2004, being the
completion of the sale and purchase of the initial portfolio of properties) and the rest semi-annually thereafter.
(9) This is based on income available for distribution over total issued and issuable units (including the remaining balance of
the five equal instalments of the Deferred Units) as at 30 September 2008.
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Assumptions — Existing Properties and Enlarged Portfolio
The major assumptions made in preparing the forecast consolidated statement of total return and
distribution statement for the Existing Properties and the Enlarged Portfolio are set out below. The
Manager considers these assumptions to be appropriate and reasonable as at the date of this Circular.
(I)
Gross Revenue
Gross Revenue comprises (i) Gross Rent; and (ii) other income earned from the Existing
Properties. A summary of the assumptions which have been used in calculating the Gross
Revenue is set out below:
(a)
Gross Rent
Gross Rent consists of base rental income (after any rent rebates, where applicable, but
excluding turnover rent), service charge and, for tenants of Suntec City Mall, promotion fund
contributions. Rents paid under Suntec REIT’s lease agreements are generally fixed for the
tenure of the lease period.
(i)
Base rental income
The base rental income is based on the rents payable by the tenants under their leases
(after rent rebates, where applicable, but excluding turnover rent). For the Existing
Properties, the Manager has forecast that the base rental income will be S$170.7 million
for the Forecast Year.
(ii)
Service charge and promotion fund contributions
The service charge is a contribution paid by tenants towards the Property Expenses of the
Existing Properties, while the promotion fund contribution is a contribution only by the
tenants of Suntec City Mall towards the advertising and promotional expenditure of Suntec
City Mall to attract shoppers. For the Existing Properties, the Manager has forecast that the
total service charge and promotion fund contribution will be S$32.8 million for the Forecast
Year.
The percentage of forecast Gross Rent (excluding turnover rent) attributable to committed
leases (including letters of offer which are to be followed up with tenancy agreements to be
signed by parties) for the Existing Properties as at 31 March 2007, is as follows:
Forecast Year
(financial year ending
30 September 2008)
Gross Rent attributable to committed leases (as a percentage
of total Gross Rent, excluding turnover rent)
63.5%
In order to forecast the Gross Rent, the Manager has, in the first instance, used rent
payable under the committed leases. For the Existing Properties, the Manager has forecast
that the Gross Rent will be S$203.5 million for the Forecast Year.
Following the expiry of a committed lease during the period from 1 October 2007 to 30
September 2008, the Manager has used the following process to forecast the Gross Rent
for the period following such expiry:
• The Manager has assessed the market rent for each portion of lettable area as at 31
March 2007. The market rent is the rent which the Manager believes could be
achieved if each lease was renegotiated as at 31 March 2007 and is estimated with
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eference to (i) Gross Rent payable pursuant to comparable leases for tenancies that
have recently been negotiated, (ii) the effect of competing retail and office properties,
(iii) assumed tenant retention rates on lease expiry, (iv) likely market conditions, (v)
inflation levels and (vi) tenant demand levels.
• If a committed lease expires in the financial year ending 30 September 2008, the
Manager has assumed that the rental rates payable under the new lease (or lease
renewal) will be the market rent, increased by the projected growth rate in accordance
with the methodology set out in paragraph (c) below, or the actual rent committed (if
the lease agreement or letter of offer has been entered into).
(b)
Other Income
Other income includes income earned from the operations of the car park at Park Mall, income
from existing licence agreements, income from air-conditioning, water and electricity charges to
tenants, rental of atrium space, turnover rent, if any, and other miscellaneous income.
The assessment of other income earned for the Forecast Year is based on existing agreements,
current income collections and the Manager’s assessment of the other income to be generated
by the Existing Properties. In order to project other income for the Forecast Year, the Manager
has forecast that other income will be S$8.6 million, having taken into consideration the historical
trend of such income achieved.
(c)
Rental Growth Rates
The table below summaries the rental growth rates assumed for the forecast for the Existing
Properties. These growth assumptions reflect the Manager’s assessment of the rental growth
rates, after having regard to (i) the estimated rate of consumer price inflation in Singapore; (ii)
the outlook for the general economy including gross domestic product growth rates; (iii) the
demand level for tenancies in the Existing Properties; and (iv) the outlook for retail sales in
Singapore.
The rental growth rates have been used to forecast the Gross Rent payable under the new
leases (or lease renewals) signed in the Forecast Year. The rental growth rates set out below are
annual compounded figures.
Existing Properties
Office
Retail
Forecast Year
(financial year ending
30 September 2008)
18.4%
9.7%
(d)
Lease renewals and vacancy allowances
Office
For leases expiring between 1 October 2007 and 30 September 2008, where the actual vacancy
periods are already known pursuant to commitments to lease which are in place as at 31 March
2007, the actual vacancy periods have been used in the forecast.
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For the other leases expiring between 1 October 2007 and 30 September 2008, it has been
assumed that leases representing 63.0% of the Gross Rent derived from such leases expiring
in FY 2008 will be renewed and will not experience any vacancy period. It has been assumed
that leases representing the remaining 37.0% of the Gross Rent (excluding turnover rent)
derived from the other leases expiring between 1 October 2007 and 30 September 2008 will
experience an average three-month vacancy period before rent becomes payable under a new
lease.
Retail
For leases expiring between 1 October 2007 and 30 September 2008, where the actual vacancy
periods are already known pursuant to commitments to lease which are in place as at 31 March
2007, the actual vacancy periods have been used in the forecast.
For the other leases expiring between 1 October 2007 and 30 September 2008, it has been
assumed that leases representing 84.0% of the Gross Rent derived from such leases expiring in
FY 2008 will be renewed and will not experience any vacancy period. It has been assumed that
leases representing the remaining 16.0% of the Gross Rent (excluding turnover rent) derived from
the other leases expiring between 1 October 2007 and 30 September 2008 will experience an
average three-month vacancy period before rent becomes payable under a new lease.
(II)
(a)
Property Expenses for the Existing Properties
Maintenance Charges
Since Suntec City Office Towers and Suntec City Mall are part of a strata-titled development, the
Management Corporation is responsible for the repair, maintenance and operations of the
common property of Suntec City, and the owners of the strata-titled units are required to make
contributions to the Management Corporation based on their respective share values in Suntec
City.
It has been assumed that the existing contribution rate of S$21.80 per share value per month
payable by the subsidiary proprietors of Suntec City would be maintained for the Forecast Year.
(b)
Property Management Fee
The Property Manager is entitled to the following fees in relation to the Existing Properties:
Existing Properties
Suntec City Office Towers/
Suntec City Mall
Property Management Fee Assumption
(i)
for Gross Revenue of up to S$100.0 million for the 12-month
financial period, a fee of 2.5% per annum of their Gross
Revenue;
(ii)
if the Gross Revenue exceeds S$100.0 million for a 12-month
financial period, an additional fee of 3.0% per annum of the
portion of the Gross Revenue above S$100.0 million and up to
S$130.0 million; and
Park Mall
Chijmes
(iii)
if the Gross Revenue exceeds S$130.0 million for a 12-month
financial period, a further fee of 3.5% per annum of the portion
of the Gross Revenue above S$130.0 million.
2.5% per annum of Gross Revenue
3.0% per annum of Net Property Income
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(c)
(d)
Property Tax
It has been assumed that property tax for the Existing Properties will be 10.0% of the base rental
income, car park and other income.
Other Property Expenses
Other property expenses comprise advertisement and publicity expenses, landlord’s fitting out
costs, legal costs relating to bad debt recovery and lease renewals, insurance for business
interruption, reimbursable expenses to the Property Manager, bad and doubtful debts as well as
other miscellaneous expenses. Advertisement and publicity expenses for Suntec City Mall are
based on the promotional charges collected from retail tenants under their lease agreements.
An individual assessment has been made for each of the Existing Properties for the Forecast
Year on the basis of actual historical operating costs and the Manager’s plans.
(III)
Other income — Income Support
The income support will be utilized to contribute any shortfall in One Raffles Quay’s income such
that the expected Net Property Income yield after income tax based on the forecast is 4.2%
during the period of 54 months commencing on the date of Completion.
The amount of income support, net of taxes, for the Forecast Year is S$22.7 million for the period
from 1 October 2007 to 30 September 2008.
The income support will be paid quarterly.
(IV)
Finance Income
Finance income relates to interest income and the shareholder’s loan extended to ORQPL.
The Manager has assumed that a shareholder’s loan of S$367 million will be extended to
ORQPL throughout the Forecast Year and that the shareholder’s loan will be subject to an
interest rate of the 3-month swap offer rate plus a margin of 0.75%. An effective interest rate of
3.50% per annum has been assumed for the Forecast Year.
(V)
Finance Expense
Suntec REIT has a S$700.0 million term loan facility with Platinum AC1 Limited and a S$500.0
million term loan facility with Sunshine Assets Limited, both of which are special purpose
companies held by RBC Dexia Trust Services Singapore Limited and HSBC Institutional Trust
Services (Singapore) Limited respectively.
In addition, Suntec REIT has a S$50.0 million revolving credit facility with United Overseas Bank
Limited and a S$150.0 million revolving credit facility from Citibank N.A., Singapore Branch.
The Manager has also entered into interest rate swaps of varying tenures to fix the interest rate.
The Manager intends to finance the Acquisition by borrowing S$870.9 million in the form of a
drawdown from Debt Financing and/or Convertible Bonds. The Manager has assumed that the
Acquisition will be financed by a drawdown of S$420.9 million from the Debt Financing and an
issue of S$450.0 million of Convertible Bonds. In addition, the Manager has assumed that the
interest on the Debt Financing of S$420.9 million drawn down and the Convertible Bonds will be
subject to an effective rate of 3.50% and 3.00% per annum (including margin) respectively. The
assumed average interest rate for existing debt is 3.33% per annum (including margin) and that
for the existing and new debt incurred for the Acquisition will be at an average interest rate of
3.62% per annum (including margin) for the Forecast Year.
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For the Forecast Year, it has been assumed that there is no change in the fair value of the
derivatives undertaken by Suntec REIT.
(VI)
Asset Management Fees
Pursuant to the Trust Deed, the Manager is entitled to a Base Fee of 0.3% per annum of the
value of its Deposited Property and a Performance Fee of 4.5% per annum of Suntec REIT’s Net
Property Income.
In line with market practice for listed real estate investment trusts in Singapore, the Manager has
agreed to receive 80.0% of its management fees in the form of Units and the balance in cash.
The portion of management fees payable in the form of Units shall be payable quarterly in
arrears and the portion of management fees payable in cash shall be payable monthly in arrears.
The number of units issued to the Manager will be based on the market price (as determined
pursuant to the Trust Deed) of the Units at the time of payment. For the Forecast Year, units
issued to the Manager in payment of the Management Fee are assumed to be issued at an issue
price of S$1.85 per unit.
(VII)
Acquisition Fees
An acquisition fee of 1.0% of the acquisition price is payable in units to the Manager in relation
to the Acquisition.
(VIII)
Trust Expenses
Trust expenses comprise Suntec REIT’s recurring operating expenses such as the Trustee’s
fees, annual listing fees, registration fees, accounting, audit and tax advisory fees, valuation
fees, costs associated with the preparation and distribution of reports to Unitholders, investor
communication costs and other miscellaneous expenses.
The Trustee’s fee is presently charged on a scaled basis of up to 0.03% per annum of the value
of its Deposited Property, subject to a minimum of S$9,000 per month, excluding out of pocket
expenses and GST. The fee is accrued daily and paid monthly in arrears in accordance with the
Trust Deed.
(IX)
Share of Profit in Jointly Controlled Entity
Suntec REIT will acquire an indirect one-third interest in One Raffles Quay through the
acquisition of the entire share capital of Comina Investment Limited.
The major assumptions made in preparing the forecast results of One Raffles Quay and dividend
declared by One Raffles Quay to its shareholders for the Forecast Year are set out below. The
Manager considers these assumptions to be appropriate and reasonable as at the date of this
Circular.
(A)
Gross revenue
Gross revenue comprises (i) gross rent earned from the leasing of offices in One Raffles Quay
and (ii) car park income. A summary of the assumptions which have been used in calculating the
gross revenue is set out below:
(a)
Gross rent
Gross rent consists of base rental income (after any rent rebates, where applicable, but
excluding turnover rent) and service charge payable by tenants.
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The percentage of projected gross rent (excluding turnover rent) attributable to committed
leases (including letters of offer which are to be followed up with tenancy agreements to be
signed by parties) for One Raffles Quay as at 31 March 2007, is as follows:
Forecast Year
(financial year ending
30 September 2008)
Gross rent attributable to committed leases
(as a percentage of total gross rent, excluding turnover rent)
95.7%
In order to forecast the gross rent, the Manager has:
(i)
in the first instance, used rent payable under the committed leases; and
(ii) assumed that there is no change in the gross rent for the period from 1 October 2007
to 30 September 2008 notwithstanding the expiry of a committed lease during this
period.
(b)
Car Park Income
Car park income includes income earned from the operations of the car park at One Raffles
Quay. For the Forecast Year, the car park income is assumed to grow by 14.6% per annum
from the full year 2007.
(c)
Lease renewals and vacancy allowances
For leases expiring between 1 October 2007 and 30 September 2008, it has been assumed
that leases representing 100.0% of the gross rent derived from such leases expiring in FY
2008 will not be renewed and will experience a one-month vacancy period before rent
becomes payable under a new lease.
(B)
Property Operating Expenses
(a)
Maintenance Charges
The Manager has assumed that approximately S$4.4 million will be incurred as
maintenance charges for the Forecast Year, after taking into consideration the actual
historical operating costs and the service contracts which were committed as at 31 March
2007.
(b)
One Raffles Quay Property Management Fee
The property management fee is based on 3.0% per annum of gross revenue of One
Raffles Quay.
(c)
Property Tax
It has been assumed that property tax is 10.0% of the base rental income and car park
income for One Raffles Quay and that no property tax rebate will be given by the tax
authorities.
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(d)
Other Property Expenses
Other property expenses include operating expenses associated with the Property
Manager, leasing commissions, marketing expenses, professional fees, depreciation and
other miscellaneous expenses. In order to forecast the other property expenses for the
Forecast Year, the Manager took into consideration the actual historical operating costs
and the Manager’s plans.
(C)
Borrowing Costs
The joint owners of One Raffles Quay have each extended shareholders’ loan in proportion to
shareholding percentage for the funding requirements of One Raffles Quay.
The Manager has assumed that a shareholder’s loan of S$367 million will be extended to
ORQPL by Suntec REIT throughout the Forecast Year and that the shareholder’s loan will be
subject to an interest rate of 3-month swap offer rate plus a margin of 0.75%. An effective interest
rate of 3.50% per annum has been assumed for the Forecast Year.
(D)
Capital Expenditure
No allowance for projected capital expenditure has been included for the Forecast Year.
(E)
Consideration Units to be issued
Consideration Units of 50,615,887 are assumed to be issued as partial consideration for the
Acquisition. The issue price of the Consideration Units will be equal to the volume weighted
average price per Unit for all trades on the SGX-ST, in the ordinary course of trading, for the last
10 Market Days prior to (and excluding) the date of Completion. For illustrative purposes, the
Manager has assumed the volume weighted average price for the last 10 Market Days prior to
(and excluding) the date of Completion to be S$1.86 for the purpose of calculating the number
of Consideration Units.
(F)
Investment Properties
The carrying value for One Raffles Quay is assumed to be S$941.5 million (based on the
valuation as at 2 July 2007). It has been assumed that there is no change in the valuation of One
Raffles Quay during the Forecast Year.
(G)
Other Assumptions
The following additional assumptions have been made in preparing the forecast for One Raffles
Quay for the Forecast Year:
• that One Raffles Quay adopts significant accounting policies that are consistent with
Suntec REIT (a summary of the significant accounting policies of Suntec REIT may be
found in Suntec REIT’s annual report for the financial year ended 30 September 2006).
• that there has been no significant change in applicable accounting policies or other
financial reporting requirements that may have a material effect on the forecast results of
One Raffles Quay and dividend declared by One Raffles Quay.
• that there will be no change in taxation legislation or other applicable legislation.
• that all leases and licences are enforceable and will be performed in accordance with their
terms (with allowances for bad and doubtful debts); and
• that 100.0% of the net profit of One Raffles Quay is declared as dividend by One Raffles
Quay to its shareholders in the Forecast Year.
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(X)
Income Tax Expense
The forecast income tax expense comprises the tax of 18% on the income support of S$27.7
million receivable by Suntec REIT for the Forecast Year.
(XI)
Capital Expenditure
An allowance for projected capital expenditure on the Existing Properties has been included for
the Forecast Year, based on the Manager’s budget for expansions and upgrading. It has been
assumed that capital expenditure will be funded by available working capital and bank
borrowings. Capital expenditure incurred is capitalized as part of the Deposited Property and has
no impact on the total return statement and distribution other than affecting the interest incurred
on the bank borrowings, the Management Fee that the Manager is entitled to and the Trustee’s
fees.
Forecast Year
(financial year ending
30 September 2008)
(S$ million)
Regular capital expenditure 1.2
Expansion and upgrading 30.0
Total capital expenditure 31.2
(XII)
Investment Properties
For the Forecast Year, the Manager has made an assumption that the value of the Existing
Properties is S$3.87 billion (based on the aggregate valuations as at 31 March 2007). It has
been assumed that the property values will increase by the amount of capital expenditure
projected in paragraph (XI) above during the Forecast Year. This assumption is made when
estimating the property value and the value of the Deposited Property for the purposes of
forecasting the base component of the asset management fees and Trustee’s fees respectively.
(XIII)
Accounting Standards
The Manager has assumed no change in applicable accounting standards or other financial
reporting requirements that may have a material effect on the forecast statement of total return
and distribution statement. A summary of the significant accounting policies of Suntec REIT may
be found in Suntec REIT’s annual report for the financial year ended 30 September 2006.
(XIV) Other Assumptions
The Manager has made the following additional assumptions in preparing the forecast for the
Forecast Year:
• that no adjustments are made to the Agreed Consideration of S$941.5 million on
completion of the purchase pursuant to the terms of the Share Purchase Agreement;
• that the property portfolio remains unchanged throughout the periods;
• that no further capital will be raised during the periods;
• that there will be no change in taxation legislation or other applicable legislation except for
the corporate tax rate assumed at 18% as this is subject to the approval of Parliament;
• that there will be no change to the Tax Ruling dated 15 June 2004 from the Inland Revenue
Authority of Singapore, to give effect to the application of the provision of Section 43(2) of
the Income Tax Act, Chapter 134 to impose tax on the holders of Units (“Unitholders”) on
the Taxable Income of Suntec REIT instead of the Trust (the tax transparency treatment);
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• that all leases and licences are enforceable and will be performed in accordance with their
terms (with allowances for bad and doubtful debts); and
• that 100.0% of the income available for distribution will be distributed.
Sensitivity Analysis
Changes in interest rates for the straight debt financing impact the financing costs, and therefore the
distributable income of Suntec REIT. The impact of variations in interest rate on DPU is set out below
assuming S$450.0 million Convertible Bonds are issued, S$420.9 million is drawn down under the Debt
Financing and S$94.1 million of Consideration Units are issued, to finance the Acquisition.
(See the various Scenarios on pages 16, 17 and 18 for further details.)
Interest Rate
DPU (cents)
(Excluding
Deferred Units) (1)
DPU (cents)
(Including
Deferred Units) (2)
DPU Accretion
(Excluding
Deferred Units) (1)
DPU Accretion
(Including
Deferred Units) (2)
3.50% 8.69 7.81 4.4% 4.8%
3.60% 8.66 7.78 4.1% 4.4%
3.70% 8.63 7.76 3.7% 4.2%
3.80% 8.60 7.73 3.4% 3.8%
3.90% 8.58 7.71 3.1% 3.5%
4.00% 8.55 7.68 2.8% 3.1%
Notes:
(1) The DPU computed has taken into consideration the first instalment of the Deferred Units assumed to be issued in June
2008 but has excluded the balance of the five instalments of the Deferred Units to be issued after 30 September 2008.
(2) The DPU computed has taken into consideration all the Deferred Units.
(3) Assumes that the interest rate for Suntec REIT’s existing debt remains unchanged at 3.33% per annum.
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APPENDIX D
INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST
The Board of Directors
ARA Trust Management (Suntec) Limited
(in its capacity as Manager of Suntec Real Estate Investment Trust)
9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
18 September 2007
Dear Sirs
Letter from the Independent Accountants on the Profit Forecast for the Year Ending 30
September 2008
This letter has been prepared for inclusion in the Circular (the “Circular”) to be issued in connection with
the proposed debt financing and/or issue of convertible bonds in Suntec Real Estate Investment Trust
(“Suntec REIT”) for the purpose of raising funds to part finance the proposed acquisition of a one-third
interest in One Raffles Quay through the acquisition of the entire issued share capital of Comina
Investment Limited.
The directors of ARA Trust Management (Suntec) Limited (the “Directors”) are responsible for the
preparation and presentation of the forecast consolidated statements of total return for the year ending
30 September 2008 (the “Profit Forecast”) as set out on page C-1 of the Circular, which have been
prepared on the basis of the assumptions set out on pages C-3 to C-11 of the Circular (the
“Assumptions”).
We have examined the Profit Forecast of Suntec REIT for the year ending 30 September 2008 as set
out on page C-1 of the Circular in accordance with Singapore Standard on Assurance Engagements
(“SSAE”) 3400 The Examination of Prospective Financial Information. The Directors are solely
responsible for the Profit Forecast including the Assumptions on which they are based.
Profit Forecast
Based on our examination of the evidence supporting the Assumptions, nothing has come to our
attention which causes us to believe that the Assumptions do not provide a reasonable basis for the
Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies and
calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the
accounting policies normally adopted by Suntec REIT, and is presented in accordance with the relevant
presentation principles of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts
(but not all the required disclosures for the purpose of this letter) issued by the Institute of Certified
Public Accountants of Singapore, which is the framework to be adopted by Suntec REIT in the
preparation of its financial statements.
D-1

