Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This advertisement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. GOODMAN HK FINANCE (Incorporated with limited liability in the Cayman Islands) Company Stock Code: 5763 unconditionally and irrevocably guaranteed on a joint and several basis by GOODMAN HONG KONG LOGISTICS FUND (Incorporated with limited liability in the Cayman Islands) and GOODMAN HK INVESTMENTS (Incorporated with limited liability in the Cayman Islands) Notice of a Meeting of the holders of those of the U.S.$400,000,000 4.375% Fixed Rate Guaranteed Notes due 2024 of the Issuer presently outstanding (the Noteholders and the Notes, respectively) Notice is hereby given that a meeting of the Noteholders (the Meeting) convened by the Issuer and the Guarantors will be held at the offices of Allen & Overy, 9 th Floor, Three Exchange Square, Central, Hong Kong, on 5 August 2016 at 10:00 a.m. (Hong Kong Time) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as an extraordinary resolution (the Extraordinary Resolution) in accordance with the provisions of the Trust Deed dated 4 June 2014 (the Trust Deed) made among the Issuer, the Guarantors, and The Bank of New York Mellon, London Branch as the trustee (the Trustee) for the Noteholders and constituting the Notes. Unless the context otherwise requires, capitalised terms used in this notice shall have the meaning given in the Trust Deed. The following sets forth the extraordinary resolution (the Extraordinary Resolution) to be voted upon at the Meeting, or if applicable, at any Adjourned Meeting with respect to the Notes: Extraordinary Resolution "THAT this Meeting of holders of those of the U.S.$400,000,000 4.375% Fixed Rate Guaranteed Notes due 2024 (the Notes) of Goodman HK Finance (the Issuer) guaranteed by Goodman Hong Kong Logistics Fund and Goodman HK Investments (each a Guarantor and together the Guarantors) pursuant to the U.S.$2,000,000,000 Medium Term Note Programme presently outstanding constituted by the trust deed dated 4 June 2014 (the Trust Deed) made among the Issuer, the Guarantors, and The Bank of New York Mellon, London Branch as the trustee (the Trustee) for the Noteholders and constituting the Notes hereby:
A. consents to the modification as set out below of the Third Party Subordination Agreement dated 20 March 2014 as amended by an amendment deed to the Third Party Subordination Agreement dated 3 June 2014 between the Issuer, a junior creditor, the senior creditors named therein, the Trustee and the CTA agent named therein. All such amendments will be reflected in a second amended third party subordination agreement (the Amended Subordination Agreement) to be attached to a supplemental deed: 1. all references in the Third Party Subordination Agreement to The Trust Company (Asia) Limited will be replaced with references to Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited) ; 2. the definition of Accession Undertaking shall be amended by replacing the words to the amendment deed dated on or about 3 June 2014 in relation to this Deed, or in such other form as the with with such amendments as the ; 3. the definition of Junior Finance Document shall be amended by replacing the words as amended and restated on 2 September 2013 with as amended and/or restated from time to time, including, without limitation, on 2 September 2013 and 2016 ; 4. a new definition of Permitted Disposal shall be inserted as follows: Permitted Disposal means any dealing with, assignment of or disposal of all or any part of the Junior Debt: (a) (b) in respect of or pursuant to any Permitted Junior Debt Security; in respect of or pursuant to the grant by a Junior Creditor to others of rights to sub-participate in the Junior Debt; (c) in respect of or pursuant to any transaction referred to in, paragraph (b) of Clause 2.1 (Subordination); (d) (e) in respect of or pursuant to any Permitted Encumbrance or any transaction contemplated by a Permitted Encumbrance; or in respect of which the person to whom such an assignment or disposal is made, at its own cost: i. has entered into, and delivered to the CTA Agent and each Trustee (if any), an Accession Letter executed by the Junior Creditor and the assignee or transferee; or ii. in respect of any dealing, assignment or disposal of all or any part of the Junior Debt pursuant to any exercise of rights under a Permitted Encumbrance has delivered to the CTA Agent and each Trustee (if any), an Accession Letter before or at the time that such Permitted Encumbrance was entered into. ; 5. a new definition of Permitted Encumbrance will be inserted as follows: Permitted Encumbrance means any Encumbrance created or existing over all or any part of the Junior Debt or Permitted Junior Debt Security or, in each case, any interest therein in respect of which the person who is the beneficiary of any such Encumbrance, at its own cost, has entered into, and delivered to the CTA Agent and each Trustee (if any), an Accession Letter executed by the Junior Creditor and the beneficiary of such Encumbrance. ; 6. a new definition of Transfer/Assignment Effective Date will be inserted as follows: Transfer/Assignment Effective Date means the transfer/assignment effective date specified in an Accession Letter. ;
