First Ship Lease Trust : Notice Of Extraordinary General Meeting

CIRCULAR DATED 29 JULY 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, accountant, solicitor or other professional adviser immediately.

If you have sold or transferred all your units in First Ship Lease Trust, you should immediately forward this Circular together with the Notice of Extraordinary General Meeting ("Notice of EGM") and the accompanying Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness or accuracy of any of the statements made, reports contained or opinions expressed in this Circular.

In compliance with 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-19Order"), the Extraordinary General Meeting ("EGM") will be conducted by electronic means and Unitholders will not be able to attend the EGM physically. Alternative arrangements have been put in place to allow Unitholders to participate in the EGM by (i) by watching a "live" webcast or listening to a "live" audio feed; (ii) submitting questions in advance of, or "live" at the EGM; and (iii) voting at the EGM "live" by the Unitholders themselves or their duly appointed proxy(ies) or by appointing the Chairman of the EGM as proxy to vote on their behalf at the EGM. Please refer to paragraph 8 of this Circular and the Notice of EGM for further information, including the steps to be taken by Unitholders to participate in the EGM.

FIRST SHIP LEASE TRUST

(a business trust constituted on 19 March 2007 under the laws of the Republic of Singapore)

MANAGED BY

FSL TRUST MANAGEMENT PTE. LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No. 200702265R)

CIRCULAR TO UNITHOLDERS IN RELATION TO THE PROPOSED AMENDMENTS TO THE

TRUST DEED AND THE PROPOSED MANAGEMENT FEE AMENDMENTS

Independent Financial Adviser in respect of the Proposed Management Fee Amendments

Xandar Capital Pte. Ltd.

(Company Registration No. 200002789M)

(Incorporated in Singapore

IMPORTANT DATES AND TIMES:

Last date and time for lodgment of Proxy Form Date and time of Extraordinary General Meeting

• 21 August 2022 at 5.00 p.m.
• 23 August 2022 at 5.00 p.m.

	CONTENTS
		Page
DEFINITIONS.....................................................................................................................................	3
CAUTIONARY NOTE ON FORWARD-LOOKINGSTATEMENTS ....................................................	8
LETTER TO UNITHOLDERS.............................................................................................................	9
1.	INTRODUCTION......................................................................................................................	9
2.	THE PROPOSED TRUST DEED AMENDMENTS ..................................................................	10
3.	PROPOSED MANAGEMENT FEE AMENDMENTS ...............................................................	16
4.	ABSTENTION FROM VOTING ................................................................................................	22
5.	INTERESTS OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS ....................................	22
6.	DIRECTORS' RECOMMENDATION ........................................................................................	23
7.	EXTRAORDINARY GENERAL MEETING...............................................................................	24
8.	ACTION TO BE TAKEN BY UNITHOLDERS ...........................................................................	24
9.	DIRECTORS' RESPONSIBILITY STATEMENT .......................................................................	25
10.	CONSENT................................................................................................................................	25
11.	DOCUMENTS AVAILABLE FOR INSPECTION ......................................................................	26
APPENDIX A - THE PROPOSED AUTHORISED BUSINESSES AMENDMENTS.........................	27
APPENDIX B - THE PROPOSED DISTRIBUTION DATE AMENDMENTS.....................................	28
APPENDIX C - THE PROPOSED ELECTRONIC COMMUNICATIONS AMENDMENTS...............	29
APPENDIX D - THE PROPOSED ALTERNATIVE MEETING ARRANGEMENTS
	AMENDMENTS........................................................................................................	32
APPENDIX E - THE PROPOSED MULTIPLE PROXIES AMENDMENTS ......................................	33
APPENDIX F - THE PROPOSED MANAGEMENT FEE AMENDMENTS.......................................	35
APPENDIX G - INDEPENDENT FINANCIAL ADVISER'S LETTER................................................	37
NOTICE OF EXTRAORDINARY GENERAL MEETING....................................................................	73
PROXY FORM