Events and circumstances frequently do not occur as expected. Even if the events anticipated under
the hypothetical assumptions occur, actual results are still likely to be different from the Profit Forecast
since other anticipated events frequently do not occur as expected and the variation may be material.
The actual results may therefore differ materially from that forecast. For the reasons set out above, we
do not express any opinion as to the possibility of achievement of the Profit Forecast.
Attention is drawn, in particular, to the sensitivity analysis of the Directors’ Profit Forecast set out on
page C-11 of the Circular.
Yours faithfully
KPMG
Certified Public Accountants
(Partner-in-charge: Lo Mun Wai)
Singapore
D-2

APPENDIX E
VALUATION CERTIFICATES
E-1

E-2

E-3

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E-4

APPENDIX F
INDEPENDENT FINANCIAL ADVISER’S LETTER
LETTER FROM ERNST & YOUNG CORPORATE FINANCE PTE LTD TO
THE INDEPENDENT DIRECTORS OF ARA TRUST MANAGEMENT (SUNTEC)
LIMITED IN RESPECT OF THE ACQUISITION
18 September 2007
The Independent Directors of ARA Trust Management (Suntec) Limited (as manager of Suntec
Real Estate Investment Trust)
Dear Sirs
THE PROPOSED ACQUISITION BY SUNTEC REAL ESTATE INVESTMENT TRUST (“SUNTEC
REIT”) OF ONE-THIRD INTEREST IN ONE RAFFLES QUAY THROUGH THE ACQUISITION OF
THE ENTIRE ISSUED SHARE CAPITAL OF COMINA INVESTMENT LIMITED (“COMINA”) FROM
CAVELL LIMITED (THE “VENDOR”) (THE “ACQUISITION”)
For the purpose of this letter, capitalised terms not otherwise defined shall have the meaning given to
them in the circular dated 18 September 2007 to the unitholders of Suntec REIT.
1. INTRODUCTION
Ernst & Young Corporate Finance Pte Ltd (“EYCF”) has been appointed as the independent
financial adviser to the directors of ARA Trust Management (Suntec) Limited who are considered
independent for the purposes of the Acquisition (the “Independent Directors”). This letter has
been prepared for inclusion in the circular to Unitholders dated 18 September 2007 in connection
with, inter alia, the Acquisition (the “Circular”).
On 30 July 2007, the board of directors of ARA Trust Management (Suntec) Limited, as manager
(the “Manager”) of Suntec REIT, announced that HSBC Institutional Trust Services (Singapore)
Limited, as trustee of Suntec REIT (the “Trustee”), had entered into a conditional share purchase
agreement (the “Share Purchase Agreement”) with the Vendor and Cheung Kong Investment
Company Limited as guarantor of the Vendor’s obligations under the Share Purchase
Agreement (“Cheung Kong” or the “Guarantor”), for the acquisition by Suntec REIT of a one-third
interest in One Raffles Quay through the acquisition of the entire issued share capital of Comina.
Under the terms of the Share Purchase Agreement, the agreed consideration payable to the
Vendor of S$941.5 million (the “Agreed Consideration”) shall be satisfied by the payment of the
Share Consideration by the Trustee to the Vendor and the extending of the Purchaser Loan by
the Trustee to One Raffles Quay Pte Ltd (“ORQPL”).
Comina is a special purpose holding company holding one-third of the issued share capital of
ORQPL, the developer and owner of One Raffles Quay. As at the date of the announcement, the
issued share capital of ORQPL is held in equal proportions (i.e., one-third each) by Freyland Pte
Ltd (“Freyland”), Boulevard Development Pte Ltd (“Boulevard”) and Comina. Freyland and
Boulevard are the wholly-owned subsidiaries of Hongkong Land International Holdings Limited
and Keppel Land Properties Pte Ltd, respectively.
The Trust Deed provides that for as long as the Manager is the manager of Suntec REIT and
Cheung Kong and/or Mr Lim Hwee Chiang, John are controlling shareholders (as defined in the
Listing Manual of the SGX-ST, the “Listing Manual”) of the Manager, all transactions between
Suntec REIT and (i) Cheung Kong, (ii) Mr Lim Hwee Chiang, John and/or (iii) an associate of
F-1

Cheung Kong or Mr Lim Hwee Chiang, John shall be considered as interested person
transactions under the Listing Manual.
The Vendor is a direct wholly-owned subsidiary of Cheung Kong and is therefore considered an
associate of Cheung Kong. In addition, as the Manager is 30.0% indirectly owned by Cheung
Kong, the Vendor is regarded as an associate of the Manager under the Listing Manual, and
Cheung Kong is regarded as a controlling shareholder of the Manager. In addition, the Chairman
of the Manager, Mr Chiu Kwok Hung, Justin, is also an executive director of Cheung Kong.
As such, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the
Listing Manual as well as an “interested party transaction” under the Property Fund Guidelines,
in respect of which the approval of Unitholders is required (see “Interested Person Transaction
and Interested Party Transaction” as set out in section 4.3.2 of the Letter to Unitholders in the
Circular for details).
The Agreed Consideration of S$941.5 million was negotiated on a willing-buyer and willing-seller
basis, and shall be satisfied by:
(i)
(ii)
payment of the Share Consideration by the Trustee to the Vendor; and
the extending of the Purchaser Loan by the Trustee to ORQPL.
The Trustee shall extend the Purchaser Loan to ORQPL on the completion of the Acquisition (the
“Completion”) to enable ORQPL to repay to Joynote Ltd (“Joynote”) the outstanding
shareholders’ loan made by Joynote to ORQPL together with all accrued but unpaid interest
thereon (the “Joynote Loan”).
The Share Consideration will be paid on Completion, which shall be no later than 31 October
2007 or such other date as the Trustee and the Vendor may mutually agree in writing.
2. TERMS OF REFERENCE
EYCF has been appointed by the Independent Directors to advise them on whether the
Acquisition (together with the entry into the Share Purchase Agreement) is on normal
commercial terms and not prejudicial to the interests of Suntec REIT and the minority
Unitholders.
Our views as set forth in this letter are based on the prevailing market, economic and financial
conditions, and our analysis of the information provided in the Circular as well as information
provided to us by the Manager, as of the Latest Practicable Date. Accordingly, this opinion shall
not take into account any event or condition which occur after the Latest Practicable Date.
We are not and were not involved in any aspect of the negotiations pertaining to the Acquisition,
nor were we involved in the deliberations leading up to the decision by the Directors to enter into
the Acquisition.
We have confined our evaluation and analysis of the Acquisition to the financial terms thereof.
It is not within our terms of reference to evaluate or comment on the rationale for, strategic or
commercial merits and/or risks of, the Acquisition, and to comment on the financial merits and/or
risks of the Acquisition where the assessment of such financial merits and/or risks involves our
reviewing of non-publicly available financial information of Suntec REIT or the Manager, to which
we have no access and with which we have not been furnished. It is also not within our terms
of reference to compare the relative merits of the Acquisition vis-à-vis any alternative transaction
previously considered by Suntec REIT or transactions that Suntec REIT may consider in the
future, and as such, we do not express an opinion thereon. The assessment of the commercial
and financial merits and/or risks of the Acquisition are solely the responsibility of the Directors,
although we may draw upon their views in arriving at our opinion.
F-2

