Page 144 - ar2012

CDL Hospitality TrustS
142
Notice of Annual General Meetings
Explanatory notes:
1. Ordinary Resolution 3
The Ordinary Resolution 3 above, if passed, will empower the H-REIT Manager and the HBT Trustee-
Manager from the date of these Annual General Meetings until the date of the next Annual General
Meetings of H-REIT and HBT, to issue Stapled Securities and to make or grant Instruments (such as
securities, warrants or debentures) convertible into Stapled Securities and issue Stapled Securities
pursuant to such instruments, up to a number not exceeding 50% of the total number of issued Stapled
Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) of which up to 20% of the total
number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) may
be issued other than on a pro rata basis to Security Holders.
The Ordinary Resolution 3 above, if passed, will also empower the H-REIT Manager and the HBT Trustee-
Manager from the date of these Annual General Meetings until the date of the next Annual General Meetings
of H-REIT and HBT, to issue Stapled Securities as either full or partial payment of fees which the H-REIT
Manager and the HBT Trustee-Manager are entitled to receive for their own accounts pursuant to the H-REIT
Trust Deed and the HBT Trust Deed respectively.
For determining the aggregate number of Stapled Securities that may be issued, the percentage of issued
Stapled Securities will be calculated based on the issued Stapled Securities at the time the Ordinary
Resolution 3 above is passed, after adjusting for new Stapled Securities 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 Stapled Securities.
Fund raising by issuance of new Stapled Securities may be required in instances of property acquisitions or
debt repayments. In any event, if the approval of Security Holders is required under the Listing Manual of
SGX-ST and the Trust Deed or any applicable laws and regulations in such instances, the H-REIT Manager
and the HBT Trustee-Manager will then obtain the approval of Security Holders accordingly.