Circular to Unitholders - Suntec REIT

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.
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