The scope of our appointment does not require us to express, and we do not express, a view on
the growth prospects of Suntec City Mall, Suntec City Office Towers, Park Mall and Chijmes
(together, the “Existing Properties”), Suntec REIT, and/or the Existing Properties and the ORQ
interest (the “Enlarged Portfolio”). We are, therefore, not expressing any view herein as to the
prices at which the Units of Suntec REIT may trade or on the future financial performance of
Suntec REIT, and/or the Enlarged Portfolio upon completion of the Acquisition. We will not
comment on the expected future performance or prospects of Suntec REIT, or the Enlarged
Portfolio.
In the course of our evaluation of the Acquisition, we have held discussions with the Directors
and management of the Manager. We have also examined and relied on publicly available
information in respect of Suntec REIT collated by us as well as information concerning the
Suntec REIT provided to us, including information in the Circular, and the valuation reports by
the independent property valuers commissioned by the Manager and the Trustee, being Knight
Frank Pte Ltd (“Knight Frank”) and CB Richard Ellis (Pte) Ltd (“CBRE”) respectively (the
“Independent Valuers”). We have not independently verified such information furnished by the
Directors and the management of the Manager or any representation or assurance made by
them, whether written or verbal, and accordingly cannot and do not warrant or accept
responsibility for the accuracy or completeness of such information, representation or
assurance. Nevertheless, the Directors have confirmed to us that to the best of their knowledge
and belief, the information provided to us (whether written or verbal) as well as the information
contained herein and in the Circular constitutes a full and true disclosure, in all material respects,
of all material facts on the Acquisition and there is no material information the omission of which
would make any of the information contained herein or in the Circular inaccurate, incomplete or
misleading in any material respect. We have also made reasonable enquiries and used our
judgment in assessing such information and have found no reason to doubt the reliability of such
information. We have further assumed that all statements of fact, belief, opinion and intention
made by the Directors in the Circular have been reasonably made after due and careful enquiry.
We have not conducted a physical inspection of the properties or facilities of Suntec REIT or One
Raffles Quay. We have not made an independent valuation or appraisal of the assets and
liabilities of either Suntec REIT or One Raffles Quay but we have been provided with the
valuation reports by the Independent Valuers. We have not conducted a comprehensive review
of the business, operations and financial condition of Suntec REIT and One Raffles Quay.
Our opinion is delivered solely for the use and benefit of the Independent Directors in connection
with and for the purpose of their consideration of the Acquisition, and the recommendations
made by them to Unitholders shall remain the responsibility of the Independent Directors. Our
opinion should not be relied on as a recommendation to any Unitholder as to how such
Unitholder should vote on the Acquisition or any matter related thereto. Each Unitholder may
have different investment objectives and considerations and should seek specific professional
advice.
3. SALIENT INFORMATION ON THE ACQUISITION
Salient information on the Acquisition, including the terms and conditions thereon, is set out in
the Circular. Summarised extracts are presented in this letter.
3.1 The Share Purchase Agreement
The information on the Share Purchase Agreement is set out in section 3.2 of the Circular.
We note that the Agreed Consideration payable to the Vendor of S$941.5 million was negotiated
on a willing-buyer and willing-seller basis, and shall be satisfied by:
(i)
(ii)
the payment of the Share Consideration by the Trustee to the Vendor; and
the extending of the Purchaser Loan by the Trustee to ORQPL.
F-3

The Trustee shall extend the Purchaser Loan to ORQPL on Completion to enable ORQPL to
repay the Joynote Loan.
The Share Consideration will be paid on Completion, which shall be no later than 31 October
2007 or such other date as the Trustee and the Vendor may mutually agree in writing.
The Manager and the Trustee have each commissioned the Independent Valuers to value the
one-third interest in One Raffles Quay. Knight Frank, in its valuation certificate, stated that the
aggregate open market value of the one-third interest in One Raffles Quay as at 2 July 2007 was
S$941.5 million. CBRE, in its valuation certificate, stated that the aggregate open market value
of the one-third interest in One Raffles Quay as at 2 July 2007 was S$941.5 million. The
Independent Valuers arrived at their respective valuations by using discounted cash flow
analysis and capitalisation approach. In addition to this method, Knight Frank also used the
comparable sales method as a reference for its valuation of the one-third interest in One Raffles
Quay.
In connection with the Acquisition, on 11 September 2007, the Trustee has entered into a
supplemental agreement to the Share Purchase Agreement in respect of the entire issued share
capital of Comina (the “Supplemental Agreement”).
Under the terms of the Supplemental Agreement, the consideration for the acquisition of the
entire issued share capital shall be satisfied by (i) allotment and issue of the Consideration Units
in Suntec REIT, and (ii) payment in cash, by Suntec REIT to the Vendor.
Suntec REIT will allot and issue such number of Consideration Units to the Vendor of an
aggregate value of S$94.15 million. The issue price for the Consideration Units will be equal to
the volume weighted average price per unit for all trades on the SGX-ST, in the ordinary course
of trading, for the last 10 Market Days prior to the completion of the Acquisition.
3.2 Restated Shareholders’ Agreement
The information on the Restated Shareholders’ Agreement is set out in section 3.3 of the
Circular.
We note that by approving the Acquisition, the Unitholders will be deemed to have also approved
the Restated Shareholders’ Agreement as set out in the Circular.
Freyland, Comina and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee for
K-REIT Asia) (collectively, the “Shareholders”) and Hongkong Land International, the Trustee,
and ORQPL will enter into the Restated Shareholders’ Agreement, which shall provide, inter alia,
that the aforesaid parties shall use their best endeavours to procure that the requirements for
funding, capital expenditure and working capital are funded in the following order of priority:
(i)
(ii)
(iii)
by raising maximum external financing from banks, financial institutions, insurance
corporations and other institutional lenders on the most favourable terms reasonably
obtainable, without any mortgage or other forms of security, secured principally by
guarantees from each Shareholder or its associated company given on a several basis in
proportion to each Shareholder’s shareholding percentage;
by shareholder’s loans from each Shareholder or its associated company or by subscribing
for any debt securities issued by ORQPL to each Shareholder in proportion to its
shareholding percentage; and
by subscription of share capital by each Shareholder in proportion to its shareholding
percentage.
F-4

Under the Restated Shareholders’ Agreement, each Shareholder also agree to fund in
proportion equal to its shareholding percentage, by way of shareholder’s loans and subscription
of share capital or debt securities issued by ORQPL all funding requirements of ORQPL which
are not financed by external financiers to enable ORQPL to meet its financial obligations for the
carrying on of business.
Also under the Restated Shareholders’ Agreement, the following matters, inter alia, shall require
the unanimous approval:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
the approval of the annual operating plan and capital budget of ORQPL and each of its
subsidiary (the “Group Company”) and any change thereof and the approval of any
standard operating procedures and any change thereof;
the sale or other disposition of any asset or property of a Group Company (other than in
respect of One Raffles Quay);
the disposal or assignment of the whole or any part of One Raffles Quay and the terms on
which such disposal or assignment is to be carried out, including, without limitation, the
price for the whole or that part of One Raffles Quay being disposed of or assigned;
any contract between a Group Company and (i) any of its shareholder, director or officer,
(ii) any shareholder, director or officer of any other Group Company, or (iii) an associated
company of such Group Company’s shareholder, director or officer, which has a value or
involves sums in excess of S$100,000 other than the ORQ Asset Management Agreement
(as defined in the Circular);
the appointment, remuneration, compensation or removal of any senior company
employees and the remuneration and compensation of all directors;
the appointment of any committee of the board of directors of ORQPL and delegating of
any of the powers of the board of directors of ORQPL to any such committee;
the approval and revision of leasing strategy for the lease of One Raffles Quay units and
the range of rental rate(s); and
(viii) the entry by ORQPL into any partnership, joint venture, co-operation agreement, joint
development agreement, or merger or consolidation, with any other party.
Subject to the approval by unanimous resolution of the shareholders of ORQPL, the board shall
appoint an executive committee to review, evaluate and make decisions on matters relating to
the management of One Raffles Quay.
The Trustee is also guaranteeing the due and punctual performance and observance of Comina
of all its obligations, commitments and undertakings under and/or pursuant to the Restated
Shareholders’ Agreement.
3.3 Estimated Acquisition Cost
We note that the current estimated Total Acquisition Cost is approximately S$954.6 million,
comprising:
(i)
(ii)
(iii)
the Agreed Consideration of S$941.5 million, which represents the aggregate value of the
Share Consideration, as described in section 3.2 of the Circular and the Purchaser Loan;
the acquisition fee of S$9.4 million (being 1.0% of the Agreed Consideration), payable to
the Manager pursuant to Clause 15.2 of the Trust Deed (exclusive of GST); and
the estimated professional and other fees and expenses incurred in connection with the
Acquisition of approximately S$3.7 million (inclusive of GST).
F-5

The acquisition fee payable to the Manager will be in the form of Units which shall not be sold
within one year from their date of issuance.
In addition to the above, the costs in relation to the Debt Financing and the Issue of Convertible
Bonds, are approximately S$19.8 million (inclusive of GST).
3.4 Conditions Precedent for Completion
We note that under the Share Purchase Agreement, the Completion is subject to and conditional
upon, inter alia, the following conditions precedent:
(i)
(ii)
(iii)
the RQAM Restructuring, the repayment of all sums owing by RQAM to ORQPL and the
termination of the letter of financial support dated 18 May 2007 given by ORQPL in favour
of the board of directors of RQAM;
the Acquisition having been approved by the unitholders of Suntec REIT at a general
meeting of Suntec REIT; and
ARA Trust Management (Suntec) Limited being the manager of Suntec REIT on
Completion.
3.5 Asset Management Agreement
We note that the asset management services in relation to One Raffles Quay are currently being
carried out by RQAM. Pursuant to the RQAM Restructuring, which was completed on 31 August
2007, the entire share capital of RQAM has been transferred by ORQPL to Charm Aim
International Limited, K-REIT Asia Property Management Pte Ltd and Hongkong Land
(Singapore) Pte Ltd in equal proportions.
The existing asset management agreement between ORQPL and RQAM in relation to the
management of One Raffles Quay has been terminated and the new asset management
agreement (the “ORQ Asset Management Agreement”) has superseded the original asset
management agreement in its entirety.
RQAM is responsible for providing the following services under the ORQ Asset Management
Agreement:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
building management;
lease administration;
financial management;
formal reporting;
secretarial services;
accounting services; and
administrative services.
In consideration of the due performance by RQAM of the aforesaid services, ORQPL shall pay
RQAM:
(i)
(ii)
a management fee equal to three (3) per cent of the Gross Revenue from One Raffles
Quay;
in relation to each lease entered into by a tenant, a marketing fee equivalent to:
(a)
two months’ Gross Rent in the event that such lease is for a term of five years or
more; or
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(iii)
(iv)
(b)
(c)
one month’s Gross Rent in the event that such lease is for a term of two years or
more, but less than five years; or
one half month’s Gross Rent in the event that such lease is for a term of less than two
years;
in relation to renewal of leases, a marketing fee equivalent to one-quarter month’s Gross
Rent; and
in relation to leases with rent review provision, a marketing fee equivalent to one-quarter
month’s Gross Rent based on the reviewed rent on each of the rent review.
3.6 Deed of Income Support
We note that by approving the Acquisition, the Unitholders will be deemed to have also approved
the arrangement in the Deed of Income Support as described in the Circular.
We note that as One Raffles Quay is a recently completed development, a substantial number
of major tenancies were leased at rents which are significantly below current market rental rates.
As such, the Deed of Income Support that the Trustee has entered into with the Vendor and the
Guarantor would enable Suntec REIT to strengthen its distributable income for the benefit of the
Unitholders.
Under the Deed of Income Support, the Vendor has undertaken, starting from Completion, to pay
to Suntec REIT quarterly instalments for 54 months up to an aggregate amount of S$103.48
million (inclusive of GST). The Vendor’s commitment under the Deed of Income Support is
guaranteed by the Guarantor. Both CBRE and Knight Frank have taken into account these
payments under the Deed of Income Support in their valuation of the one-third interest in One
Raffles Quay.
4. INFORMATION ON ONE RAFFLES QUAY
A detailed description of One Raffles Quay is set out in Appendix A of the Circular. We
recommend that the Independent Directors advise Unitholders to read the section of the Circular
very carefully.
(i)
Overview
One Raffles Quay, a prime landmark commercial development, is located on Lot 175C of
Town Subdivision 30 and Lot 80002A of Town Subdivision 30 and comprises (as at 30 June
2007):
(a)
(b)
(c)
(d)
(e)
the North Tower, a 50-storey office tower with approximately 765,902 sq ft (71,154 sq
m) of Net Lettable Area;
the South Tower, a 29-storey office tower with approximately 565,659 sq ft (52,551 sq
m) of Net Lettable Area;
approximately 4,015 sq ft (373 sq m) of Net Lettable Area for retail outlets and cafes
along an underground link connecting the North Tower to the Raffles Place MRT
station;
a sheltered plaza serving as a drop-off point; and
a hub car park with 713 car park lots.
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5. METHOD OF FINANCING
5.1 The Financing Plan
The Manager proposes to satisfy the Total Acquisition Cost of S$954.6 million and the costs in
relation to the financing of approximately S$19.8 million,
(i)
(ii)
partly through the issue of Consideration Units of an aggregate value of S$94.15 million to
the Vendor,
partly through the issue of Units to the Manager in satisfaction of the acquisition fee of
S$9.4 million (being 1.0% of the Agreed Consideration), payable to the Manager pursuant
to Clause 15.2 of the Trust Deed (exclusive of GST);
and partly with the proceeds of either (ii)(a) the drawdown of Debt Financing for the balance of
approximately S$870.9 million, which Suntec REIT is expected to obtain for the purposes of the
Acquisition, or (b) the drawdown of the Debt Financing and the Issue of Convertible Bonds, in
such proportion as the Manager in its discretion, deems appropriate, to collectively raise the
balance of S$870.9 million.
Based on market conditions, the Manager will determine the amount of financing to be raised
from the Debt Financing and the Issue of Convertible Bonds. The Manager may decide to
finance the Total Acquisition Cost by the issue of Consideration Units and a draw down of the
Debt Financing, if the Manager determines this to be in the best interests of the Unitholders.
5.2 Suntec REIT’s Existing and Additional Credit Facilities
Suntec REIT has a S$700.0 million term loan facility with Platinum AC1 Limited (“Platinum”) and
a S$500.0 million term loan facility with Sunshine Assets Limited (“Sunshine”), both of which are
special purpose companies held by RBC Dexia Trust Services Singapore Limited and HSBC
Institutional Trust Services (Singapore) Limited, respectively. As at the Latest Practicable Date,
the term loan facility with Platinum is fully drawn and S$215.0 million has been drawn down from
the term loan facility with Sunshine in five tranches. To fund their loans to Suntec REIT, Platinum
issued floating rate notes with an aggregate face value of S$700.0 million which are rated AAA
by Fitch Inc. and Aaa by Moody’s Investors Service, while Sunshine issued a mixture of fixed and
floating rate notes with an aggregate face value of S$215.0 million, all of which are rated Baa2
by Moody’s Investors Service.
In addition, Suntec REIT has a S$50.0 million revolving credit facility with United Overseas Bank
Limited, of which S$7.5 million has been drawn down, and a S$150.0 million revolving credit
facility with Citibank Singapore Ltd, which has not been drawn down.
The Manager has also put in place additional revolving credit facilities of S$871.0 million, (the
“Acquisition Facilities”) which will be used together with the existing credit facilities, to
part-finance the Acquisition.
5.3 Convertible Bonds
To finance the balance of the Total Acquisition Cost (which will not be financed by the issue of
the Consideration Units to the Vendor), the Manager proposes to issue Convertible Bonds with
an aggregate principal amount of up to S$450.0 million to institutional and accredited investors.
Based on market conditions, the Manager may instead decide that it is in the best interests of
the Unitholders to finance such balance fully by drawing down the Debt Financing. If the
Manager decides to issue the Convertible Bonds, the Manager shall issue the Convertible Bonds
by no later than the date of Completion. The Manager shall issue the Convertible Bonds only if
it determines that doing so would be in the best interest of the Unitholders, having regard to
market conditions.
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The Manager shall issue the Convertible Bonds only if it determines that doing so would be in
the best interests of the Unitholders, having regard to market conditions.
The Convertible Bonds will bear interest from the Issue Date at a rate of 2.0% — 4.0% per
annum, payable semi-annually in arrears and will be convertible into Conversion Units, during
the Conversion Period or, at the option of Suntec REIT, redeemed for cash in accordance with
the terms and conditions of the Convertible Bonds.
The Conversion Price, which shall be in the range between 25% and 50% (both figures inclusive)
over the closing Unit price on the last business day prior to launch of the Issue of Convertible
Bonds, will be determined between the Manager and the Joint Financial Advisers, Underwriters
and Bookrunners closer to the date of commencement of the Issue of Convertible Bonds, having
regard to market conditions. As such, the actual number of Conversion Units to be issued
pursuant to full conversion of the Convertible Bonds will depend on the aggregate principal
amount and the conversion price. The illustrative conversion price of S$2.33 is based on a 25%
premium over an illustrative price of S$1.86 per Unit, being the last closing price on the Latest
Practicable Date. The illustrative conversion price of S$2.79 is based on a 50% premium over
an illustrative price of S$1.86 per Unit, being the last closing price on the Latest Practicable Date.
At the lowest illustrative conversion price of S$2.33, the Convertible Bonds issued will be fully
converted into approximately 193.1 million Conversion Units representing approximately 13.5%
of Suntec REIT existing Units as of 30 June 2007. At the highest illustrative conversion price of
S$2.79, the Convertible Bonds issued will be fully converted into approximately 161.3 million
Conversion Units representing approximately 11.3% of Suntec REIT existing Units as of 30 June
2007.
For illustrative purposes only, based on an aggregate principal amount of S$450.0 million and a
conversion price of S$2.51 (the mid-point in the illustrative conversion price range of S$2.33 to
S$2.79) for each Conversion Unit, assuming no adjustments to the Conversion Price, up to
179.3 million Conversion Units will be issued by the Manager pursuant to full conversion of the
Convertible Bonds.
A summary of the principal terms of the Convertible Bonds is set out in Appendix B of the
Circular.
We note that by approving the Issue of Convertible Bonds, the Unitholders are deemed to have
approved the terms of the Convertible Bonds, together with the terms which are incidental or
ancillary to such terms, and the issue of Conversion Units upon conversion of the Convertible
Bonds.
5.4 Suntec REIT’s Leverage
We note that as at 30 June 2007 (being the date of the latest unaudited financial statements of
Suntec REIT), Suntec REIT has a Leverage Ratio of approximately 23.3%.
Upon Completion, based on Suntec REIT’s Deposited Property of approximately S$4,866.3
million (which takes into account the Deposited Property of the Existing Properties as at 30 June
2007), the drawdown of Debt Financing and/or the Issue of Convertible Bonds are expected to
increase Suntec REIT’s Leverage Ratio from approximately 23.3% to approximately 36.6%.
F-9

