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134
STARHILL
GLOBAL
REIT
Annual
Report
FY 2014/15
Notice of
Annual General Meeting
(3) in exercising the authority conferred by this Resolution, the Manager shall comply with the
provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance
has been waived by the SGX-ST) and the trust deed constituting SGR (as amended) (the “Trust
Deed”) for the time being in force (unless otherwise exempted or waived by the Monetary
Authority of Singapore);
(4) (unless revoked or varied by the Unitholders in a general meeting) the authority conferred by this
Resolution shall continue in force until (i) the conclusion of the next AGM of SGR or (ii) the date by
which the next AGM of SGR is required by law to be held, whichever is earlier;
(5) where the terms of the issue of the Instruments provide for adjustment to the number of
Instruments or Units into which the Instruments may be converted, in the event of rights, bonus
or other capitalisation issues or any other events, the Manager is authorised to issue additional
Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by
this Resolution may have ceased to be in force at the time the Instruments and/or Units are issued;
and
(6) the Manager 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 or, as
the case may be, the Trustee, may consider expedient or necessary or in the interest of SGR to give
effect to the authority conferred by this Resolution.
(Please see Explanatory Notes)
BY ORDER OF THE BOARD
YTL Starhill Global REIT Management Limited
(Company Registration No. 200502123C)
As Manager of Starhill Global Real Estate Investment Trust
Lam Chee Kin
Joint Company Secretary
Singapore
25 September 2015
Starhill Global Real Estate Investment Trust
(Constituted in the Republic of Singapore pursuant to a trust deed dated 8 August 2005 (as amended))
EXPLANATORY NOTES:
Ordinary Resolution 3
The Ordinary Resolution 3 above, if passed, will empower the Manager from the date of this AGM until the date of the next AGM of
SGR, to issue Units and to make or grant instruments (such as securities, warrants or debentures) convertible into Units and issue
Units pursuant to such instruments, up to a number not exceeding 50% of the total number of issued Units (excluding treasury Units,
if any), of which up to 20% may be issued other than on a pro rata basis to Unitholders.
The Ordinary Resolution 3 above, if passed, will empower the Manager from the date of this AGM until the date of the next AGM of
SGR, to issue Units as either full or partial payment of fees which the Manager is entitled to receive for its own account pursuant to the
Trust Deed.
For determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on
the issued Units at the time the Ordinary Resolution 3 above is passed, after adjusting for new Units arising from the conversion
or exercise of any instruments which are outstanding at the time this Resolution is passed and any subsequent bonus issue,
consolidation or subdivision of Units.
Fundraising by issuance of new Units may be required in instances of property acquisitions or debt repayments. In any event, if the
approval of Unitholders is required under the Listing Manual of the SGX-ST and the Trust Deed or any applicable laws and regulations
in such instances, the Manager will then obtain the approval of Unitholders accordingly.
Notes:
(1)
A Unitholder entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote in his stead. Where a Unitholder appoints
more than one proxy, the appointments shall be invalid unless he specifies the proportion of his unitholdings to be represented by each proxy. A proxy need not
be a Unitholder.
(2)
The proxy form must be deposited at the office of SGR’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land
Tower, Singapore 048623, not less than 48 hours before the time appointed for the AGM.
Personal Data Privacy
(3)
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a Unitholder
(i) consents to the collection, use and disclosure of the Unitholder’s personal data by the Manager and the Trustee (or their agents) for the purpose of the processing
and administration by the Manager and the Trustee (or their agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and
the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the
Manager and the Trustee (or their agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants
that where the Unitholder discloses the personal data of the Unitholder’s proxy(ies) and/or representative(s) to the Manager and the Trustee (or their agents), the
Unitholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Manager and the Trustee (or their
agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Unitholder will indemnify the Manager and the
Trustee in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of warranty.
