Page 117 - Forterra

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NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Unitholders of Forterra Trust (the “Trust”
and Unitholders of the Trust, “Unitholders”) will be held at The Ritz-Carlton Millenia Singapore, 7 Raffles Avenue,
Singapore 309799 on Monday, 29 April 2013 at 11.00a.m. (the “Annual General Meeting”) to transact the following
business:
(A) AS ORDINARY BUSINESS
Ordinary Resolution 1
To receive and adopt the Report of Forterra Real Estate Pte., Ltd as trustee-manager of the Trust
(“Trustee-Manager”), the Statement by the Trustee-Manager and the Audited Financial Statements of the
Trust for the year ended 31 December 2012 and the Auditors’ Report thereon.
Ordinary Resolution 2
To re-appoint Messrs KPMG LLP as the Independent Auditors of the Trust and to hold office until the
conclusion of the next Annual General Meeting, and to authorise the Directors of the Trustee-Manager to
fix their remuneration.
(B) AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
Ordinary Resolution 3
That pursuant to Clause 6.1 of the Trust Deed dated 19 May 2010 constituting the Trust (the “Trust Deed”),
Section 36 of the Business Trusts Act, Chapter 31A of Singapore (“BTA”), and Rule 806 of the listing
manual (the “Listing Manual”) of Singapore Exchange Securities Trading Limited (the “SGX-ST”), authority
be and is hereby given to the Trustee-Manager to:
(a) (i) issue new units in the Trust (“Units”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require Units to be issued, including but not limited to the creation and issue of (as well as
adjustments to) options, warrants, debentures or other instruments convertible into Units,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Trustee-Manager may in its absolute discretion deem fit; and
(b) issue Units in pursuance of any Instrument made or granted by the Trustee-Manager while this
Resolution is in force (notwithstanding that the authority conferred by this Resolution may have
ceased to be in force),
provided that:
(1) the aggregate number of Units to be issued pursuant to this Resolution (including Units 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 Units (as calculated in accordance with sub-paragraph
(2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to
existing Unitholders shall not exceed twenty per cent. (20%) of the total number of issued Units
(as calculated in accordance with sub-paragraph (2) below);
(2) subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of
determining the aggregate number of Units that may be issued under sub-paragraph (1) above,
the total number of issued Units shall be based on the number of issued Units at the time this
Resolution is passed, after adjusting for:
(a) any new Units arising from the conversion or exercise of any Instruments which are
outstanding at the time this Resolution is passed; and