5.5 The Proposed Issue of Consideration Units in Payment to the Vendor
We note that the Acquisition involves the proposed issue of such number of new Units to the
Vendor of an aggregate value of S$94.15 million as partial consideration for the Acquisition. The
issue price for the Consideration Units will be equal to the volume weighted average price per
Unit for all trades on the SGX-ST, in the ordinary course of trading, for the last 10 Market Days
prior to (and excluding) the date of Completion. For illustrative purposes, assuming that the issue
price for the Consideration Units is equal to S$1.86, 50,615,887 Consideration Units will be
issued to the Vendor.
6. EVALUATION OF THE ACQUISITION
In evaluating whether the Acquisition is on normal commercial terms and prejudicial to the
interests of the Unitholders, we have considered, inter alia, the following factors:–
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
The rationale for the Acquisition;
Forecast of Net Property Income for the ORQ Interest;
Forecast DPU;
Pro Forma NAV;
Valuation of the one-third interest in One Raffles Quay prepared by the Independent
Valuers;
Comparison with Relevant Transactions;
Issue of Consideration Units to the Vendor; and
(viii) Other relevant factors.
6.1 The rationale for the Acquisition
We note that as stated in the Circular, the Manager believes that the Acquisition will bring the
following key benefits to Unitholders:
(i)
Yield Accretion
The Manager believes that the Acquisition will improve the earnings and distributions
enjoyed by Unitholders. Based on the Manager’s forecast and taking into account the
Agreed Consideration of S$941.5 million, the forecast consolidated Net Property Income
yield for the ORQ Interest is approximately 4.2% for the Forecast Year. This is higher than
the annualised Net Property Income yield of approximately 3.6% for the Existing Properties
for the nine months ended 30 June 2007.
The Acquisition, combined with the Debt Financing, the proposed Issue of Convertible
Bonds, and the issuance of Consideration Units will result in distribution per Unit (“DPU”)
accretion of 0.37 cents (an increase of approximately 4.4%) which will increase Suntec
REIT’s DPU from 8.32 cents to 8.69 cents for the Forecast Year.
(ii)
The Acquisition Fits the Manager’s Investment Strategy
The Acquisition fits the Manager’s principal investment strategy for Suntec REIT to invest
in quality income-producing assets which are primarily used for retail and/or office
purposes. The Manager’s acquisition growth strategy is underpinned by its key financial
objective to provide Unitholders with a competitive rate of return for their investment by
ensuring regular and stable distributions to Unitholders and long-term growth in
distributions and net asset value per Unit.
F-10

One Raffles Quay has a large and diversified tenant base and is highly accessible as a
result of its direct connectivity to the Raffles Place MRT station, one of Singapore’s four
major MRT interchange stations. With a Committed Occupancy of 100.0% as at 30 June
2007, the Manager believes that One Raffles Quay will enjoy a stable and sustainable
income stream. The Manager believes that One Raffles Quay will be a valuable addition to
Suntec REIT’s existing portfolio of major commercial developments in Singapore.
(iii)
(iv)
(v)
Prime Landmark Office Development
The Manager believes that One Raffles Quay is a quality asset which will enhance Suntec
REIT’s existing portfolio of properties. One Raffles Quay enjoys several key competitive
strengths including:
(a)
(b)
(c)
(d)
its strategic location in the heart of Singapore’s Central Business District (“CBD”) and
close to Singapore’s new Marina Business and Financial Centre (“MBFC”);
its excellent connectivity and accessibility with its direct link to one of Singapore’s four
major MRT interchange stations, Raffles Place MRT, offering seamless sheltered
commuting to One Raffles Quay’s visitors and tenants;
a strong tenant base including ABN AMRO Asia Pacific Pte Ltd, Barclays PLC, Credit
Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst & Young
Services Pte Ltd and UBS AG; and
its large floor plates allowing for the subdivision and consolidation of office units for
maximum efficiency and flexibility, and state-of-the-art building services and
management systems to cater to the needs of global financial tenants.
Foothold in the Development of the Marina Bay Area
Centrally located on prime waterfront space in Singapore’s new financial district, One
Raffles Quay is well-positioned to capitalise on the future growth of the area. The proposed
integrated resort, MBFC and other commercial, residential and recreational developments
at Marina Bay will contribute to making the area a vibrant and sought-after location for
professionals to live, work and play. Upon Completion, Suntec REIT will be well-positioned
to capture growth opportunities from the development of Marina Bay.
Greater Exposure to the Grade ‘A’ Office Market
The demand for office space in quality commercial buildings in the CBD has shown marked
improvement in the past year, underpinned by a strong economy and rapid expansion of
Singapore’s financial services sector. With the current tight availability of office space
coupled with strong demand, this improvement is expected to continue.
The Acquisition will increase Suntec REIT’s office portfolio to 1.8 million sq ft, providing
increased exposure to the strengthening Singapore office market. Furthermore, as One
Raffles Quay is a recently completed development, a substantial number of major
tenancies were leased at rents which are significantly below current market rental rates. As
such, the office space in One Raffles Quay offers potential for rental growth opportunities
upon renewal or replacement.
(vi)
Income Diversification
The Acquisition is expected to benefit Unitholders by improving income diversification and
reducing the reliance of Suntec REIT’s income stream on any single property. With the
enlarged portfolio post the Acquisition, the reliance on the income contribution from Suntec
City Mall and Suntec City Office Towers will be reduced. The Manager expects that the
contribution to Suntec REIT’s Net Property Income by Suntec City Mall and Suntec City
F-11

Office Towers within Suntec REIT’s property portfolio for the Forecast Year will decrease
from approximately 87.4%, prior to Completion, to approximately 69.6%.
(vii)
Improved Quality and Diversity of Tenant Base
The Acquisition is expected to further enhance the tenancy profile of Suntec REIT’s office
tenant base with the addition of major anchor office tenants such as ABN AMRO Asia
Pacific Pte Ltd, Barclays PLC, Credit Suisse (Singapore) Limited, Deutsche Bank
Aktiengesellschaft, Ernst & Young Services Pte Ltd and other major financial institutions,
to Suntec REIT’s group of core blue chip tenants.
(viii) Greater Trading Liquidity and Flexibility
The Conversion Units, when issued, are expected to increase the free float of Units on the
SGX-ST. This could lead to an increase of Suntec REIT’s weighting in certain benchmark
equity indices. Unitholders will be able to benefit from the expected improvement in trading
liquidity.
(ix)
Rare Opportunity to Own an Iconic Building
One Raffles Quay is a landmark building designed by the internationally renowned
architectural firm Kohn Pedersen Fox Associates of New York. The Acquisition presents a
rare opportunity for Suntec REIT to partner with large property companies, Hongkong Land
International’s parent entity, Hongkong Land Limited and K-REIT Asia, in owning a
prestigious iconic prime grade ‘A’ office development with long term growth potential.
6.2 Forecast of Net Property Income for the ORQ Interest
The following table presents, in summary, certain selected financial information in relation to the
Acquisition, assuming that the Acquisition is completed on 1 October 2007 and one-third of the
income from One Raffles Quay accrues to Suntec REIT through ORQPL and Comina from 1
October 2007:
ORQ Interest
Forecast Year
(Financial Year ending 30 September 2008)
Net Property Income (1) (S$ million) 39.6
Net Property Income Yield (2) (%) 4.2
Notes:
(1) Includes dividend income, interest income and rental income support (net of all taxes) that Suntec REIT will derive
from its one-third interest in ORQPL.
(2) Net Property Income yield for One Raffles Quay is calculated as Suntec REIT’s one-third share of Net Property
Income from One Raffles Quay over the Agreed Consideration of approximately S$941.5 million.
We note that this is higher than the annualised Net Property Income yield of approximately 3.6%
for the Existing Properties for the nine months ended 30 June 2007.
The detailed Profit Forecast in relation to the Acquisition and the assumptions for the forecast
information included in the table above are set out in Appendix C of the Circular.
6.3 Forecast DPU
To illustrate the overall yield accretion resulting from the Acquisition, taking into account that
Consideration Units, and assuming the drawdown of the Debt Financing and the proposed Issue
of Convertible Bonds, the tables below show Suntec REIT’s forecast DPU in relation to:
(i)
the Existing Properties; and
F-12

(ii)
the Enlarged Portfolio,
including the pro forma impact in the situation where the Deferred Units had been entirely issued
on 9 December 2004, the date of admission of Suntec REIT to the Official List of the SGX-ST
(the “Listing Date”) and the Forecast Year:
(i)
(ii)
based on (a) an illustrative conversion price of S$2.33 to S$2.79 for the Convertible Bonds
and (b) an aggregate principal amount of up to S$450,000,000 for the Convertible Bonds
(which increases Suntec REIT’s Leverage Ratio from 23.3% as at 30 June 2007 (see
paragraph 5.3 in the Circular for further details) to approximately 36.6%); and
in the following scenarios:
(a)
(b)
Scenario A: assuming that the Conversion Units had been issued at the beginning of
the Forecast Year; and
Scenario B: assuming that the Conversion Units have not been issued.
For instance, under Scenario A and based on an illustrative conversion price of S$2.51 (the
mid-point in the illustrative conversion price range of S$2.33 to S$2.79) for the Convertible
Bonds, the Acquisition, combined with the proposed Debt Financing, will provide a DPU
accretion of 0.25 cents (an increase of approximately 3.0%) which will increase Suntec
REIT’s DPU from 8.32 cents to 8.57 cents for the Forecast Year. At the lowest illustrative
conversion price of S$2.33, the Convertible Bonds issued will be fully converted into
approximately 193.1 million Conversion Units representing approximately 13.5% of Suntec
REIT existing Units as of 30 June 2007. At the highest illustrative conversion price of
S$2.79, the Convertible Bonds issued will be fully converted into approximately 161.3
million Conversion Units representing approximately 11.3% of Suntec REIT existing Units
as of 30 June 2007.
Under Scenario B and based on an illustrative coupon rate of 3.00% and a conversion
premium of 35% for the Convertible Bonds, the Acquisition, combined with the proposed
Debt Financing, will provide a DPU accretion of 0.37 cents (an increase of approximately
4.4%) which will increase Suntec REIT’s DPU from 8.32 cents to 8.69 cents for the
Forecast Year.
Based on market conditions, the Manager will determine the amount of financing to be
raised from the Debt Financing and the Issue of Convertible Bonds. The Manager may
decide to finance the Total Acquisition Cost by the issue of Consideration Units and a draw
down of the Debt Financing, if the Manager determines this to be in the best interests of
the Unitholders.
The table in Scenario C is presented for the purposes of illustrating the pro forma impact
in the event that the Total Acquisition Cost is financed by the issue of Consideration Units
and a draw down of the Debt Financing. Under Scenario C, based on an illustrative interest
rate of 3.5%, the Acquisition, if funded by the issue of Consideration Units and a drawdown
from the Debt Financing, will provide a DPU accretion of 0.22 cents (an increase of
approximately 2.6%, which will increase Suntec REIT’s DPU from 8.32 cents to 8.54 cents
for the Forecast Year).
The forecast on the tables presented on the following pages must be read together with the
detailed Profit Forecast as well as the accompanying assumptions and sensitivity analysis
in Appendix C of the Circular, and the report of the Independent Accountants on the Profit
Forecast in Appendix D of the Circular.
F-13