7. the definition of Permitted Junior Debt Security shall be amended by inserting the words and / or restated from time to time including, without limitation before the words by an amendment deed dated 2 September 2013 and the words Perpetual (Asia) Limited (formerly known as shall be inserted before the words The Trust Company (Asia) Limited) ; 8. a new clause 1.5 shall be inserted after clause 1.4 (Capacity of CTA Agent) as follows: 1.5 Third party rights (a) (b) Unless expressly provided to the contrary in this Deed, a person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), to enforce or to enjoy the benefit of any term of this Deed. Notwithstanding any term of any this Deed, the consent of any person who is not a party to this Deed is not required to rescind or vary this Deed at any time. ; 9. paragraph (d) of clause 2.1 (Subordination) shall be deleted and replaced by the following: (d) no Junior Creditor shall create or attempt or agree to create or permit to arise or exist any Encumbrance over all or any part of the Junior Debt or Permitted Junior Debt Security or, in each case, any interest therein other than pursuant to a Permitted Encumbrance; and ; 10. a new paragraph (e) shall be inserted after paragraph (d) of clause 2.1 (Subordination) as follows: (e) no Junior Creditor shall deal with, assign or dispose of all or any part of the Junior Debt other than pursuant to a Permitted Disposal. ; 11. paragraph (e)(i) of clause 2.1 (Subordination) shall be amended by replacing the words be secured by with have the benefit of ; 12. paragraph (c) of clause 3 (Acknowledgement by Borrower) shall be deleted and replaced by the following: (c) it has no notice of any prior disposal of or Encumbrance over (in each case, other than in accordance with any executed Accession Letter) any Junior Debt or any part thereof to any other person; and ; 13. paragraph (d) of clause 3 (Acknowledgement by Borrower) shall be amended by deleting the words or in respect of before any Junior Debt ; 14. paragraph (a) of clause 14.2 (The Junior Creditors) shall be amended by the insertion of the words (by way of security or otherwise) after the words no Junior Creditor may assign or transfer ; 15. paragraph (a)(c) of clause 14.2 (The Junior Creditors) shall be amended by replacing the words paragraph (c) below with paragraph (d) below ; 16. paragraph (b) of clause 14.2 (The Junior Creditors) shall be deleted and replaced by the following: (b) In the case of a New Junior Creditor that has become a Party as a beneficiary of a Permitted Encumbrance, subject to the delivery of a signed Accession Letter and the documents listed in paragraph (d) below, with effect from the Effective Date, the New Junior Creditor shall assume the same obligations and become entitled to the same rights, as if it has been an original Party to this Deed as a Junior Creditor, but only to the extent of those rights and obligations that have been assigned to it pursuant to the terms of any document creating such Permitted Encumbrance. ; 17. a new paragraph (c) shall be inserted after paragraph (b) of clause 14.2 (The Junior Creditors) as follows:
(c) In all cases, subject to the delivery of a signed Accession Letter and the documents listed in paragraph (d) below, with effect from the Transfer/Assignment Effective Date: (i) (ii) any Party ceasing to be a Junior Creditor shall be discharged from further obligations towards any other Party to this Deed and their respective rights against one another shall be cancelled (except in the case of those rights that arose prior to that date); and unless already assumed or become entitled pursuant to paragraph (b) above, as from that date, the New Junior Creditor shall assume the same obligations and become entitled to the same rights, as if it has been an original Party to this Deed as a Junior Creditor. ; 18. a new paragraph (d) shall be inserted after paragraph (c) of clause 14.2 (The Junior Creditors) as follows: (d) The New Junior Creditor shall: (i) (ii) (in respect of a New Junior Creditor that has become a Party as a beneficiary of a Permitted Encumbrance) on or before the Effective Date; and (in respect of any other New Junior Creditor) on