FRASERS HOSPITALITY TRUST ANNUAL REPORT 2015
217
NOTES:
(1)
Stapled Securityholders entitled to attend and vote at the Annual General Meeting is entitled to appoint not
more than two proxies to attend and vote in his/her/their stead. A proxy need not be a Stapled Securityholder.
(2)
Where a Stapled Securityholder appoints more than one proxy, he/she/they must specify the proportion of his/
her/their holding (expressed as a percentage of the whole) to be represented by each proxy. Where a Stapled
Securityholder appoints two proxies and does not specify the proportion of his/her/their stapled securityholding
to be represented by each proxy, then the Stapled Securities held by the Stapled Securityholder are deemed to
be equally divided between the proxies.
(3)
The instrument appointing a proxy or proxies (as the case may be) must be deposited with the Company
Secretary of the Managers at the registered office of the Managers at 438 Alexandra Road, #21-00, Alexandra
Point, Singapore 119958, not less than 48 hours before the time appointed for the Annual General Meeting.
EXPLANATORY NOTE:
Resolution 2
The Ordinary Resolution 2 above is to approve the appointment of KPMG as Auditors of FHT in place of the retiring
Auditors, E&Y, and to authorise the Managers to fix their remuneration.
E&Y, the retiring Auditors, have served as external Auditors of FHT since the constitution of FHT. FHT’s proposed change
in Auditor is in line with the proposed change of auditors to KPMG by Frasers Centrepoint Limited, FHT’s Sponsor and
indirect controlling stapled securityholder. The appointment by FHT of the same external Auditor would also be more
efficient for FHT from a reporting perspective. The Managers are therefore of the view that it would be timely to effect
a change of external Auditor from the financial year ending 30 September 2016.
The Audit, Risk and Compliance Committee of the REIT Manager
1
has reviewed and deliberated on the proposed
change of Auditors and has recommended that KPMG be appointed in place of the retiring Auditors, after taking into
consideration the suitability of KPMG and the requirements of Rule 712(1), Rule 712(2) and Rule 715 of the Listing Manual
of the SGX-ST.
The Directors have taken into account the Audit, Risk and Compliance Committee’s recommendation, and considered
factors such as the adequacy of the resources and experience of KPMG and the persons to be assigned to the audit,
KPMG’s audit engagements, the size and complexity of FHT and its subsidiaries, and the number and experience of
KPMG’s supervisory and professional staff to be assigned to the audit, and is satisfied that KPMG will be able to meet
the audit requirements of FHT. Accordingly, the Directors recommend the appointment of KPMG as the Auditors of FHT
in place of the retiring Auditors, E&Y.
In accordance with the requirements of Rule 1203(5) of the Listing Manual of the SGX-ST:
i. the outgoing Auditors, E&Y, have confirmed that they are not aware of any professional reasons why the new
Auditors, KPMG, should not accept appointment as Auditors of FHT;
ii. the REIT Trustee and the Managers confirm that there were no disagreements with the outgoing Auditors, E&Y, on
accounting treatments during the financial period from on 20 June 2014 to 30 September 2015;
iii. the REIT Trustee and the Managers confirm that, other than as set out above, it is not aware of any circumstances
connected with the proposed change of Auditors that should be brought to the attention of Stapled Securityholders;
and
iv. the Managers confirm that Rule 712 and Rule 715 of the Listing Manual of the SGX-ST are complied with in relation
to the appointment of KPMG.
1 The Monetary Authority of Singapore has granted the Trustee-Manager an exemption from compliance with Section 15(1) of the Business Trusts Act,
Chapter 31A of Singapore (“
BTA
”) to the extent that Section 15(1) of the BTA requires an audit committee to be constituted when FH-BT is dormant,
subject to the conditions that (i) the exemption shall only be in effect for so long as FH-BT is dormant, and (ii) immediately upon the Trustee-Manager
becoming aware that FH-BT will become active, the Trustee-Manager shall ensure that an audit committee in compliance with the requirements of
the BTA and the Business Trusts Regulations is constituted before FH-BT becomes active.
NOTICE OF ANNUAL GENERAL MEETING