Scenario A: Forecast DPU (Assuming that (i) the Suntec REIT’s Leverage Ratio is
increased to approximately 27.4% (1) after the Completion of the Acquisition, (ii) the issue
of Consideration Units at the beginning of the Forecast Year, and (iii) the Conversion
Units had been issued at the beginning of the Forecast Year)
Illustrative
Conversion
Price for the
Convertible
Bonds (3)
25%
(S$2.33)
30%
(S$2.42)
35%
(S$2.51)
40%
(S$2.60)
45%
(S$2.70)
50%
(S$2.79)
Forecast Year
(Financial Year ending 30 September 2008) (2)
No Deferred Units Issued
Existing
Properties (4)
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (4)
Enlarged
Portfolio
DPU (cents) 8.32 8.49 7.45 7.72
DPU increase over
Existing Properties (%)
— 2.0 — 3.6
DPU (cents) 8.32 8.53 7.45 7.75
DPU increase over
Existing Properties (%)
— 2.5 — 4.0
DPU (cents) 8.32 8.57 7.45 7.78
DPU increase over
Existing Properties (%)
— 3.0 — 4.4
DPU (cents) 8.32 8.60 7.45 7.81
DPU increase over
Existing Properties (%)
— 3.4 — 4.8
DPU (cents) 8.32 8.63 7.45 7.83
DPU increase over
Existing Properties (%)
— 3.7 — 5.1
DPU (cents) 8.32 8.66 7.45 7.86
DPU increase over
Existing Properties (%)
— 4.1 — 5.5
Notes:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawndown to fund the
Acquisition and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed by a drawdown
of S$420.9 million under the Debt Financing, an issue of S$450 million of Convertible Bonds, and an issue of
S$94.1 million of Consideration Units.
(2) The forecast DPU will vary to the extent that the Conversion Units are issued on a date other than 1 October 2007.
(3) Based on a conversion premium range of 25% to 50% over an illustrative price of S$1.86 per Unit, being the last
closing price on the Latest Practicable Date.
(4) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
F-14

Scenario B: Forecast DPU (Assuming that (i) the Suntec REIT’s Leverage Ratio is
increased to approximately 36.6% (1) after the Completion of the Acquisition, and (ii) the
issue of Consideration Units at the beginning of the Forecast Year and (iii) the Conversion
Units have not been issued during the Forecast Year)
Illustrative
Coupon Rate
for the
Convertible
Bonds (%)
2.00
2.25
2.50
2.75
3.00
3.25
3.50
3.75
4.00
Forecast Year
(Financial Year ending 30 September 2008)
No Deferred Units Issued
Existing
Properties (2)
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (2)
Enlarged
Portfolio
DPU (cents) 8.32 8.98 7.45 8.07
DPU increase over
Existing Properties (%)
— 7.9 — 8.3
DPU (cents) 8.32 8.91 7.45 8.01
DPU increase over
Existing Properties (%)
— 7.1 — 7.5
DPU (cents) 8.32 8.83 7.45 7.94
DPU increase over
Existing Properties (%)
— 6.1 — 6.6
DPU (cents) 8.32 8.76 7.45 7.87
DPU increase over
Existing Properties (%)
— 5.3 — 5.6
DPU (cents) 8.32 8.69 7.45 7.81
DPU increase over
Existing Properties (%)
— 4.4 — 4.8
DPU (cents) 8.32 8.61 7.45 7.74
DPU increase over
Existing Properties (%)
— 3.5 — 3.9
DPU (cents) 8.32 8.54 7.45 7.67
DPU increase over
Existing Properties (%)
— 2.6 — 3.0
DPU (cents) 8.32 8.47 7.45 7.61
DPU increase over
Existing Properties (%)
— 1.8 — 2.1
DPU (cents) 8.32 8.39 7.45 7.54
DPU increase over
Existing Properties (%)
— 0.8 — 1.2
Notes:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawndown to fund the
Acquisitionon borrowings and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed
by a drawdown of S$420.9 million under the Debt Financing, an issue of S$450 million of Convertible Bonds, and
an issue of S$94.1 million of Consideration Units.
(2) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
F-15

Scenario C: Forecast DPU (Assuming that (i) the Suntec REIT’s Leverage Ratio is
increased to approximately 36.6% (1) after the Completion of the Acquisition, (ii) the issue
of Consideration Units at the beginning of the Forecast Year and (iii) the draw down of
Debt Financing at the beginning of the Forecast Year)
Interest Rate
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
Forecast Year
(Financial Year ending 30 September 2008)
No Deferred Units Issued
Existing
Properties (2)
Enlarged
Portfolio
Assuming Deferred Units
Had Been Issued
Existing
Properties (2)
Enlarged
Portfolio
DPU (cents) 8.32 8.54 7.45 7.67
DPU increase over
Existing Properties (%)
— 2.6 — 3.0
DPU (cents) 8.32 8.48 7.45 7.62
DPU increase over
Existing Properties (%)
— 1.9 — 2.3
DPU (cents) 8.32 8.43 7.45 7.57
DPU increase over
Existing Properties (%)
— 1.3 — 1.6
DPU (cents) 8.32 8.37 7.45 7.52
DPU increase over
Existing Properties (%)
— 0.6 — 0.9
DPU (cents) 8.32 8.31 7.45 7.47
DPU increase over
Existing Properties (%)
— –0.1 — 0.3
DPU (cents) 8.32 8.26 7.45 7.42
DPU increase over
Existing Properties (%)
— –0.7 — –0.4
Notes:
(1) Based on Suntec REIT’s Leverage Ratio as at 30 June 2007 (being the date of the latest unaudited financial
statements of Suntec REIT) and taking into account of the impact of the Debt Financing drawndown to fund the
Acquisition and the Acquisition on Deposited Property. It is assumed that the Acquisition is financed by a drawdown
of S$870.9 million under the Debt Financing, and an issue of S$94.1 million of Consideration Units.
(2) DPU includes the first instalment of Deferred Units representing 34.5 million Units.
F-16

6.4 Pro Forma NAV
The pro forma financial effects of the Acquisition on the NAV per Unit presented below are strictly
for illustrative purposes and were prepared based on the audited financial statements of Suntec
REIT for the financial year ended 30 September 2006 as well as the unaudited monthly
management accounts of ORQPL for the financial period from 1 October 2005 to 30 September
2006.
The pro forma financial effects of the Acquisition on the NAV per Unit as at 30 September 2006,
as if the Acquisition was completed on 30 September 2006, are as follows:
Existing Properties
Enlarged Portfolio
NAV (S$’000) 2,138,204 (1) 2,241,290 (2)
Issued Units (’000) (Assuming that all Deferred Units
were issued on the Listing Date)
NAV per Unit (S$) (Assuming that all Deferred Units
were issued on the Listing Date)
NAV (’000) (Assuming that the Convertible Bonds were
fully converted on 30 September 2006)
Issued Units (’000) (Assuming that all Deferred Units
were issued on the Listing Date and the Convertible
Bonds were fully converted on 30 September 2006)
NAV per Unit (cents) (Assuming that all Deferred Units
were issued on the Listing Date and the Convertible
Bonds were fully converted on 30 September 2006)
1,509,141 (3) 1,564,819 (4)
1.417 1.432
NA 2,679,396 (5)
NA 1,744,030 (6)
NA 1.536
Notes:
(1) Based on the audited financial statements of Suntec REIT for the year ended 30 September 2006 and adjusted for
the distribution in November 2006 in relation to Suntec REIT’s Distributable Income for the quarter ended 30
September 2006.
(2) Based on the audited financial statements of Suntec REIT for the year ended 30 September 2006 and adjusted for
the distribution in November 2006 in relation to Suntec REIT’s Distributable income for the quarter ended 30
September 2006 and based on the assumption that the Acquisition and the Issue of the Convertible Bonds were
completed on 30 September 2006.
(3) Comprises of 1,299,937,526 of issued Units as at 30 September 2006, 2,201,468 Units issued in October 2006 as
partial satisfaction of asset management fees incurred for the quarter ended 30 September 2006 and 207,002,170
Deferred Units.
(4) Comprises the Units set out in Note 3 and 5,230,308 Units assumed to be issued as satisfaction of the acquisition
fee payable to the Manager for the Acquisition at an illustrative price of S$1.86 per Unit, and 50,615,887
Consideration Units assumed to be issued as partial consideration for the Acquisition at an illustrative price of
S$1.86 per Unit.
(5) Based on the assumption that the Acquisition and the Issue of the Convertible Bonds were completed on 30
September 2006 and the Convertible Bonds were fully converted on the same day.
(6) Comprises the Units set out in Note 4 and 179,211,470 Conversion Units assumed to be issued on 30 September
2006.
As illustrated above, the NAV per Unit of the Enlarged Portfolio of Suntec REIT as at 30
September 2006 assuming that all Deferred Units were issued on the Listing Date and the Bonds
were fully converted on 1 October 2005 would be would be S$ 1.536. This represents an
increase of 12.26 cents in the NAV per Unit of Suntec REIT as at 30 September 2006.
F-17

6.5 Valuation of one-third interest in One Raffles Quay prepared by the Independent Valuers
The Manager and the Trustee have each commissioned an independent property valuer, Knight
Frank and CBRE respectively, to value the one-third interest in One Raffles Quay.
The salient points of the Independent Valuers’ report are as follows:
(i)
the basis of valuation used is “open market value” and “market value” by Knight Frank and
CBRE respectively, the definitions of which appear to be broadly consistent among the both
valuations by the Independent Valuers.
According to the valuation report by Knight Frank, “open market value” is the best price at
which the sale of an interest in property might reasonably be expected to have been
completed unconditionally for cash consideration on the date of valuation, assuming:
(a) a willing, but not anxious, buyer and seller;
(b) that prior to the date of valuation there had been a reasonable period (having regard
to the nature of the property and the state of the market), for the proper marketing of
the interest, for the agreement of price and terms and for the completion of the sale;
(c) that the state of the market, level of values and other circumstances were, on any
earlier assumed date of exchange of contracts, the same as on the date of valuation;
and
(d) that no account is taken of any additional bid by a purchaser with a ‘special interest’.
According to the valuation report by CBRE, “market value” is the estimated amount for
which an asset should exchange on the date of valuation between a willing buyer and a
willing seller in an arm’s length transaction, after proper marketing, wherein the parties had
each acted knowledgeably, prudently and without compulsion and also the following basis:
“the price at which the property might reasonably be expected to be sold at the date of the
valuation assuming:
(a) a willing, but not anxious, buyer and seller;
(b) a reasonable period within which to negotiate the sale, having regard to the nature
and situation of the property and the state of the market for property of the same kind;
(c) that the property will be reasonably exposed to the market;
(d) that no account is taken of the value or other advantage or benefit, additional to
market value, to the buyer incidental to ownership of the property being valued;
(e) that the seller has sufficient resources to allow a reasonable period for the exposure
of the property for sale; and
(f) that the seller has sufficient resources to negotiate an agreement for the sale of the
property.”
(ii)
(iii)
(iv)
Knight Frank arrived at their valuations using the investment method and discounted cash
flow analysis;
CBRE arrived at their valuations by using the capitalisation analysis and discounted cash
flow analysis;
it is the view of the Independent Valuers that the average rent of the existing tenancies
entered into appears to be below that of the current market rent of office space in the
vicinity. In light of this, the Vendor will be providing the Deed of Income Support which
would enable the rent payable over these tenancies to be within the acceptable market rent
levels. The Independent Valuers have taken into account these payments under the Deed
of Income Support in their valuation of the one-third interest in One Raffles Quay; and
F-18

(v)
both Knight Frank and CBRE stated that the open market value of the one-third interest in
One Raffles Quay as at 2 July 2007 is S$941.5 million.
The valuation certificates of Knight Frank and CBRE are set out in Appendix E of the Circular.
We note that the Agreed Consideration is identical to the valuation by both Knight Frank and
CBRE.
6.6 COMPARISON WITH RELEVANT TRANSACTIONS
6.6.1 Yield comparisons
The following are a selection of relevant past transactions carried out in Singapore by REITs and
a company listed on the SGX-ST and their relevant property yields as compared to that of the
Acquisition:
Property Name
Name of Acquirer
Purchase
Price
Market
Valuation
Date of
Market
Valuation
Net Property Income (1) Property Yields (2)
Historical (3) Forecast (4) Historical (5) Forecast (6)
(S$ Million) (S$ Million) (S$ Million) (S$ Million) (%) (%)
Transactions entered into by REITs
Office Properties
Bugis Junction Towers K-REIT Asia 159.5 159.5 Nov 2005 8.3 8.7 5.2% 5.5%
Keppel Towers and GE Tower K-REIT Asia 353.5 353.5 Nov 2005 8.0 9.9 2.3% 2.8%
Prudential Tower Property K-REIT Asia 117.7 117.7 Nov 2005 4.5 3.4 3.8% 2.9%
55 Market Street Allco REIT (7) 72.5 72.5 May 2006 NA NA NA 5.0%
High 5.2% 5.5%
Low 2.3% 2.8%
Average 3.8% 4.0%
Integrated Property Developments (8)
Ngee Ann City MMP REIT (9) 640.0 640.0 Feb 2005 31.7 30.3 5.0% 4.7%
Wisma Atria MMP REIT (9) 663.0 663.0 Feb 2005 34.1 33.3 5.1% 5.0%
China Square Central Allco REIT (7) 390.0 390.0 Dec 2005 9.7 17.6 2.5% 4.5%
Raffles City CMT (10) /CCT (11) 2,166.0 2,166.0 Mar 2006 NA 106.3 NA 4.9%
Park Mall Suntec REIT (12) 230.0 230.0 NA NA NA NA 5.0%
High 5.1% 5.0%
Low 2.5% 4.5%
Average 4.2% 4.9%
Transaction entered into by entities other than REITs
One Phillip Street Auric Pacific (13) 37.6 37.6 Feb 2006 0.848 NA 2.3% NA
One Raffles Quay Suntec REIT (12) 941.5 (14) 941.5 (15) Jul 2007 NA 39.6 (16) NA 4.2 (17)
Source: SGX-ST announcements, circulars to shareholders, listing prospectus and corporate annual reports.
Notes:
(1) Net property income generally refers to a property’s gross revenue (including gross rent, car park income and other
income earned such as rental of atrium space) less property expenses (including property tax, property
management fees, maintenance, general and administrative, advertising and publicity expenses) and is before
financing and taxes. In the table above, net property income of the relevant properties has been extracted from
publicly available sources and we have not independently verified such information.
(2) Property yield is computed based on the purchase price of the relevant property.
(3) Historical net property income presented in the table above is the pro forma net property income of the relevant
property for the financial year immediately preceding the year of completion of its acquisition as disclosed in public
documents. The pro forma net property income is the net property income of the relevant property following
adjustments made to, inter alia, reflect the structure of the real estate investment trusts. Details of adjustments
made in computation of the pro forma net property income of the relevant properties are set out in the relevant
public documents.
F-19