or before the Transfer/Assignment Effective Date, deliver to the CTA Agent and each Trustee (if any): (A) (B) (C) (D) a Hong Kong law legal opinion in relation to the enforceability of the Accession Letter pursuant to which that New Junior Creditor will accede to this Deed; if the New Junior Creditor is not either: (I) a licenced or regulated financial institution; or (II) Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited), a legal opinion in relation to the capacity of the New Junior Creditor to enter into the Accession Letter pursuant to which that New Junior Creditor will accede to this Deed prepared by legal advisers practicing law in the jurisdiction of incorporation of the New Junior Creditor; evidence that any process agent appointed in the Accession letter pursuant to which that New Junior Creditor will accede to this Deed has accepted its appointment; and if the accession of the New Junior Creditor obliges any Senior Creditor to comply with know your customer or similar identification procedures, such documentation and other evidence as is reasonably requested by such Senior Creditor to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations and under any internal requirements. 19. Schedule 2 to the Amended Subordination Agreement will be revised as follows: SCHEDULE 2 FORM OF ACCESSION LETTER To: National Australia Bank Limited as the CTA Agent [and [ ] as Trustee] From: [ ] as the existing Junior Creditor (the Existing Junior Creditor) and [ ] as the new Junior Creditor (the New Junior Creditor) Date: [ ]
GOODMAN HK FINANCE Third Party Subordination Agreement dated [ ] (as amended and/or restated from time to time, including, without limitation, on 3 June 2014 and 2016) (the Third Party Subordination Agreement) 1. Background We, [ ], refer to the Third Party Subordination Agreement. This deed is an Accession Letter. Terms and expression defined in or constructed for the purpose of the Third Party Subordination Agreement shall have the same meanings or be construed in the same manner when used in this Accession Letter. 2. Accession [Option A 1 : With effect from [ ] (the Effective Date) we, [name of new Party] of [address/registered office], agree to be a Junior Creditor under the Third Party Subordination Agreement and to be bound by, and comply with, the terms of the Third Party Subordination Agreement as a Junior Creditor. For the purpose of this Accession Letter and the Third Party Subordination Deed, the Transfer/ Assignment Effective Date is the date on which the New Junior Creditor enforces its rights in respect of the applicable Permitted Encumbrance and the Junior Debt is transferred into its name. The New Junior Creditor shall notify the CTA Agent and the Trustee (if any) of the Transfer/Assignment Effective Date promptly upon the occurrence of the same.] [Option B 2 : With effect from [] (the Transfer/Assignment Effective Date) we, [name of new Party] of [address/registered office], agree to be a Junior Creditor under the Third Party Subordination Agreement and to be bound by, and comply with, the terms of the Third Party Subordination Agreement as a Junior Creditor.] 3. Transfer and assumption of benefits and obligations With effect from the Transfer/Assignment Effective Date, [name of new Party] shall: (a) be bound by and comply with the provisions of the Third Party Subordination Agreement binding on the Existing Junior Creditor, as if such provisions had originally been agreed to by us as a Junior Creditor under the Third Party Subordination Agreement; (b) (c) assume all the obligations and liabilities of the Existing Junior Creditor under and in relation to the Third Party Subordination Agreement; and enjoy all the rights and benefits of the Existing Junior Creditor under the Third Party Subordination Agreement. 4. Transfer of rights and obligations [Option A 3 : Each Party represents that: (a) on and from the date of [insert details of relevant security agreement(s)] (the Security Document(s)) all of the Existing Junior Creditor's right, title and interest to the Junior Debt that is subject to the Permitted Encumbrance created by the Security Document(s) will, with effect from the Effective Date, be transferred to the New Junior Creditor to the extent contemplated by and in accordance with the terms of, the Security Document(s); and 1 Option A is to be used when the New Junior Creditor is the beneficiary of a Permitted Encumbrance 2 Option B is to be used in all cases other than when the New Junior Creditor is the beneficiary of a Permitted Encumbrance 3 Option A is to be used when the New Junior Creditor is the beneficiary of a Permitted Encumbrance
