Starhill Global Real Estate Investment Trust : Minutes Of Annual General Meeting Of Starhill Global Real Estate Investment Trust

STARHILL GLOBAL REAL ESTATE INVESTMENT TRUST (Managed by YTL Starhill Global REIT Management Limited)

(Co. Reg. No. 200502123C)

MINUTES OF THE 12TH ANNUAL GENERAL MEETING OF STARHILL GLOBAL REAL ESTATE INVESTMENT TRUST HELD BY WAY OF ELECTRONIC MEANS ON WEDNESDAY, 28 OCTOBER 2021 AT 11.00 A.M. (THE "AGM" or "MEETING")

PRESENT:Unitholders of Starhill Global Real Estate Investment Trust as per attendance records maintained by the Company Secretary

IN ATTENDANCE: Tan Sri (Sir) Francis Yeoh (Chairman)

Mr Ho Sing (Chief Executive Officer ("CEO") & Executive Director) Dato' Yeoh Seok Kian (Non-Executive Director)

Mr Tan Bong Lin (Lead Independent Director) Mr Ching Yew Chye (Independent Director) Mr Tan Woon Hum (Independent Director) Ms Alice Cheong (Chief Financial Officer)

Mr Jonathan Kuah (Head of Investor Relations) Mr Lam Chee Kin (Joint Company Secretary)

Management, lawyers of the Manager, representatives from HSBC Institutional Trust Services (Singapore) Limited, the trustee of Starhill Global Real Estate Investment Trust ("SGR"), KPMG LLP, the auditor of SGR, and representative of Drewcorp Services Pte Ltd, the scrutineer for the AGM, per attendance records maintained by the Company Secretary.

The full attendance list of the unitholders and observers who attended the AGM via audio-visual webcast and live audio-only stream, is maintained separately by the Company Secretary.

1. INTRODUCTION

Mr Jonathan Kuah ("Mr Kuah"), Head of Investor Relations, welcomed all attendees to the AGM of SGR. Mr Kuah informed the Meeting that the Meeting was convened and held via electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the "COVID-19Legislation").

Mr Kuah informed the Meeting that unitholders who had questions related to the resolutions to be tabled for approval at the AGM were invited to submit them in advance of the AGM. Responses to all substantial and relevant questions received from the unitholders had been published on the websites of SGR and the Singapore Exchange Securities Trading Limited's ("SGX-ST") prior to the AGM. Some of these responses to the unitholders' questions would be addressed in the presentation by Mr Ho Sing ("Mr Ho Sing") at the AGM later.

Mr Kuah introduced the respective directors and senior management attending the Meeting. Mr Kuah handed over the Meeting to Mr Ho Sing, the CEO of YTL Starhill Global REIT Management Limited, Manager of SGR (the "Manager") to deliver his presentation.

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1. PRESENTATION BY CEO
   Mr Ho Sing took the unitholders through a presentation which included an overview of SGR, the financial highlights for FY2020/21, operational review, rejuvenation of portfolio and the business strategy moving forward in riding through COVID-19.
   The presentation slides would be made available on the websites of SGR and the SGX- ST after the AGM.
   Following the presentation by Mr Ho Sing, Mr Kuah handed over the Meeting to Tan Sri (Sir) Francis Yeoh.
2. CHAIRMAN
   In accordance with the trust deed constituting SGR ("Trust Deed"), HSBC Institutional Trust Services (Singapore) Limited, as trustee of SGR ("Trustee"), had nominated Tan Sri (Sir) Francis Yeoh to preside as chairman of the Meeting (the "Chairman"). The Chairman, on behalf of the Board of Directors, extended a warm welcome to those present at the AGM.
   The Chairman informed the Meeting that in view of the ongoing COVID-19 situation, the AGM of SGR was being conducted via electronic means pursuant to the COVID-19 Legislation. The Chairman thanked all unitholders for taking time to pre-register for the Meeting and submitting their questions in advance of the AGM. Responses to all substantial and relevant questions received from the unitholders had been published on the websites of SGR and SGX-ST on 26 October 2021 and some of these responses were addressed in the presentation by Mr Ho Sing at the AGM earlier.
   As a quorum was electronically present, the Chairman declared the Meeting open.
3. NOTICE
   The Notice of the AGM ("Notice of AGM") dated 24 September 2021 was taken as read.
   The Chairman informed the Meeting that in accordance with the COVID-19 Legislation, all votes on the resolutions tabled at the AGM would be by proxy and only the Chairman of the Meeting may be appointed by the unitholders as proxy. In this regard, the Chairman informed the Meeting that he would be voting in accordance with the unitholders' instructions.
4. VOTING BY WAY OF A POLL AND APPOINTMENT OF DREWCORP SERVICES PTE LTD AS SCRUTINEER FOR POLL VOTING
   Before proceeding with the business of the Meeting, the Chairman informed the unitholders that all resolutions to be passed at the Meeting would be put to vote by way of a poll as required under the Trust Deed and the Listing Manual of the SGX-ST.
   It was noted that DrewCorp Services Pte Ltd ("Scrutineer") had been appointed as the scrutineer for the Meeting. The proxy forms that were submitted via post or email at least 48 hours before the AGM had been reviewed and the number of votes for and against each resolution had been counted and verified by the Scrutineer.

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6. (ORDINARY RESOLUTION 1) - ADOPTION OF THE TRUSTEE'S REPORT, THE MANAGER'S STATEMENT, THE AUDITED FINANCIAL STATEMENTS OF SGR FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 AND THE AUDITORS' REPORT THEREON

Resolution 1 as set out in the Notice of AGM to receive and adopt the Trustee's report, the Manager's statement, the Audited Financial Statements of SGR for the financial year ended 30 June 2021 and the Auditors' Report thereon was proposed by the Chairman and was put to vote.

