CDL Hospitality Trusts - Annual Report 2014 - page 173

171
ANNUAL REPORT 2014
NOTICE OF ANNUAL GENERAL MEETINGS
(b) issue Stapled Securities in pursuance of any Instrument made or granted by
the H-REIT Manager and the HBT Trustee-Manager while this Resolution was
in force (notwithstanding that the authority conferred by this Resolution may
have ceased to be in force),
provided that:
(1) the aggregate number of Stapled Securities to be issued pursuant to
this Resolution (including Stapled Securities to be issued in pursuance
of Instruments made or granted pursuant to this Resolution), shall not
exceed fifty per cent (50%) of the total number of issued Stapled Securities
(excluding treasury H-REIT Units and treasury HBT Units, if any) (as calculated
in accordance with sub-paragraph (2) below), of which the aggregate number
of Stapled Securities to be issued other than on a pro rata basis to Security
Holders shall not exceed twenty per cent (20%) of the total number of issued
Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units,
if any) (as calculated in accordance with sub-paragraph (2) below);
(2) subject to such manner of calculation as may be prescribed by Singapore
Exchange Securities Trading Limited (“
SGX-ST
”) for the purpose of
determining the aggregate number of Stapled Securities that may be issued
under sub-paragraph (1) above, the total number of issued Stapled Securities
(excluding treasury H-REIT Units and treasury HBT Units, if any) shall be based
on the number of issued Stapled Securities (excluding treasury H-REIT Units
and treasury HBT Units, if any) at the time this Resolution is passed, after
adjusting for:
(a)
any new Stapled Security arising from the conversion or exercise of
any Instruments which are outstanding at the time this Resolution is
passed; and
(b)
any subsequent bonus issue, consolidation or subdivision of Stapled
Securities;
(3)
in exercising the authority conferred by this Resolution, the H-REIT Manager
and the HBT Trustee-Manager shall comply with the provisions of the Listing
Manual of SGX-ST for the time being in force (unless such compliance has
been waived by SGX-ST), the Business Trusts Act, Chapter 31A of Singapore
for the time being in force, the trust deed constituting H-REIT (as amended)
(the “
H-REIT Trust Deed
”) for the time being in force (unless otherwise
exempted or waived by the Monetary Authority of Singapore) and the
trust deed constituting HBT (the “
HBT 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 Security Holders in a general meeting)
the authority conferred by this Resolution shall continue in force until
(i) the conclusion of the next Annual General Meetings of H-REIT and HBT or
(ii) the date by which the next Annual General Meetings of H-REIT and HBT
are required by law to be held, whichever is earlier;
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