(b) on and from the Transfer/Assignment Effective Date and subject to the terms of the Security Document(s), all of the Existing Junior Creditor's right, title and interest to the Junior Debt that is subject to the Permitted Encumbrance created by the Security Document(s), and all the Existing Junior Creditor s liabilities and obligations in respect of the Third Party Subordination Agreement will, with effect from the Transfer/ Assignment Effective Date, be transferred to the New Junior Creditor absolutely.] [Option B 4 : Each party represents that all the Existing Junior Creditor's right, title and interest to all (but not part of) the Junior Debt that is owed to it, and all the Existing Junior Creditor s liabilities and obligations under the Third Party Subordination Agreement, will, with effect from the Transfer/Assignment Effective Date, be transferred to the New Junior Creditor absolutely.] Nothing herein shall in any manner affect, release or discharge or prejudice any of the obligations or liabilities of the Borrower under the Third Party Subordination Agreement. 5. Representations and warranties from Existing Junior Lender On the date of this Accession Letter and the Effective Date (if any), the Existing Junior Creditor is deemed to give each warranty and representation contained in clause 4.3 (Junior Creditors representations and warranties) of the Third Party Subordination Agreement, mutatis mutandis, in respect of this Accession Letter. 6. Representations and warranties from New Junior Lender On the date of this Accession Letter, the Effective Date (if any) and the Transfer/Assignment Effective Date, the New Junior Creditor shall be deemed to give each warranty and representation contained in clause 4.3 (Junior Creditors representations and warranties) of the Third Party Subordination Agreement, mutatis mutandis, in respect of this Accession Letter and the Third Party Subordination Agreement. 7. Contact Details Our contact details are as follows: [ 8. [Limitation on liability Notwithstanding any contrary provision in this Accession Letter or the Third Party Subordination Agreement, any liability of the New Junior Creditor (whether arising under contract, tort or otherwise in relation to or in connection with this Accession Letter or the Third Party Subordination Agreement), or any indemnity given, or to be given by the New Junior Creditor, shall be limited to and enforced against the New Junior Creditor only to the extent to which it can be satisfied out of the assets that the New Junior Creditor holds as trustee of a number of investors in the Goodman Hong Kong Logistics Fund (each, an Investor) under the services agreements with each Investor and over which the New Junior Creditor in its capacity as trustee has recourse (which assets include, without limitation, all rights, title and interest to the Junior Debt transferred by the Existing Junior Creditor to the New Junior Creditor from the Effective Date), and shall not extend to any personal assets of the New Junior Creditor or any assets held by the New Junior Creditor in any capacity other than as trustee under the custodial agreements with each Investor.] [Note: If the New Junior Creditor is Perpetual (Asia Limited) (formerly known as The Trust Company (Asia) Limited) this standard limitation of liability shall be included.] ]. 4 Option B is to be used in all cases other than when the New Junior Creditor is the beneficiary of a Permitted Encumbrance
9. [Service of process Without prejudice to any other mode of service allowed under any relevant law: (a) (b) [name of new Party] irrevocably appoint [ ] as our agent for service of process in relation to any proceedings before the Hong Kong courts in connection with this Accession Letter and the Third Party Subordination Agreement; and [name of new Party] agree that failure by a process agent to notify us of the process will not invalidate the proceedings concerned.] [Note: Include if the New Junior Creditor is not a Hong Kong company.] After the amendment of the Subordination Agreement (as set forth above) (the Subordination Agreement, as so amended, the Amended Subordination Agreement), any new junior creditor, by virtue of its execution of an accession letter to the Amended Subordination Agreement, will also be subordinated to the Company s senior creditors (including the Noteholders). 