2025 Results Dialogue Webinar Presentation & Unitholder Q&A

Okay, good evening. Sia's members saying you need holders, staples, security holders of Fraser's Hospitality. Thank you for coming. We have a number of you registered to attend today. I see maybe some are still on the way. You are here because you want to make an informed decision. The light is shining on my eyes, you know. You want to make an informed decision and you want to ask questions. You want to know why you only get once and more. You call my office and you keep asking me, why is there only one cent more? So there's a reason for it and there are reasons I suppose they will have,

but you need to be satisfied. The reason why we do these sessions is for you to get a better understanding of the issues and to ask the horse, or the horses today, we have two of them here. We have Mr. Eric Ghan, CEO of FHT, as well as Mr. Chang, Tao Chen, who is non-executive and independent director of FHT. Please welcome them. So thank you gentlemen for being with us today. You ready for all the grilling? Yeah, definitely. Good, good. You know all the facts and you know all the reasons. So we will kick off the sessions with a short presentation by Eric on the overview and rationale of this transaction.

So hold your horses, keep your questions. After he finishes, I have some questions to ask him, which is the majority of you asking. Then any more questions, please ask. We will have enough time for that. So over to you, Eric. Thank you, David. A very good evening to everybody. I'll quickly run through the presentation that we have. In fact, we have published this in the SGXNAN. To begin with, firstly, a little disclaimer note, whatever that we are disclosing here. Firstly, I'll start off with the transaction overview. Obviously, in this whole privatization, it's actually a scheme of arrangement. The offeror is actually a subsidiary of the sponsor,

which is Phrazer's Property Limited. The transaction structure is in such a way that, you know, it's going, FPL being the offeror, is going to acquire all the staple securities in FHT. And of course, there are some exceptions to it, which is the excluded staple securities. These staple security holders are typically basically just FPL themselves and TCC, which are concert parties. And over here is actually a scheme of arrangement. This whole privatization is through a scheme of arrangement, which is in accordance with the Singapore Code of Takeovers and Mergers. And in terms of the consideration, the privatization, the offer on the table is actually suddenly one cent

per staple security, and it's entirely in cash. Now, of course, if you read the documents here, the slide here, the offeror reserves is right to adjust the scheme consideration to the extent that there's excess distribution that has been made on the permitted distribution. So what do we mean by that, actually? Permitted distributions means in the ordinary cost of business, we will continue to pay distributions on the business as usual basis. So because our financial year starts from 1st October 2024 for this year, 2024 last year, to 30th September this year, and of course, we have already paid off the first half distribution on 27 June.

We paid 1.025 cents. You will have received it already. Now, of course, by the time the scheme takes effect, assuming the scheme goes through on 15 August, we have a scheme meeting. We look forward to your participation, and assuming at the scheme meeting, it's a proof that the scheme goes through, then the 71 cents will be paid sometime around 3rd September. And on top of that, there's also a distribution on cleanup distribution, and that's what we call the permitted distribution as part of it, that we will pay up to the effective date. Tentatively, we are looking at effective date around 22nd September or so, and the cleanup distribution

will be paid sometime in 2nd or 3rd of October. So there will be two payments for your information, if the scheme goes through, only if the scheme goes through. You get your 71 cents, and you get your cleanup distribution. So, but of course, in the event that there's assessed payment in terms of permitted distribution, then what we are saying here is that the offeror receives the right to do the adjustment, okay? But it's rather unusual to have that. Over the years that we have been paying distribution, we have not come across where we made, you know, an error like that, I would say. Now, the other key thing that I want to bring to your attention

is usually the key approvals required for this scheme meeting or this whole prioritization to go through. Number one, we have a scheme meeting on 15 August, and of course, we need the state-first security holders to actually approve the scheme. That's the starting point. The other regulatory approvals that we have are also called approval, as well as, you know, Australian federal approval, foreign investment review approval as well. Next, I will quickly go through the strategic review that we have undertaken. In a little context, FHD was listed in 2014, and with the idea of having a very well-diversified portfolio to provide stable growing income DPS and growth in DPS and NAV,