(4) Forecast net property income presented in the table above is presented on an annualised basis, by extrapolating
the forecast net property income of the relevant property for the forecast period. Forecast period for: (a) CMT’s
acquisitions of Bugis Junction is the two months period from 1 November 2005 to 31 December 2005; (b) K-REIT
Asia’s acquisitions of Keppel Towers and GE Tower, Prudential Tower and Bugis Junction Tower is the twelve
months period from 1 January 2006 to 31 December 2006; (c) for MMP REIT’s acquisition of Wisma Atria and Ngee
Ann City is six months period from 1 July 2005 to 31 December 2005; and (d) for Raffles City is four months period
from 1 September 2006 to 31 December 2006; (e) for China Square Central is ten months period from 1 March
2006 to 31 December 2006.
(5) Historical property yield is computed as the historical net property income divided by the purchase price of the
relevant property.
(6) Forecast property yield is computed as the forecast net property income divided by the purchase price of the
relevant property, with the exception 55 Market Street and Chijmes for which the forecast property yield has been
extracted from Allco REIT’s and Suntec REIT’s announcements of 5 June 2006 and 1 December 2005 respectively
on the SGX-ST.
(7) “Allco REIT” refers to Allco Commercial Real Estate Investment Trust
(8) Integrated Property Developments refers to mixed use developments which have part of their net lettable area
divided into retail and office space.
(9) “MMP REIT” refers to Macquarie MEAG Prime Real Estate Investment Trust
(10) “CMT” refer to CapitaMall Trust
(11) “CCT” refer to CapitaCommercial Trust
(12) “Suntec REIT” refers to Suntec Real Estate Investment Trust
(13) “Auric Pacific” refers to Auric Pacific Limited.
(14) The purchase price for the Acquisition refers to the Agreed Consideration paid by Suntec REIT.
(15) Market valuation for the Acquisition refers to the valuations conducted by Knight Frank and CBRE, the Independent
Valuers each commissioned by the Manager and the Trustee respectively, to value the one-third interest in One
Raffles Quay.
(16) Forecast net property income for the Acquisition after Deed of Income Support.
(17) Forecast property yield for the Acquisition has been computed as Suntec REIT’s share of the forecast net property
income of One Raffles Quay divided by the Agreed Consideration paid by Suntec REIT for one-third interest in One
Raffles Quay.
(18) “NA” herein denotes not available due to insufficient publicly available information.
The data presented above is for illustration purposes only. The properties which are the subject
of the relevant past transactions above may differ from One Raffles Quay in terms of title, net
lettable area, location, accessibility, composition of tenants, market risks, track record, future
prospects and other relevant criteria and such differences may be significant. Further, the
relevant past transactions may have taken place at different times and under different
circumstances and such differences may be significant.
We note that the relevant past transactions were undertaken with purchase prices either
identical to or very close to the market valuations provided by third party experts. In this respect,
the Acquisition is in line with market practice.
Our general observations from the table above are as follows:
(i)
(ii)
the Acquisition’s forecast property yield of 4.2% is within the range of the Office Properties’
forecast property yield of 2.8% to 5.5%, and is higher than the simple average of the office
properties’ forecast property yield of 4.0%; and
the Acquisition’s forecast property yield of 4.2% is below the range of the Integrated
Property Developments’ forecast property yield of between 4.5% and 5.0%.
We note from the CBRE Second Quarter Market View Report, prime office yields in Singapore
for the second quarter of 2007 were at 4.10%.
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6.6.2 Price Comparison
K-REIT Asia has announced on 30 July 2007 that its trustee had entered into a conditional share
purchase agreement with Boulevard for the acquisition of one-third of the issued share capital
of ORQPL for an agreed consideration of S$941.5 million.
6.7 Issue of Consideration Units to the Vendor
We note from the Circular that the issue of Consideration Units to the Vendor, as a wholly-owned
indirect subsidiary of Cheung Kong, would align the interest of Cheung Kong with the
Unitholders and demonstrate its commitment and support to Suntec REIT.
We note that the issue price for the Consideration Units will be equal to the volume weighted
average price per Unit for all trades on the SGX-ST, in the ordinary course of trading, for the last
10 Market Days prior to Completion.
The following are examples of similar offerings of units made by REITs listed on the SGX-ST in
connection with acquisitions made by such REITs:
Company Name
Date of
Circular Type of Transaction Issue Price (S$) Basis of the Issue Price
Ascendas Real
Estate Investment
Trust
Sep 2005
Preferential offering and
placement of
approximately S$200
million in relation to the
equity fund raising for the
acquisition of 12
properties
Preferential Offering and
Placement:
S$2.10 – S$2.15
Discount of not more
than 5% to the volume
weighted average price
for trades done for a full
market day on the day of
the signing of placement
agreement.
Ascott Residence
Trust
Mar 2007
Preferential offering and
placement of
approximately S$199
million in relation to the
equity fund raising for the
acquisition of properties
in Australia, Japan,
Philippines and Vietnam
Preferential Offering:
S$1.83 – S$1.88
Placement:
S$1.85 – S$1.90
Discount of not more
than 10% to the
weighted average price
for trades done for the
full market day
immediately preceding
the lodgement of the
offer information
statement.
CapitalCommercial
Trust
Aug 2006
Preferential offering and
placement of
approximately S$800
million in relation to the
equity fund raising for the
acquisition of Raffles City
(as defined in the circular
dated 15 Aug 2006)
Preferential Offering:
S$1.60 – S$1.67
Placement:
S$1.61 – S$1.68
For the placement issue
price, a discount of not
more than 10% to the
weighted average price
for trades done for the
full market day
immediately preceding
the lodgement of the
offer information
statement. For the
preferential offering, a
further discount of up to
1% in addition to the
discount at for the
placement issue price.
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Company Name
Date of
Circular Type of Transaction Issue Price (S$) Basis of the Issue Price
Fortune Real
Estate Investment
Trust
May 2005
Preferential offering and
placement of
approximately HK$1.9
billion in relation to the
equity fund raising for the
acquisition of 6
properties (namely, City
One Shatin, Waldorf
Garden, Tsing Yi Square,
Centre de Laguna, Lido
Garden, and Rhine
Garden)
Preferential Offering:
S$1.60 – S$1.67
Placement:
S$1.61 – S$1.68
Discount of not more
than 5% to the volume
weighted average price
for trades done for a full
market day on the day of
the signing of placement
agreement.
Mapletree
Logistics Trust
Dec 2005
Issuance of units as part
of the purchase
consideration, and
preferential offering and
placement of
approximately S$130
million in relation to the
equity fund raising for the
acquisition of Hong Kong
IPT Properties (as
defined in the circular
dated 22 Dec 2005)
Preferential Offering and
Placement:
S$0.945 – S$0.96
Consideration Units:
Same issue price as the
placement issue price
Discount of not more
than 5% to the volume
weighted average price
for trades done for a full
market day on the day of
the signing of placement
agreement.
Source: SGX-ST circulars to shareholders, and listing prospectus.
For all the above offerings, the issue price are at discounts of approximately 5% to 10% to the
volume-weighted average unit price for one full market day at relevant points in time. We note
that the issue price of Consideration Units would be equal to the volume weighted average price
per Unit for the last 10 Market Days prior to Completion without the imposition of a discount. In
addition, deriving the average unit price over a period of 10 Market Days may serve to even out
the effects of unit price volatility.
6.8 OTHER RELEVANT FACTORS
6.8.1 Occupancy Levels of One Raffles Quay
According to the Urban Redevelopment Authority (“URA”) Statistics as stated in URA’s
news release dated 27 July 2007, the island wide occupancy rates (2nd Quarter 2007)
for Category 1 office space was 95%.
As compared to that, One Raffles Quay has a 100% occupancy rate for the North Tower,
South Tower and the retail space as at the Latest Practicable Date.
6.8.2 Rental Top up by the Vendor
We note that, as One Raffles Quay is a recently completed development, a substantial
number of major tenancies were leased at rents which are significantly below current
market rental rates. In order to ensure a stable level of cash flow, the Trustee has
entered into a Deed of Income Support with the Vendor and the Guarantor. Under the
Deed of Income Support, the Vendor has undertaken, starting from Completion, to pay
to the Trustee quarterly instalments for 54 months up to an aggregate amount of
S$103.48 million (inclusive of GST). The Vendor’s commitment under the Deed of
Income Support is guaranteed by the Guarantor.
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6.8.3 Income Support
When period of Income Support ends, certain existing leases may still be at current
rates. It is assumed that these will be renewed at the market rate prevailing at their
respective expiry dates
7. CONCLUSION
In arriving at our opinion on the Acquisition, we have deliberated on the factors which we
consider to be pertinent and to have a bearing on our assessment including, inter alia, the
following:
(i)
(ii)
the rationale for the Acquisition and the issue of the Consideration Shares as highlighted
in the Circular;
the Acquisition, financed via a combination of equity and debt will result in DPU accretion
in the scenarios set out as follows for the Forecast Year:
(a)
(b)
(c)
Under Scenario A and based on an illustrative conversion price of S$2.51 (the
mid-point in the illustrative conversion price range of S$2.33 to S$2.79) for the
Convertible Bonds, the Acquisition, combined with the proposed debt financing, will
provide a DPU accretion of 0.25 cents (an increase of approximately 3.0%) which will
increase Suntec REIT’s DPU from 8.32 cents to 8.57 cents for the Forecast Year;
Under Scenario B and based on an illustrative coupon rate of 3.00% and a conversion
premium of 35% for the Convertible Bonds, the Acquisition, combined with the
proposed debt financing, will provide a DPU accretion of 0.37 cents (an increase of
approximately 4.4%) which will increase Suntec REIT’s DPU from 8.32 cents to 8.69
cents for the Forecast Year; and
Under Scenario C, based on an illustrative interest rate of 3.5%, the Acquisition, if
funded by the issue of Consideration Units and a drawdown from the Debt Financing,
will provide a DPU accretion of 0.22 cents (an increase of approximately 2.6%, which
will increase Suntec REIT’s DPU from 8.32 cents to 8.54 cents for the Forecast Year.
(iii) the increase in pro forma NAV per Unit of the Enlarged Portfolio of Suntec REIT as at 30
September 2006 (assuming that all Deferred Units were issued on the Listing Date and the
Bonds were fully converted on 1 October 2005) of 12.26 cents;
(iv)
(v)
(vi)
(vii)
the Agreed Consideration of S$941.5 million being equivalent to the valuation in the
one-third interest in One Raffles Quay by the Independent Valuers;
based on the Manager’s forecast and taking into account the Agreed Consideration of
S$941.5 million, the forecast consolidated Net Property Income yield is approximately
4.2% for the Forecast Year. We note that this is higher than the Net Property Income yield
of approximately 3.6% for the Existing Properties for the nine months ended 30 June 2007;
One Raffles Quay is an office property. The Acquisition’s forecast property yield of 4.2% is
within the range of the Office Properties’ forecast property yield of 2.8% to 5.5%, and is
higher than the simple average of the Office Properties’ forecast property yield of 4.0%.
However, the Acquisition’s forecast property yield of 4.2% is below the range of the
Integrated Property Developments’ forecast property yield of between 4.5% and 5.0% but
this should be assessed in light of One Raffles Quay being an office property as opposed
to an integrated property development;
the issue price of the Consideration Units being equal to the volume weighted average
price per Unit for all trades on the SGX-ST, in the ordinary course of trading, for the last 10
Market Days prior to Completion;
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(viii) the announcement by K-REIT Asia on 30 July 2007 that its trustee had entered into a
conditional share purchase agreement with Boulevard for the acquisition of one-third of the
issued share capital of ORQPL for the Agreed Consideration of S$941.5 million; and
(ix)
other relevant factors as set out in section 6.8 above.
Based on the analyses undertaken by us and subject to the qualifications and
assumptions made herein, EYCF is of the opinion that the Acquisition (together with the
entry into the Share Purchase Agreement) and the issue of the Consideration Units, are
on normal commercial terms and not prejudicial to the interests of Suntec REIT and the
minority Unitholders. Therefore, we advise the Independent Directors to recommend that
the Unitholders vote in favour of the Acquisition and the issue of the Consideration Units
at the EGM.
In giving our recommendation, we have not had regard to the specific investment objectives,
financial situation, tax position or unique needs and constraints of any individual Unitholder. As
the investment objectives of every Unitholder is different, we would advise that if a Unitholder
require advice in the context of their specific investment position, he should consult his
stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.
This letter is intended for the sole use of the Independent Directors and no other person may
reproduce, disseminate or quote this letter (or any part thereof) for any other purpose at any time
and in any manner without the prior written consent of EYCF in each specific case. This opinion
is governed by, and construed in accordance with, the laws of Singapore, and is strictly limited
to the matters stated herein and does not apply by implication to any other matter.
Yours faithfully
For and on behalf of
Ernst & Young Corporate Finance Pte Ltd
Eric Wong
Director
F-24