11. A new Schedule 3 to the Amended Subordination Agreement will be inserted as follows: (A) FORM OF ACCESSION UNDERTAKING To: [National Australia Bank Limited] as the CTA Agent From: [Trustee] Date: [ ] Goodman HK Finance Third Party Subordination Agreement dated 20 March 2014, as amended from time to time, between Goodman HK Finance as Borrower, Standard Chartered Bank as Original Junior Creditor, National Australia Bank Limited as CTA Agent and the Original Senior Creditors named therein (the Third Party Subordination Agreement) 1. We refer to the Third Party Subordination Agreement. Terms and expressions defined in or construed for the purposes of the Third Party Subordination Agreement shall have the same meanings or be construed in the same manner when used in this Deed. 2. We, [Trustee], are the trustee for the [Noteholders] in respect of the [debt securities] to be issued [from time to time] under the [describe capital markets issuance] of [describe issuers and any guarantors], which, under the terms of the Common Terms Agreement, is a Permitted Capital Markets Issuance. Accordingly, we are a Trustee for the purposes of the Third Party Subordination Agreement. 3. In accordance with the terms of the Third Party Subordination Agreement we wish to accede to the Third Party Subordination Agreement as a Senior Creditor by entering into this Deed. This Deed is an Accession Undertaking for the purposes of the Third Party Subordination Agreement. 4. In consideration of our being accepted as, and receiving the rights and benefits of a Senior Creditor for the purposes of the Third Party Subordination Agreement, we confirm that, from and including the date of this Deed, we shall be a party to the Third Party Subordination Agreement as a Senior Creditor and agree to be bound by all the provisions of the Third Party Subordination Agreement as if we had been an original party, in the capacity of Senior Creditor, to the Third Party Subordination Agreement. 5. Our contact details for the purposes of clause 15.2 (Contact Details) of the Third Party Subordination Agreement are as follows: Address: [ ] Fax number: [ ]
Attention: [ ] [with a copy to: [ ]] 6. This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed. 7. This Deed is governed by Hong Kong law. It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute it under hand. This document is entered into as a deed on the date stated above. SIGNED, SEALED and DELIVERED ) as a DEED* ) for and on behalf of ) [ ] ) ) acting by: ) Director Director in its capacity as a Trustee and an acceding Senior Creditor *[Note: advice required as to correct execution block, which will depend on the nature of the Trustee entity]
Reasons for Modification See "Reasons for Modification" in the Solicitation Statement dated 14 July 2016 (the Solicitation Statement). Consent Fee Subject to satisfaction of the conditions for payment outlined below, the Issuer and the Guarantors will pay, on or about 12 August 2016 (if the Extraordinary Resolution is approved at the Meeting), or on or about 29 August 2016 (if the Extraordinary Resolution is approved at any adjourned Meeting), a consent fee to each Noteholder who delivered its consent in favour of the Extraordinary Resolution prior to 5:00 p.m., CEST, on 29 July 2016 (the Early Instruction Deadline) in an amount equal to U.S.$0.50 per U.S.$1,000 principal amount of the Notes (the Consent Fee). The obligation of the Issuer and the Guarantors to accept a consent from a Noteholder and to pay the Consent Fee to such Noteholder is conditioned on: (i) such consent in favour of the Extraordinary Resolution being valid and unrevoked and having been delivered prior to the Early Instruction Deadline; (ii) approval of the Extraordinary Resolution at the Meeting (or any adjourned Meeting) of Noteholders of the Notes; and (iii) the absence of any law or regulation which would, and the absence of any pending or threatened injunction or action or other proceeding which (in the case of any action or proceeding if adversely determined) would, make unlawful or invalid or enjoin the implementation of the Extraordinary Resolution or the payment of the Consent Fee, or that would question the legality or validity thereof. See "The Consent Solicitation Payment of Consent Fees" and " Conditions to the Consent Solicitation" in the Solicitation Statement. General The attention of Noteholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in paragraph 4 of "Voting and Quorum" below. Having regard to such requirements, the Noteholders are particularly requested either to take steps to be represented at the Meeting through a proxy or give a Voting Instruction, as referred to below, or to attend in person. Availability of Documents Copies of the Trust Deed (including the Terms and Conditions of the Notes), the Agency Agreement dated 4 June 2014 as amended by a supplemental agency agreement dated 12 December 2014, the Third Party Subordination Agreement dated 20 March 2014 as was amended by an amendment deed to the Third Party Subordination Agreement dated 3 June 2014 (the Third Party Subordination Agreement) and the accession undertaking deed dated 4 June 2014, each