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DEFINITIONS

The following defi nitions apply throughout in this Circular except where the context otherwise requires:

"Adjustment Payment"	: Where the Management Fee received by the Trustee-Manager (based
	on 4.0% of the value of the Lease Income and any Other Cash Income
	generated by FSL Trust from its Authorised Businesses) is less than
	US$350,000 per calendar quarter, the difference between the amount
	of US$350,000 and the actual Management Fee received for that
	calendar quarter that the Trustee-Manager is entitled to receive
"Amendment Act"	: The Companies (Amendment) Act 2014 of Singapore, as amended,
	modifi ed or supplemented from time to time
"Authorised Businesses"	: The principal activities that FSL Trust is permitted to engage in under
	the Trust Deed
"Base Management Fee"	: A minimum amount of US$1,400,000 per annum (being US$350,000
	per calendar quarter) in Management Fees that will be payable to
	the Trustee-Manager pursuant to the Proposed Management Fee
	Amendments
"Board"	: The board of Directors of the Trustee-Manager for the time being
"Business Trusts Act"	: The Business Trusts Act 2004 of Singapore, as amended, modifi ed or
	supplemented from time to time
"CDP"	: The Central Depository (Pte) Limited
"Circular"	: This circular to Unitholders dated 29 July 2022
"Companies Act"	: The Companies Act 1967 of Singapore, as amended, modifi ed or
	supplemented from time to time
"Consent Regimes"	: The Express Consent Regime, Deemed Consent Regime and the
	Implied Consent Regime
"COVID-19 Order"	: The COVID-19 (Temporary Measures) (Alternative Arrangements
	for Meetings for Companies, Variable Capital Companies, Business
	Trusts, Unit Trusts and Debenture Holders) Order 2020, as may be
	amended, modifi ed or supplemented from time to time
"Deemed Consent Regime"	: The deemed consent of Unitholders in relation to the use of electronic
	communications of notices and documents if the Trust Deed (i)
	provides for the use of electronic communications, (ii) specifi es the
	manner in which the electronic communications is to be used, and
	(iii) specifi es that the Unitholders will be given an opportunity to elect
	within the Specifi ed Time, whether to receive such notice or document
	by way of electronic communications or as a physical copy and within
	that Specifi ed Time, the Unitholder fails to make an election
"Director"	: A director of the Trustee-Manager for the time being
"Distribution"	: Distributable amount paid to Unitholders
"Distribution Calculation	: 31 March, 30 June, 30 September and 31 December in each year
Date"	occurring after the date on which FSL Trust is fi rst listed on the
	SGX-ST or such other date or dates as the Trustee-Manager may
	determine