APPENDIX G
TAXATION
The following is a discussion of certain tax matters arising under the current tax laws of Singapore and
is not intended to be and does not constitute legal or tax advice. While this discussion is considered to
be a correct interpretation of existing laws in force as at the date of this Offering Circular, no assurance
can be given that courts or fiscal authorities responsible for the administration of such laws will agree
with this interpretation or that changes in such laws will not occur or changes which could be
retrospective in effect.
The discussion is limited to a summary of certain tax considerations in Singapore with respect to the
subscription for and conversion of the Convertible Bonds and ownership and disposal of the Units by
investors (either individuals or corporations), and does not purport to be a comprehensive nor
exhaustive description of all of the tax considerations that may be relevant to a decision to subscribe
to, own, dispose of or convert the Convertible Bonds or own or dispose of the Units and does not
purport to deal with the tax consequences applicable to all categories of investors, some of which (such
as dealers in securities) may be subject to special rules.
Prospective investors are advised to consult their tax advisers regarding the overall tax consequences
of ownership of the Convertible Bonds and Units.
SINGAPORE TAXATION OF SUNTEC REIT — ONE RAFFLES QUAY
Suntec REIT will receive its proportionate share of the rental income and other related income and
receipts from the One Raffles Quay property (“One Raffles Quay”) held indirectly through Comina
Investment Limited (“Comina”) and One Raffles Quay Pte Ltd (“ORQPL”), in a combination of the
following forms:
(i)
(ii)
(iii)
(iv)
Singapore-sourced dividend income;
Singapore-sourced interest income;
Proceeds from the repayment of shareholder’s loans and/or a return of capital; and/or
Gains from disposal of shares in Comina.
Suntec REIT may also receive top-up payments pursuant to a Deed of Income Support entered into
with Cavell Limited and the Guarantor.
Singapore-sourced dividend income
Under Singapore’s one-tier corporate tax system (the “One-Tier System”), dividends payable by
Singapore resident companies will be exempt from Singapore income tax in the hands of the immediate
shareholders, regardless of whether underlying tax has been suffered on the profits out of which the
dividends are paid.
Consequently, as ORQPL is resident in Singapore and is under the One-Tier System, the Singaporesourced
dividend income receivable by Comina from ORQPL will be exempt from Singapore income tax
(“Tax Exempt Income”).
When Comina, in turn, distributes dividend income to Suntec REIT, if Comina is a tax resident of
Singapore, that is, the control and management of its business is exercised in Singapore and as it is
under the One-Tier System, the dividend income will be treated as Singapore-sourced income and will
thus be exempt from Singapore income tax when received by Suntec REIT (“Tax-Exempt Income”).
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Singapore-sourced interest income
Singapore-sourced interest income receivable by Suntec REIT from ORQPL will be subject to
Singapore income tax at the corporate tax rate of 18% 1 , after adjusting for allowable expenses (“Taxed
Income”).
However, in a recent Income Tax (Amendment) Bill released by the Ministry of Finance for public
consultation on 15 June 2007, tax transparency treatment for Singapore-listed real estate investment
trusts would be extended to include income that is payable out of rental income or income from the
management or holding of immovable property in Singapore, except for gains from the disposal of such
immovable property. This proposed tax transparency treatment will take effect from the year of
assessment 2008 (i.e. financial year ending 2007).
Consequently, if this proposed amendment is passed in Parliament and enacted as law, the interest
income that is payable out of rental income or income from the management of holding of ORQ and
receivable by Suntec REIT would be accorded tax transparency treatment. As such, Suntec REIT will
not be taxed on such interest income after adjusting for allowable expenses, if this amount is distributed
to Unitholders in the year in which the income is earned. Instead, tax will be imposed on the
distributions made out of such interest income (“Taxable Income”) to Unitholders, by way of tax
deduction at source or direct assessment of tax on the Unitholders.
For such Taxable Income that is not distributed in the year the income is earned (“Retained Taxable
Income”), the Retained Taxable Income will be subject to Singapore income tax at the prevailing
corporate tax rate in the hands of Suntec REIT. Consequently, any subsequent distribution made by
Suntec REIT out of such after tax Retained Taxable Income would be a distribution of Taxed Income.
Proceeds from the repayment of shareholder’s loans and/or a return of capital
Suntec REIT may also receive proceeds from the repayment of shareholder’s loans or a return of
capital from ORQPL or Comina. Such proceeds are capital returns (“Capital Distributions”) and hence
will not be liable to Singapore income tax.
Gains from the disposal of shares in Comina by Suntec REIT
In the event that shares in Comina are disposed of by Suntec REIT, the tax on gains realised from the
disposal will be assessed on the Trustee of Suntec REIT if the gains are considered to be trading gains.
However, gains of a capital nature are not subject to tax as there is no capital gains tax in Singapore.
Whether a gain realised from the disposal of shares is a capital gain or a trading profit will have to be
determined based on the circumstances of the transaction and the overall business traits of Suntec
REIT.
Where gains arising from the disposal of shares in Comina by the Trustee are trading gains, such
trading gains are assessed to tax on the Trustee at the prevailing corporate tax rate, (“Taxed Income”)
and the Trustee will have to pay the tax so assessed.
Gains from the disposal of shares in ORQPL by Comina
In the event that shares in ORQPL are disposed of by Comina and if Comina is a resident of Singapore,
the tax on gains realised from the disposal will be assessed to tax if the gains are considered to be
trading gains. However, gains of a capital nature are not subject to tax as there is no capital gains tax
in Singapore. Whether a gain realised from the disposal of shares is a capital gain or a trading profit
will have to be determined based on the circumstances of the transaction and the overall business traits
of Comina.
1
While the current corporate tax rate is 20%, in the 2007 Budget announcement, the rate is reduced to 18% with effect from
the year of assessment 2008 (i.e. financial year ending 2007). The amendment is subject to approval of Parliament.
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Top-up payments made pursuant to the Deed of Income Support
Top-up payments made pursuant to the Deed of Income Support will be subject to Singapore income
tax at the prevailing corporate tax rate (“Taxed Income”).
SINGAPORE TAXATION OF SUNTEC REIT — THE EXISTING PROPERTIES
In its initial public offering in 2004, Suntec REIT has obtained a tax ruling dated 15 June 2004 from the
IRAS for its existing Singapore properties. Under the said tax ruling, the Trustee of Suntec REIT will not
be taxed on its Taxable Income that is distributed to Unitholders. This is on the condition that at least
90.0% of such income is distributed in the year in which the income is derived. Instead, tax will be
imposed on the distributions made out of such Taxable Income to Unitholders, by way of tax deduction
at source or direct assessment of tax on the Unitholders.
SINGAPORE TAXATION OF THE UNITHOLDERS — ONE RAFFLES QUAY & EXISTING
PROPERTIES
Suntec REIT will be making distributions to its Unitholders out of the above Tax-Exempt Income, Taxed
Income and Taxable Income. Suntec REIT may also be making capital distributions to its Unitholders.
Distribution of Tax-Exempt Income
Any distributions made by Suntec REIT to the Unitholders out of Tax-Exempt Income would be exempt
from Singapore income tax in the hands of all Unitholders, regardless of their corporate or residence
status. It should be noted that only Tax-Exempt Income received by Suntec REIT within each
distribution period is distributable to the Unitholders for that distribution period.
Distribution of Taxed Income (Income taxed at Trustee’s level)
Any distributions made by Suntec REIT to the Unitholders out of Taxed Income would be exempt from
Singapore income tax in the hands of all Unitholders, regardless of their corporate or residence status.
Unitholders would not be able to claim a credit or refund on the tax paid by Suntec REIT on such Taxed
Income.
Distribution of Taxable Income (Income granted tax transparency treatment)
Taxable Income of Suntec REIT that is granted tax transparency treatment is not subject to Singapore
income tax in the hands of Suntec REIT. Instead, tax is imposed on the distributions made by Suntec
REIT out of such Taxable Income to the Unitholders. Notwithstanding this, individuals and Qualifying
Unitholders will receive distributions from Taxable Income without deduction of tax. Tax will however be
deducted at source at the prevailing corporate tax rate or at the reduced rate of 10.0% from such
distributions made to all other Unitholders.
A “Qualifying Unitholder” refers to a:
(i)
(ii)
(iii)
Singapore incorporated company which is tax-resident in Singapore;
body of persons, other than a company or partnership, registered or constituted in Singapore (for
example, a town council, a statutory board, a registered charity, a registered cooperative society,
a registered trade union, a management corporation, a club and trade and industry association);
and
Singapore branch of a foreign company which has presented a letter of approval from the IRAS
granting a waiver from tax deduction at source in respect of distributions from Suntec REIT.
The reduced rate of 10.0% applies to distributions from Taxable Income made by Suntec REIT to a
Qualifying Foreign Non-Individual Unitholder during the period from 18 February 2005 to 17 February
2010.
G-3

A Qualifying Foreign Non-Individual Unitholder is a person (other than an individual) who is not a
resident of Singapore for income tax purposes and:
(i)
(ii)
who does not have a permanent establishment in Singapore; or
who carries on any operation in Singapore through a permanent establishment in Singapore,
where the funds used by that person to acquire the Units are not obtained from that operation.
Individuals, irrespective of their nationality and tax residence status, are exempt from tax on the gross
amount of the distributions from Taxable Income of Suntec REIT. This tax exemption does not apply to
individuals who derive such distributions through a partnership in Singapore or from the carrying on of
a trade, business or profession. These individuals are liable to tax on the gross amount of distributions
from Taxable Income received at their own applicable income tax rates.
Qualifying Unitholders are liable to tax on the gross amount of distributions from Taxable Income.
Where tax had been deducted at source at the prevailing corporate rate, the tax deducted is not a final
tax and may be used as a set-off against the Singapore income tax liability of the Unitholders.
Qualifying Foreign Non-Individual Unitholders will receive distributions net of tax at the reduced rate of
10.0% for distributions made till 17 February 2010. The 10.0% tax is a final tax.
Capital Distributions
Capital Distributions refer to distributions made by Suntec REIT out of proceeds received from the
repayment of the shareholder’s loans, and/or a return of capital. Such distributions would be made out
of Unitholders’ contributions. Unitholders will not be subject to Singapore income tax on such
distributions. These distributions will be treated as a return of capital for Singapore income tax
purposes, subject to the following conditions:
(i)
(ii)
The following statements are included in the annual dividend statement that CDP issues to
depositors:
• This amount of distribution is treated as a return of capital for Singapore income tax
purposes. Therefore, such return of capital cannot be onward distributed as income by
Unitholders. These Unitholders (and each subsequent level of unitholders) cannot also
onward distribute such return of capital as income.
• For Unitholders (and each subsequent level of unitholders) who hold the Units as trading or
business assets and are liable to Singapore income tax on gains arising from the disposal
of the Units, the amount of Capital Distributions will be applied to reduce the cost of the Units
for the purpose of calculating the amount of taxable trading gains when the Units are
disposed of. If the amount of Capital Distributions exceeds the cost of the Units, the excess
will be subject to tax as trading income of such unitholders.
Suntec REIT will maintain a memorandum account showing the movements in Unitholders’ Funds
to track the amount of capital distributed, and to submit such account prior to making any
distribution of capital.
GAINS ON DISPOSAL OF UNITS
Unitholders who dispose of the units in Suntec REIT may realise a gain or loss on such disposal. In
general, the gains on disposal of units may be treated as capital gains, and therefore not subject to
Singapore tax as there is no capital gains tax in Singapore, or they may be treated as income in nature,
in which case, they are subject to Singapore income tax in the hands of the Unitholders.
Whether or not a Unitholder is subject to Singapore income tax on the disposal gains depends on
whether or not the Unitholder is in the trade or business of dealing in investments. This will be
determined based on the Unitholder’s circumstances. Unitholders who are not in the trade or business
of dealing in investments may also be chargeable to tax on the gains realised from the disposal of units
G-4

if such gains are treated as trading gains having regard to the circumstances of the transaction.
Unitholders are encouraged to seek advice from their tax advisors to determine the tax implications
regarding the acquisition, ownership and disposition of their investments in Units.
SINGAPORE TAXATION IN RELATION TO THE CONVERTIBLE BONDS
In the event that the Convertible Bonds (“Bonds”) are issued, it is intended that the Bonds will be
Qualifying Debt Securities for the purposes of Section 13(16) of the Singapore Income Tax Act (“SITA”),
Chapter 134 of Singapore. Accordingly, a summary of the Singapore income tax implications are as
follows:
• Where interest or, if any discount income (not including discount income from secondary trading)
(“Discount”) is derived from the Bonds by any person who is not resident in Singapore and who
does not carry on any operation in Singapore through a permanent establishment in Singapore,
the tax exemption applies;
• Non-residents who have permanent establishments in Singapore can also benefit from this
exemption provided that they do not acquire the Bonds using any funds from Singapore
operations. Funds from Singapore operations means, in relation to a person, the funds and profits
of that person’s operations through a permanent establishment in Singapore; and
• Interest and Discount, if any, on the Bonds received by any company in Singapore and by any
body of persons (as defined in the SITA) in Singapore is subject to income tax at a concessionary
rate of 10 percent.
Taxation of Bondholders who are Individuals
Certain Singapore-sourced investment income derived by individuals on or after 1 January 2004 from
financial instruments is exempt from tax, including:
(a)
(b)
interest from debt securities; and
discount income (not including discount income from secondary trading) from debt securities
issued on or after 17 February 2006 2 .
except where such income is derived through a partnership in Singapore or is derived from the carrying
on of a business or profession in Singapore.
Taxation of Bondholders other than Individuals
(A)
Bondholders of Qualifying Debt Securities — Tax treatment and conditions of Qualifying
Debt Securities
As the issue of the Bonds is lead managed and arranged jointly by Citigroup and Deutsche Bank,
which are both Financial Sector Incentive (Bond Market) Companies (as defined in the SITA), the
Bonds would be Qualifying Debt Securities for the purposes of section 13(16) of the SITA to which
the following treatments apply:
(i)
subject to certain conditions having been fulfilled (including the submission by or on behalf
of the Issuer of a Return on Debt Securities to the Monetary Authority of Singapore (“MAS”)
and the Comptroller of Income Tax (“Comptroller”) within one month from the date of issue
of the Bonds and subject to the Suntec REIT including in all offering documents relating to
the Bonds a statement to the effect that where interest or, if any Discount is derived from the
Bonds by any person who is not resident in Singapore and who carries on any operation in
Singapore through a permanent establishment in Singapore, the tax exemption in this
paragraph does not apply if such person acquires the Bonds using funds from Singapore
operations), interest and Discount, if any, on the Bonds received by a holder who is not
2
Whilst this was proposed in 2006 Budget, it has to-date not been promulgated as law.
G-5

esident in Singapore and who does not have a permanent establishment in Singapore is
exempt from Singapore income tax. Non-residents who have permanent establishments in
Singapore can also benefit from this exemption provided that they do not acquire the Bonds
using any funds from Singapore operations. Funds from Singapore operations means, in
relation to a person, the funds and profits of that person’s operations through a permanent
establishment in Singapore;
(ii)
(iii)
(iv)
subject to certain conditions having been fulfilled (including the submission by or on behalf
of Suntec REIT of a return on debt securities to the MAS and the Comptroller within one
month from the date of issue of the Bonds) interest and Discount, if any, on the Bonds
received by any company in Singapore is subject to income tax at a concessionary rate of
10 percent.;
interest and Discount, if any, on the Bonds received by any body of persons (as defined in
the SITA) in Singapore is subject to income tax at a concessionary rate of 10 percent.; and
subject to:
(i)
(ii)
Suntec REIT including in all offering documents relating to the Bonds a statement to
the effect that any person whose interest or Discount, if any, derived from the Bonds
is not exempt from tax shall include such interest or Discount, if any, in a return of
income made under the SITA; and
Suntec REIT or such other person as the Comptroller may direct, furnishing to the
Comptroller a return on the debt securities within one month from the date of issue of
the Bonds and such other particulars in connection with those Bonds as the
Comptroller may require,
interest or Discount, if any, derived from the Bonds is not subject to the withholding of tax by
Suntec REIT.
It was announced in 2007 Budget that the above tax exemption and concessionary tax rate on
income derived from qualifying debt securities would also apply to redemption premium,
prepayment fees and break costs derived by investors pursuant to their investments in qualifying
debt securities issued on or after 15 February 2007, subject to conditions yet to be specified 3 .
However, notwithstanding the foregoing:
(i)
(ii)
if during the primary launch of the Bonds, the Bonds are issued to fewer than four persons
and 50 percent or more of the issue of the Bonds is beneficially held or funded, directly or
indirectly, by related parties of Suntec REIT, the Bonds would not qualify as Qualifying Debt
Securities; and
even though the Bonds are “Qualifying Debt Securities”, if, at any time during the tenure of
the Bonds, 50 percent or more of the issue of the Bonds is held beneficially or funded,
directly or indirectly, by any related party(ies) of Suntec REIT, interest and Discount, if any,
derived from the Bonds held by
(aa) any related party of Suntec REIT; or
(bb) any other person where the funds used by such person to acquire the Bonds are
obtained, directly or indirectly from any related party of Suntec REIT,
shall not be eligible for the tax exemption or concessionary rate of tax of 10 percent
described in paragraphs (a) to (d) above.
3
Please note that the aforesaid expansion on the scope of the Qualifying Debt Securities incentives is still subject to the
approval of Parliament.
G-6