The votes were cast in accordance with the voting instructions received and the results of the proxy voting for Ordinary Resolution 1 was as follows:

For		Against
No. of units	%	No. of units		%
1,098,611,055	99.89	1,195,798		0.11

Based on the results of the proxy voting, the Chairman declared Ordinary Resolution 1 carried as an ordinary resolution.

"IT WAS RESOLVED that the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of Starhill Global Real Estate Investment Trust for the financial year ended 30 June 2021 together with the Auditors' Report thereon be received and adopted."

7. (ORDINARY RESOLUTION 2) - RE-APPOINTMENT OF MESSRS KPMG LLP AS AUDITORS OF SGR AND AUTHORISATION OF THE MANAGER TO FIX THE AUDITORS' REMUNERATION

Resolution 2 as set out in the Notice of AGM for the re-appointment of Messrs KPMG LLP as the auditors of SGR ("Auditors") was proposed by the Chairman and was put to vote.

The votes were cast in accordance with the voting instructions received and the results of the proxy voting for Ordinary Resolution 2 was as follows:

For		Against
No. of units	%	No. of units		%
1,098,693,796	99.81	2,070,397		0.19

Based on the results of the proxy voting, the Chairman declared Ordinary Resolution 2 carried as an ordinary resolution.

"IT WAS RESOLVED that KPMG LLP be re-appointed as Auditors of SGR and to hold office until the conclusion of the next Annual General Meeting of SGR, at a remuneration to be determined by the Manager."

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8. (ORDINARY RESOLUTION 3) - RE-ENDORSEMENT OF TAN SRI (SIR) FRANCIS YEOH'S APPOINTMENT AS DIRECTOR OF THE MANAGER

The Chairman handed over the Meeting to Mr Tan Bong Lin, the Lead Independent Director of the Manager, to chair the proceedings on Ordinary Resolution 3 relating to the re-endorsement of the Chairman's appointment as a director of the Manager. Upon re-endorsement, Tan Sri (Sir) Francis Yeoh will continue to serve as a Non-Executive Chairman of the Board of Directors of the Manager.

Resolution 3 as set out in the Notice of AGM for the re-endorsement of Tan Sri (Sir) Francis Yeoh's appointment as director of the Manager pursuant to the undertaking provided by YTL Corporation Berhad to the Trustee (the "Undertaking"), was proposed by Mr Tan Bong Lin and was put to vote.

The votes were cast in accordance with the voting instructions received and the results of the proxy voting for Ordinary Resolution 3 was as follows:

For		Against
No. of units	%	No. of units		%
892,292,105	81.06	208,469,616		18.94

Based on the results of the proxy voting, Mr Tan Bong Lin declared Ordinary Resolution 3 carried.

"IT WAS RESOLVED that the appointment of Tan Sri (Sir) Francis Yeoh as a Director of the Manager be re-endorsed."

Mr Tan Bong Lin handed over the Meeting back to the Chairman to resume as the chair for the rest of the proceedings.

9. (ORDINARY RESOLUTION 4) - RE-ENDORSEMENT OF MR HO SING'S APPOINTMENT AS DIRECTOR OF THE MANAGER

Resolution 4 as set out in the Notice of AGM for the re-endorsement of Mr Ho Sing's appointment as director of the Manager pursuant to the Undertaking, was proposed by the Chairman and was put to vote. Upon re-endorsement, Mr Ho Sing will continue to serve as an Executive Director of the Manager.

The votes were cast in accordance with the voting instructions received and the results of the proxy voting for Ordinary Resolution 4 was as follows:

For		Against
No. of units	%	No. of units		%
1,091,615,824	99.18	8,995,897		0.82

Based on the results of the proxy voting, the Chairman declared Ordinary Resolution 4 carried.

"IT WAS RESOLVED that the appointment of Mr Ho Sing as a Director of the Manager be re-endorsed."

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10. (ORDINARY RESOLUTION 5) - AUTHORITY TO ISSUE UNITS AND TO MAKE OR GRANT CONVERTIBLE INSTRUMENTS

The Chairman informed the Meeting that the first special business related to the authorisation to be given to the Manager to issue new units within the limits set out in the Listing Rules of the SGX-ST.

The Chairman informed the Meeting that subject to the unitholders' approval, the mandate would allow the issuance of new units of up to 50% of SGR's total number of issued units. However, if the new units issued were not offered to existing unitholders on a pro-rata basis, the maximum issue would be 20% of SGR's total number of issued units.

The resolution as set out in the Notice of AGM was proposed by the Chairman and put to vote.

The votes were cast in accordance with voting instructions received and the results of the proxy voting for Ordinary Resolution 5 was as follows:

For		Against
No. of units	%	No. of units		%
1,091,286,875	99.14	9,478,355		0.86

Based on the results of the proxy voting, the Chairman declared Ordinary Resolution 5 carried.

"IT WAS RESOLVED that authority be and is hereby given to the Manager, to

1. (i) issue units in SGR ("Units") whether by way of rights, bonus or otherwise; and/or
2. 1. 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) securities, 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 Manager may in its absolute discretion deem fit; and

1. issue Units in pursuance of any Instrument made or granted by the 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 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 issued Units (excluding treasury Units, if any) (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 Unitholders shall not exceed twenty per cent. (20%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below);

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