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NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of First Ship Lease Trust will be held at Marina Mandarin Singapore, Level 1, Capricorn
Ballroom, 6 Raffes Boulevard, Marina Square, Singapore 039594 on Wednesday, 2 April 2008 at 2.30 p.m. for the purpose of transacting the following
business:
ORDINARY BUSINESSES
1.
To receive and adopt the Report of the Trustee-Manager, Statement by Trustee-Manager and Audited Financial Statements of First Ship Lease Trust
for the period from 19 March 2007 to 31 December 2007 together with the Auditor’s Report thereon.
(
Resolution 1
)
2.
To re-appoint KPMG as the Auditors of First Ship Lease Trust and to authorise the Directors of the Trustee-Manager to fx their remuneration.
(
Resolution 2
)
3.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting of the Unitholders.
SPECIAL BUSINESS
4.
To consider and, if thought ft, to pass the following resolution with or without modifcations as an Ordinary Resolution:
THAT:
(a)
pursuant to Section 36 of the Business Trusts Act and Clause 6.1 of the Trust Deed, the Trustee-Manager be authorised and empowered to
issue new units in First Ship Lease Trust and/or make or grant offers, agreements or options (collectively, “Instruments”) that would require
units to be issued, at any time to such persons and on such terms and conditions whether for cash or otherwise as the Trustee-Manager shall
in its absolute discretion deem ft, and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue units
in pursuance of any Instrument made or granted by the Trustee-Manager while this Resolution was in force, provided that:
(i)
the aggregate number of units (including units to be issued in pursuance of the Instruments, made or granted pursuant to
this Resolution to be issued pursuant to this Resolution) shall not exceed ffty per centum (50%) of the issued units (excluding
treasury units, if any) in First Ship Lease Trust (as calculated in accordance with sub-paragraph (a)(ii) below), of which the
aggregate number of units to be issued other than on a pro-rata basis to existing Unitholders of First Ship Lease Trust shall not
exceed twenty per centum (20%) of the issued units (excluding treasury units, if any) in First Ship Lease Trust (as calculated in
accordance with sub-paragraph (a)(ii) below);
(ii)
subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the
purpose of determining the aggregate number of units and Instruments that may be issued under sub-paragraph (a)(i) above, the
percentage of issued units and Instruments shall be based on the number of issued units (excluding treasury units, if any) in First
Ship Lease Trust at the time of the passing of this Resolution after adjusting for:
(A)
any new units arising from the conversion or exercise of any instruments that are convertible into units; and
(B)
any subsequent bonus issue, consolidation or subdivision of units;
(iii)
in exercising the authority conferred by this Resolution, the Trustee-Manager 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 of First Ship
Lease Trust and the Business Trusts Act, Chapter 31A of Singapore; and
(b)
unless revoked or varied by First Ship Lease Trust in a general meeting, such authority shall continue in force (i) until the conclusion of the next
Annual General Meeting of the Unitholders of First Ship Lease Trust or the date by which the next Annual General Meeting of the Unitholders of
First Ship Lease Trust is required by law to be held, whichever is earlier; or (ii) in the case of units to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution, until the issuance of such units in accordance with the terms of the Instruments.
(
Resolution 3
)
By Order of the Board
Rebecca Cheng Pei Jiuan
Company Secretary
17 March 2008
NOTICE OF ANNUAL GENERAL MEETING OF THE UNITHOLDERS
FIRST SHIP LEASE TRUST | ANNUAL REPORT 2007
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