The term “related party”, in relation to a person, means any other person who, directly or indirectly,
controls that person, or is controlled, directly or indirectly, by that person, or where he and that
other person directly or indirectly are under the control of a common person.
Notwithstanding that Suntec REIT is permitted to make payments under the Bonds without
deduction or withholding of tax under sections 45 and 45A of the SITA, any person whose interest
or Discount derived from the Bonds is not exempt from tax is required under the SITA to include
such interest or Discount in a return of income made under the SITA.
(B)
Bondholders of Non-Qualifying Debt Securities — Tax treatment
Under the current Singapore income tax legislation, payments falling within section 12(6) of the
SITA (including interest) are deemed to be derived from Singapore where the payments are:
(a)
(b)
(c)
borne, directly or indirectly, by a person resident in Singapore or a permanent establishment
in Singapore (except in respect of a business carried on outside Singapore through a
permanent establishment outside Singapore or any immovable property situated outside
Singapore);
deductible against any income accruing in or derived from Singapore; or
income derived from loans where the funds provided by such loans are brought into or used
in Singapore.
Further, where such payments are made to a person not known to be a resident in Singapore for
tax purposes, such payments are subject to withholding tax in Singapore at the rate of 15 percent.
The 15 percent tax rate may be reduced by applicable avoidance of double taxation agreements
concluded between Singapore and the relevant countries. However, if the payment is derived by
a person not resident in Singapore from its trade, business, profession or vocation carried on or
exercised in Singapore or is effectively connected with any permanent establishment in Singapore
of that person, the withholding tax rate is 18 percent with effect from the Year of Assessment 2008
(excluding payments made to non-resident individuals/Hindu Joint Families 4 ).
Gains on disposal (including by way of conversion) of the Bonds
Singapore does not impose tax on capital gains. However, in the event that the gains arising from the
disposal of the Bonds (including by way of conversion) are considered to be trading gains, such gains
would be subject to tax.
Whether or not a gain is treated as trading gain or capital gain depends on whether or not the
Bondholders is in the trade or business of dealing in investments. This will be determined based on the
Bondholders’ circumstances. Bondholders who are not in the trade or business of dealing in
investments may also be chargeable to tax on the gains realised from the disposal of bonds if such
gains are treated as trading gains having regard to the circumstances of the transaction. Bondholders
are encouraged to seek advice from their tax advisers to determine the tax implications regarding the
acquisition, ownership and disposition of their investments in Bonds.
Certain tax consequences of a conversion of the Bonds
A conversion of the Bonds into Units may be regarded as a disposal of the Bonds for Singapore income
tax purposes and a Bondholder may consequently need to recognise a gain or loss upon the
conversion of the Bonds into Units. Such gain or loss may be income or capital in nature depending on
the circumstances of the holder (as discussed above) and may or may not be taxable or deductible
4
The proposed reduction in the withholding tax rate to 18 percent with effect from the Year of Assessment 2008 on certain
payments made to non-resident persons (other than non-resident individuals/Hindu joint families) in 2007 Budget is still
subject to the approval of Parliament.
G-7

accordingly. In addition, it is not entirely clear whether the value of the Units at the relevant time would
be regarded as the proceeds of such disposal to be used to compute the gain or loss upon the
conversion of the Bonds into Units.
Non-resident Bondholders receiving gains on the sale or conversion of The Bonds may also be liable
to tax in their respective foreign jurisdictions. Subject to the domestic laws of the respective foreign
jurisdictions and any avoidance of double taxation agreements concluded with Singapore, there could
be foreign tax relief available for the Singapore tax suffered on the gains (if applicable).
Adoption of FRS 39 treatment for Singapore income tax purposes
On 30 December 2005, the Inland Revenue Authority of Singapore issued a circular entitled “Income
Tax Implications arising from the adoption of FRS 39 — Financial instruments: Recognition and
Measurement” (“FRS 39 Circular”). Legislative amendments to give effect to the FRS 39 Circular were
enacted on 13 February 2007 under the Income Tax (Amendment) Act 2007.
The FRS 39 Circular generally applies, subject to certain “opt-out” provisions, to taxpayers who are
required to comply with FRS 39 for financial reporting purposes.
Holders of the Bonds who may be subject to the tax treatment under the FRS 39 Circular should consult
their own accounting and tax advisers regarding the Singapore income tax consequences of their
acquisition, holding or conversion of the Bonds.
Investors are advised to seek their own tax advice on the tax consequences to them of a conversion
of the Bonds into Units. Holders of the Bonds and/or Units who are adopting Financial Reporting
Standard 39 (‘FRS 39”) for Singapore income tax purposes may be required to recognise gains or
losses on the Bonds, irrespective of disposal of the Bonds, in accordance with FRS 39.
G-8

APPENDIX H
PROPOSED SUPPLEMENT TO THE TRUST DEED
The proposed form of the Valuation of Real Estate Supplement is as follows:
• Clause 6.1.2 of the Trust Deed be amended to reflect the additions as indicated by the underlined
text below and the deletions as indicated by the deleted text below:
“6.1.2 (in the case of an Investment falling within any paragraph of the definition of
“Authorised Investment” which is in the nature of a Real Estate in the form of land
whether held directly by the Trustee or indirectly through Special Purpose Vehicles and
subject to Clauses 6.2 to 6.4) (a) on the Trust’s acquisition of an Authorised Investment,
its Acquisition Cost thereof on its Acquisition Date and (b) on a subsequent valuation
by an Approved Valuer of such Authorised Investment obtained pursuant to any of the
provisions of this Deed since the date of the Trust’s acquisition of such Authorised
Investment, the Value of such Authorised Investment as determined by such valuation
(or an appropriate proportion thereof where relevant, in a situation where the Real
Estate is not (whether directly or indirectly) wholly-owned by the Trust);”
• that Clause 6.1.3 of the Trust Deed be deleted in its entirety.
• that Clauses 6.1.4, 6.1.5 and 6.1.6 be re-numbered as 6.1.3, 6.1.4 and 6.1.5 respectively.
H-1

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NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Suntec Real Estate
Investment Trust (“Suntec REIT”) will be held at Level 3, Room 325 and 326, Suntec Singapore
International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 on
8 October 2007 at 2.30 pm for the purpose of considering and, if thought fit, passing, with or without
modifications, the following resolutions:
ORDINARY RESOLUTION
1. THE PROPOSED ACQUISITION OF A ONE-THIRD INTEREST IN ONE RAFFLES QUAY
That:
(a)
(b)
approval be and is hereby given for the acquisition of a one-third interest in One Raffles
Quay (as defined in the circular dated 18 September 2007 issued by ARA Trust Management
(Suntec) Limited, as manager of Suntec REIT (the “Manager”), to unitholders of Suntec
REIT (the “Circular”)) through the acquisition of the entire issued share capital of Comina
Investment Limited (the “Acquisition”), on the terms and conditions set out in the share
purchase agreement dated 30 July 2007 and the supplemental agreement dated 11
September 2007 made, inter alia, between HSBC Institutional Trust Services (Singapore)
Limited, as trustee of Suntec REIT (the “Trustee”), and Cavell Limited (the “Vendor”) and for
payment of all fees and expenses relating to the Acquisition (as described in the Circular);
and
the Manager, any director of the Manager (“Director”) and the Trustee be and are hereby
severally authorised to complete and do all such acts and things (including executing all
such documents as may be required) as the Manager, such Director or, as the case may be,
the Trustee may consider expedient or necessary or in the interests of Suntec REIT to give
effect to the Acquisition.
EXTRAORDINARY RESOLUTION
2. THE PROPOSED ISSUE OF UP TO S$450,000,000 AGGREGATE PRINCIPAL AMOUNT OF S$
DENOMINATED CONVERTIBLE BONDS
That subject to and contingent upon the passing of Resolution 1:
(a)
(b)
approval be and is hereby given for the issue of up to S$450,000,000 aggregate principal
amount of S$ denominated convertible bonds (the “Issue of Convertible Bonds” and the
convertible bonds, “Convertible Bonds”), which are interest-bearing and convertible into
new units (the “Conversion Units”). By approving the Issue of Convertible Bonds, the
Unitholders would be deemed to have approved the terms of the Convertible Bonds,
together with the terms which are incidental or ancillary to such terms, and the issue of
Conversion Units upon conversion of the Convertible Bonds; and
the Manager, any Director and the Trustee be and are hereby severally authorised to
complete and do all such acts and things (including executing all such documents as may
be required) as the Manager, such Director or, as the case may be, the Trustee may consider
expedient or necessary or in the interests of Suntec REIT to give effect to the Issue of
Convertible Bonds.
I-1

ORDINARY RESOLUTION
3. THE PROPOSED ISSUE OF CONSIDERATION UNITS TO THE VENDOR
That subject to and contingent upon the passing of Resolution 1:
(a)
(b)
approval be and is hereby given for the issue of such number of new Units to the Vendor (or
such other person or persons nominated by the Vendor), at a price per Unit equal to the
volume-weighted average price per Unit for all trades on the Singapore Exchange Securities
Trading Limited, in the ordinary course of trading, for the last 10 market days prior to the
completion of the Acquisition, (the “Consideration Units”) to finance a part of the
Acquisition, in the manner described in the Circular; and
the Manager, any Director and the Trustee be and are hereby severally authorised to
complete and do all such acts and things (including executing all such documents as may
be requires) as the Manager, such Director or, as the case may be, the Trustee may consider
expedient or necessary or in the interests of Suntec REIT to give effect to the issue of
Consideration Units.
ORDINARY RESOLUTION
4. THE PROPOSED GENERAL MANDATE FOR THE ISSUE OF NEW UNITS AND/OR
CONVERTIBLE SECURITIES
That:
(a)
(b)
(c)
(b)
approval be and is hereby given for the general mandate to be given to the Manager
pursuant to Rule 887 of the Listing Manual issued by Singapore Exchange Securities
Trading Limited (the “Listing Manual”) for the issue of new units in Suntec REIT (“Units”)
and/or convertible securities in the financial year ending 30 September 2008, provided that
such number of new Units and convertible securities does not exceed 50.0% of the number
of Units in issue at the end of FY2007, of which the aggregate number of additional new
Units and convertible securities issued other than on a pro rata basis to Unitholders shall not
be more than 20.0% of the number of Units in issue at the end of FY2007 (the “General
Mandate”);
where the terms of the issue of the convertible securities provide for adjustment to the
number of warrants or other convertible securities, in the event of rights, bonus or other
capitalisation issues, additional convertible securities may be issued notwithstanding that
the General Mandate may have ceased to be in force at the time the convertible securities
are issued, provided that the adjustment does not give the holder of such convertible
securities a benefit that a Unitholder does not receive;
Units arising from the conversion of the convertible securities may be issued notwithstanding
that the General Mandate may have ceased to be in force at the time the convertible
securities are issued; and
the Manager, any Director and the Trustee be and are hereby severally authorised to
complete and do all such acts and things (including executing all such documents as may
be required) as the Manager, such Director or, as the case may be, the Trustee may consider
expedient or necessary or in the interests of Suntec REIT to give effect to the General
Mandate.
I-2

EXTRAORDINARY RESOLUTION
5. THE PROPOSED SUPPLEMENT TO THE TRUST DEED IN CONNECTION WITH THE
VALUATION OF REAL ESTATE
That:
(a) approval be and is hereby given to supplement Clause 6 of the trust deed dated 29
November 2004 (as amended) constituting Suntec REIT with the Valuation of Real Estate
Supplement (as defined in the Circular) in the manner set our in Appendix H of the Circular;
and
(b)
the Manager, any Director and the Trustee be and are hereby severally authorised to
complete and do all such acts and things (including executing all such documents as may
be required) as the Manager, such Director or, as the case may be, the Trustee may consider
expedient or necessary or in the interests of Suntec REIT to give effect to the Valuation of
Real Estate Supplement.
BY ORDER OF THE BOARD
ARA Trust Management (Suntec) Limited
(as manager of Suntec Real Estate Investment Trust)
Company Registration No. 200410976R
Yap Lune Teng/Goh Lee Tao
Company Secretary
Singapore
18 September 2007
Important Notice
(1) A unitholder of Suntec REIT entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more
than two proxies to attend and vote in his stead. A proxy need not be a unitholder of Suntec REIT.
(2) The instrument appointing a proxy must be lodged at the Manager’s registered office at 9 Temasek Boulevard, #09-01
Suntec Tower Two, Singapore 038989 not less than 48 hours before the time appointed for the Extraordinary General
Meeting.
I-3

IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW
Notes To Proxy Form
1. A unitholder of Suntec REIT (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting is entitled to
appoint one or two proxies to attend and vote in his stead.
2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of
his holding (expressed as a percentage of the whole) to be represented by each proxy.
3. A proxy need not be a Unitholder.
4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the
Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. If
the Unitholder has Units registered in his name in the Register of Unitholders of Suntec REIT, he should insert that number
of Units. If the Unitholder has Units entered against his name in the said Depository Register and registered in his name
in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy
will be deemed to relate to all the Units held by the Unitholder.
5. The instrument appointing a proxy or proxies must be deposited at the Manager’s registered office at 9 Temasek Boulevard,
#09-01 Suntec Tower Two, Singapore 038989, not less than 48 hours before the time set for the Extraordinary General
Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under
its common seal or under the hand of its attorney or a duly authorised officer.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a duly
certified copy thereof must (failing previous registration with the Manager) be lodged with the instrument of proxy; failing
which the instrument may be treated as invalid.
8. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the
true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In
addition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder,
being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours before
the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager.
9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended
or voted at the Extraordinary General Meeting.
10. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or
on the declaration of the result of the show of hands) demanded by the Chairman or by five or more Unitholders present
in person or by proxy, or holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll
is so demanded, a declaration by the Chairman that such a resolution has been carried or carried unanimously or by a
particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
11. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation)
is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by
proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use
all his votes or cast them the same way.

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✂
SUNTEC REAL ESTATE INVESTMENT TRUST
(Constituted in the Republic of Singapore
pursuant to a trust deed dated 1 November 2004 (as amended))
PROXY FORM
EXTRAORDINARY GENERAL MEETING
I/We
of
IMPORTANT
1. For investors who have used their CPF monies to
buy units in Suntec Real Estate Investment Trust,
this Circular is forwarded to them at the request of
their CPF approved nominees and is sent FOR
INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF
investors and shall be ineffective for all intents and
purposes if used or is purported to be used by them.
being a unitholder/unitholders of Suntec Real Estate Investment Trust (“Suntec REIT”), hereby appoint:
Name
and/or (delete as appropriate)
Name
Address
Address
NRIC/Passport
Number
NRIC/Passport
Number
(Name)
(Address)
Proportion of Unitholdings
No. of Units %
Proportion of Unitholdings
No. of Units %
or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies to attend and
to vote for me/us on my/our behalf and if necessary, to demand a poll, at the Extraordinary General Meeting of
Suntec REIT to be held at 2.30 pm on 8 October 2007 at Level 3, Room 325 and 326, Suntec Singapore
International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 and any
adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolution to be proposed at the
Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the
proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at
the Extraordinary General Meeting.
No.
Resolutions
1 To approve the acquisition of a one-third
interest in One Raffles Quay (Ordinary
Resolution)
2 To approve the issue of up to
S$450,000,000 aggregate principal amount
of S$ Denominated Convertible Bonds
(Extraordinary Resolution)
3 To approve the issue of Consideration Units
to the Vendor (Ordinary Resolution)
4 To approve the general mandate to issue
new Units and/or convertible securities
(Ordinary Resolution)
5 To approve the supplement to the Trust
Deed in connection with the Valuation of
Real Estate (Extraordinary Resolution)
To be used on a
show of hands
For* Against *
To be used in
the event of a poll
No. of
Votes For **
No. of Votes
Against **
* If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided.
** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided. Alternatively, Please indicate
the number of votes as appropriate.
Dated this day of 2007 Total number of Units held
Signature(s) of Unitholder(s)/Common Seal

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Affix
Postage
Stamp
The Company Secretary
ARA Trust Management (Suntec) Limited
(as manager of Suntec Real Estate Investment Trust)
9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
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ARA Trust Management (Suntec) Limited
9 Temasek Boulevard
#09-01 Suntec Tower Two
Singapore 038989
Tel: (65) 6835 9232 Fax: (65) 6835 9672
www.suntecreit.com