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		DEFINITIONS
"Distribution Date"	: The date on which the Distribution is payable to Unitholders
"EPU"	:	Earnings per Unit
"Extraordinary Resolution"	: A resolution proposed and passed as such by a majority consisting of
		75.0 per cent. or more of the total number of votes cast for and against
		such resolution at a meeting of Unitholders convened in accordance
		with the provisions of the Trust Deed
"EGM"	: The extraordinary general meeting of FSL Trust, notice of which is set
		out on pages 73 to 75 of this Circular
"Express Consent Regime"	: The express consent of Unitholders that notices and documents may
		be given, sent or served to him using electronic communications
"FSL Trust"	:	First Ship Lease Trust
"FY"	: Financial year ended or ending, as the case may be, 31 December,
		unless otherwise stated
"Group"	: FSL Trust and its Subsidiaries
"IFA"	: Xandar Capital Pte. Ltd., the IFA appointed by the Trustee-Manager
		for the purposes of Rule 921(4)(a) of the Listing Manual and also to
		to advise the Independent Directors on the Proposed Management
		Fee Amendments
"IFA Letter"	: A copy of the letter from the IFA, as set out in Appendix G of this
		Circular
"Implied Consent Regime"	: The implied consent of Unitholders for the use of electronic
		communications of notices and documents if the Trust Deed (i)
		provides for the use of electronic communications, (ii) specifi es the
		manner in which the electronic communications is to be used, and
		(iii) provides that the Unitholder shall agree to receive such notices
		or documents by way of such electronic communications and shall
		not have a right to elect to receive a physical copy of such notice or
		document
"Independent Directors"	: The independent directors of the Trustee-Manager, being Michael
		Gray, Michael Oliver and Narayanan Sreenivasan
"Independent Unitholders"	: Unitholders who are considered independent in relation to the
		Proposed Management Fee Amendments to advise the Independent
		Directors on whether the Proposed Management Fee Amendments
		are on normal commercial terms, and whether the Proposed
		Management Fee Amendments are prejudicial to the interests of FSL
		Trust and its Independent Unitholders
"Latest Practicable Date"	: 21 July 2022, being the latest practicable date prior to the printing of
		this Circular
"Lease Income"	: The cash lease rentals, net of any other commissions or deductions
		by third parties and all applicable tax, duties and levies whatsoever
		imposed by the relevant authorities in Singapore or elsewhere
"Listing Manual"	:	The Listing Manual of the SGX-ST, as amended, modifi ed or
		supplemented from time to time

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		DEFINITIONS
"Management Fee"	: The management fee payable to the Trustee-Manager as described in
		paragraph 3.1 of this Circular
"Notice of EGM"	: The notice of EGM set out on pages 73 to 75 of this Circular
"NTA"	:	Net tangible assets
"Other Cash Income"	: Any income, other than Lease Income, net of any other commissions
		or deductions by third parties and all applicable tax, duties and levies
		whatsoever imposed by the relevant authorities in Singapore or
		elsewhere
"PMCHI"	: PMC Holding Inc., the holding company of Prime Marine Corporation
		which is the holding company of Prime Investments and Holdings Ltd,
		which is in turn the holding company of PSI which owns 100% shares
		in the Sponsor
"Prime Tanker"	: Prime Tanker Management Inc., an associate of the Sponsor and
		deemed to be an "interested person" of FSL Trust
"Proposed Authorised	: The proposed amendments to the defi nition of Authorised Businesses
Businesses Amendments"		under the Trust Deed as described in paragraph 2.1 of this Circular
"Proposed Distribution	: The proposed amendments to the defi nition of Distribution Date under
Date Amendments "		the Trust Deed as described in paragraph 2.2 of this Circular
"Proposed Alternative	: The proposed amendments to the provisions relating to the convening
Meeting Arrangements		of general meetings of FSL Trust under the Trust Deed as described
Amendments "		in paragraph 2.4 of this Circular
"Proposed Electronic	: The proposed amendments to the provisions relating to the electronic
Communications		communications of notices and documents to Unitholders under the
Amendments "		Trust Deed as described in paragraph 2.3 of this Circular
"Proposed Management	: The proposed amendments to the structure of the Management Fee
Fee Amendments "		under the Trust Deed as described in paragraph 3 of this Circular
"Proposed Multiple Proxy	: The proposed amendments to the proxy provisions under the Trust
Amendments "		Deed as described in paragraph 2.5 of this Circular
"Proposed Trust Deed	:	The Proposed Authorised Businesses Amendments,	the
Amendments "		Proposed Distribution Date Amendments, the Proposed Electronic
		Communications Amendments, the Proposed Alternative Meeting
		Arrangements Amendments and the Proposed Multiple Proxy
		Amendments
"Proxy Form"	: The proxy form in respect of the EGM enclosed in this Circular
"PSI"		Prime Shareholdings Inc.
"Securities Account"	: A securities account maintained by a Depositor with CDP (but does
		not include a securities sub-account maintained with a Depository
		Agent)
"SFA"	: The Securities and Futures Act 2001 of Singapore, as may	be
		amended, modifi ed or supplemented from time to time

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