Circular to Unitholders - Suntec REIT

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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.
--------------------------------------------------------------------------------------------------------------------------------------------- ✂ 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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CIRCULAR DATED 18 SEPTEMBER 2007 TH
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One Raffles Quay is a prime landmar
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3One Raffles Quay enjoys several ke
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Proposed Issue of Convertible Bonds
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copy of this Circular has been issu
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CORPORATE INFORMATION Directors of
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This page has been intentionally le
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OVERVIEW OF THE ACQUISITION Descrip
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Letter to Unitholders for further d
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• Income Diversification The Acqu
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aggregate number of new Units and c
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SUNTEC REAL ESTATE INVESTMENT TRUST
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Approval in-principle has been obta
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2.2 Rationale for the Acquisition T
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Scenario A: Forecast DPU (Assuming
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Scenario C: Forecast DPU (Assuming
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will decrease from approximately 87
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Suntec REIT will allot and issue su
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3.6 Asset Management Agreement The
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(iv) Suntec REIT has extended one-t
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4.2.2 Pro Forma NAV The pro forma f
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(c) the number of Consideration Uni
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Save as disclosed above and based o
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Forecast Consolidated Statement of
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For illustrative purposes only, bas
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and the existing Units will be aggr
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Accordingly, the Independent Direct
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17. CONSENTS Each of the Independen
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Conversion Price : Has the meaning
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Hongkong Land : Hongkong Land Limit
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Property Funds Guidelines : The gui
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Trading Day : A day when the SGX-ST
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Based on ORQ Interest Forecast Year
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2.2 Trade Sector Analysis for Exist
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Conversion Price : For illustrative
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Existing Properties (1) FY2008 S$(
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eference to (i) Gross Rent payable
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Page 82 and 83: The percentage of projected gross r
Page 84 and 85: (X) Income Tax Expense The forecast
Page 86 and 87: This page has been intentionally le
Page 88 and 89: Events and circumstances frequently
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Page 94 and 95: Cheung Kong or Mr Lim Hwee Chiang,
Page 96 and 97: The Trustee shall extend the Purcha
Page 98 and 99: The acquisition fee payable to the
Page 100 and 101: 5. METHOD OF FINANCING 5.1 The Fina
Page 102 and 103: 5.5 The Proposed Issue of Considera
Page 104 and 105: Office Towers within Suntec REIT’
Page 106 and 107: Scenario A: Forecast DPU (Assuming
Page 108 and 109: Scenario C: Forecast DPU (Assuming
Page 110 and 111: 6.5 Valuation of one-third interest
Page 112 and 113: (4) Forecast net property income pr
Page 114 and 115: Company Name Date of Circular Type
Page 116 and 117: (viii) the announcement by K-REIT A
Page 118 and 119: Singapore-sourced interest income S
Page 120 and 121: A Qualifying Foreign Non-Individual
Page 122 and 123: esident in Singapore and who does n
Page 124 and 125: accordingly. In addition, it is not
Page 128 and 129: ORDINARY RESOLUTION 3. THE PROPOSED
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Circular to Unitholders - Suntec REIT

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