Circular to Unitholders - Suntec REIT

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