referred to in the Extraordinary Resolution set out above, and the draft supplemental deed attaching the proposed amendments to the Third Party Subordination Agreement, are available for inspection by the Noteholders at the specified offices of the Principal Paying Agent set out below. Solicitation Agent and the Trustee ING Bank N.V., Singapore Branch (the Solicitation Agent), currently located at 9 Raffles Place, Republic Plaza #19-02, Singapore 048619, has been authorised by the Issuer and the Guarantors to act as Solicitation Agent in connection with the Extraordinary Resolution. The Solicitation Agent expresses no opinion on the merits of the proposals presented to the Noteholders and in relation to the Notes and recommends the Noteholders who are in
any doubt as to the impact of the proposals or the tax consequences of the implementation thereof to seek independent professional advice. In accordance with normal practice, each of the Trustee and the Agents, which has not been involved in formulating the proposals, expresses no opinion on the merits of the proposals. None of the Trustee and the Agents shall be responsible or liable in any way to anyone for the execution, legality, effectiveness, adequacy, validity, enforceability or admissibility in evidence of the Extraordinary Resolution or any other document relating to, expressed to be or executed pursuant to the Extraordinary Resolution. The Trustee recommends the Noteholders who are in any doubt as to the impact of the proposals or the tax consequences of the implementation thereof to seek independent professional advice. The Trustee reserves its rights pursuant to the Trust Deed (including, but not limited to its rights pursuant to Clause 12 (Costs and Expenses)) of the Trust Deed and such rights will apply, to the extent applicable, to the Extraordinary Resolution and will survive, continue in full force and effect even if it is no longer the Trustee of the Notes or the Trust Deed is discharged.) Voting and Quorum The provisions governing the convening and holding of a Meeting are set out in the Schedule 4 to the Trust Deed, a copy of which is available for inspection by the Noteholders during normal business hours at the specified office of the Principal Paying Agent set out below. The following is a summary of the arrangements which have been made for the purposes of the Meeting (including any meeting held following any adjournment of the Meeting) and is qualified in its entirety by the relevant provisions of the Trust Deed and the procedures of the relevant Clearing System (as defined below). IMPORTANT: The Notes are currently represented by one global certificate (the Global Certificate), which is held by a common depositary for Euroclear Bank S.A./NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg, together with Euroclear, the Clearing Systems and each a Clearing System), and registered in the name of The Bank of New York Depositary (Nominee) Limited. Only persons shown in the records of a Clearing System as entitled to a particular principal amount of the Notes (Accountholders and each an Accountholder) may deliver Voting Instructions (as defined below) in accordance with the procedures described below. Each person (a beneficial owner) who is the beneficial owner of Notes held, directly or indirectly, in an account in the name of an Accountholder acting on such beneficial owner s behalf will not be a Noteholder for the purposes of this notice. Accordingly, beneficial owners should arrange for the Accountholder through which they hold their Notes to make arrangements on their behalf for the delivery of a Voting Instruction to the relevant Clearing System. 1. Form of Proxy Request: A Noteholder wishing to appoint a proxy to vote in person, on such Noteholder s behalf, must make a request for a form of proxy (a Form of Proxy Request) available from the Registrar signed by an Accountholder or, in the case of a corporation, executed under its seal or signed on its behalf by a duly authorised officer appointing a named individual or individuals to vote in respect of the Notes held by such Accountholder which must be delivered to the Registrar not later than 48 hours before the time fixed for the Meeting. Such a Noteholder must obtain a form of proxy in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable and cause its request for a form of proxy to be received by an Accountholder in a timely manner in order for such Accountholder to request a form of proxy to be delivered to the Noteholder. 2. Voting Instruction: A Noteholder not wishing to attend and vote at the Meeting in person may give a voting instruction instructing to appointing a proxy to attend and vote at such Meeting in accordance with its instructions (a Voting Instruction). 3. Form of Proxy Requests or Block Voting Instructions may be made or given only by or through the Accountholders. In order to make a Form of Proxy Request or give a Block Voting Instruction to the Registrar in respect of a Meeting (or any adjourned such Meeting, as the case may be), an Accountholder must procure delivery of a Form of Proxy Request or a Voting Instruction, in accordance with the
procedures of the relevant Clearing System, to The Bank of New York Mellon, London Branch (the Tabulation Agent). Accountholders will require one Voting Instruction per beneficial owner of Notes to be completed in order for such Voting Instruction to be executed at the Meeting or any adjourned Meeting. 4. A Noteholder must request the relevant Clearing System to block the Notes in his own account not later than 48 hours before the time appointed for holding the Meeting in order to obtain forms of proxy or give Voting Instructions in respect of the relative Meeting. Notes so blocked will not be released until the earlier of: (a) (b) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and in respect of a Block Voting Instruction or a proxy, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Registrar and the same then being notified in writing by the Registrar to the Issuer at least 24 hours before the time appointed for holding the Meeting and such Notes ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of such Registrar to be held to its order or under its control. 5. The quorum required at the Meeting is two or more Voters (as defined in the Trust Deed) as defined in the Trust Deed, and generally referring to persons holding Notes, proxies or bearers of any forms of proxy) representing in the aggregate more than half of the aggregate principal amount of outstanding Notes for the time being. If a quorum is not present within fifteen (15) minutes after the time appointed for the Meeting, the Meeting shall be adjourned for not less than 14 Clear Days nor more than 42 Clear Days and reconvened at such place and time as the Chairman of such Meeting may designate with the approval of the Trustee. For the purpose of calculating a period of Clear Days in relation to a meeting, the number of calendar days will be taken into account but excluding the day on which the notice of such meeting is given and the day on which such meeting is held. Quorum for any adjourned Meeting will require the presence by two or more Voters representing Noteholders whatever the principal amount of such Notes, proxies or bearers of any forms of proxy, so held or represented by them. 6. Every question submitted to the Meeting will be decided in the first instance by a show of hands unless a poll is demanded by the Chairman of the Meeting or by the Issuer, the Guarantors, the Trustee or by one or more Voters representing or holding not less than 2% of the aggregate principal amount of the outstanding Notes. On a show of hands, every Voter shall have one vote. On a poll, every Voter who is so present shall have the number of votes obtained by dividing the aggregate principal amount of the outstanding Notes represented or held by such Voter by the unit currency in which the Notes are denominated. 7. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75% of the Voters voting at the Meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less 75% of the votes cast on such poll. If passed, the Extraordinary Resolution will be binding upon all Noteholders, whether or not present at the Meeting.
Principal Paying Agent The Bank of New York Mellon, London Branch Attn: Global Corporate Trust / Project Oasis One Canada Square London E14 5AL United Kingdom Fax: +44 2079 646369 Tabulation Agent The Bank of New York Mellon, London Branch Attn: Debt Restructuring Services Email: debtrestructuring@bnymellon.com One Canada Square London E14 5AL United Kingdom Tel.: +44 1202 689644 This Notice is given by: Goodman HK Finance International Corporation Services Ltd. P.O. Box 472 2nd Floor Harbour Place 103 South Church Street George Town Grand Cayman KY1-1106 Goodman Hong Kong Logistics Fund International Corporation Services Ltd. P.O. Box 472 2nd Floor Harbour Place 103 South Church Street George Town Grand Cayman KY1-1106 Goodman HK Investments International Corporation Services Ltd. P.O. Box 472 2nd Floor Harbour Place 103 South Church Street George Town Grand Cayman KY1-1106 14 July 2016 0110055-0000003 HK:20509418.7 1
Noteholders should contact the following for further information or queries concerning the Notice of Meeting: Goodman HK Finance: Attn: Stephen Lee (telephone +852 2249 3100, fax +852 2525 2070, email: info.hongkong@goodman.com). 0110055-0000003 HK:20509418.7 2