(Registration No. (UEN) 198703584K)
(Incorporated in the Republic of Singapore on 16 November 1987)
NAME(S) AND ADDRESS(ES) OF ENTITLED SCRIPHOLDER/JOINT ENTITLED SCRIPHOLDER/JOINT ENTITLED SCRIPHOLDERS | Serial Number | |||
Number of ordinary shares held as at 5.00 p.m. on March 18, 2009 (the “Ordinary Share Books Closure Date”) | ||||
Number of new ordinary shares provisionally allotted | ||||
Amount payable in full on acceptance (at S$0.07 for each new ordinary share) (the“Subscription Price”) | ||||
S$ | ||||
IMPORTANT DATES AND TIMES FOR THE RIGHTS OFFERING: | ||||
Last date and time for splitting provisional allotment letters for entitled scripholders | : March 31, 2009 at 5.00 p.m. | |||
Last date and time for acceptance and payment | : April 6, 2009 at 5.00 p.m. | |||
Last date and time for renunciation and payment | : April 6, 2009 at 5.00 p.m. | |||
Last date and time for excess ordinary shares application and payment | : April 6, 2009 at 5.00 p.m. | |||
SCRIPLESS TRADING
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1. | This WHOLE DOCUMENT, including the notes and instructions contained herein, shall constitute the PAL. |
2. | Where applicable, all joint entitled scripholders or renouncees must sign the relevant forms contained herein. Joint entitled scripholders or renouncees who wish to trade the new ordinary shares allotted or renounced to them on the SGX-ST under the book-entry (scripless) settlement system should open and maintain a joint Securities Account with CDP or each joint entitled scripholder or renouncee should open and maintain a separate Securities Account with CDP in his own name. Joint entitled scripholders or renouncees are required either to provide their joint Securities Account number or if they wish to maintain separate Securities Accounts, they must indicate, in the relevant Forms (Form A (Form of Acceptance) and Form E (Excess Ordinary Shares Application Form)), the number of new ordinary shares allotted to them that are to be credited to each individual joint entitled scripholder’s designated Securities Account. In the absence of such indication, the Company may, at its sole discretion, allot the new ordinary shares to the Securities Account of the joint entitled scripholder whose name stands first in the Register of Members or issue physical share certificates in the names of the joint entitled scripholders or renouncees. Entitled scripholders or renouncees must fill in their Securities Account numbersand/or the NRIC/passport numbers (for individuals) or registration numbers (for corporations) in the relevant Forms comprised in this PAL. Existing joint entitled scripholders or renouncees who fail to comply with these instructions and entitled scripholders or renouncees who fail to fill in their Securities Account numbersand/or NRIC/passport numbers (for individuals) or registration numbers (for corporations), or who provide incorrect or invalid Securities Account numbersand/or NRIC/passport numbers (for individuals) or registration numbers (for corporations), or whose particulars as provided in the relevant forms comprised in this PAL differ from those particulars in their Securities Account currently maintained with CDP, will be issued physical share certificates for the new ordinary shares that are allotted to them.Physical share certificates for the new ordinary shares, if issued, will not be valid for delivery pursuant to trades done on the SGX-ST under the book-entry (scripless) settlement system although they will continue to beprima facieevidence of legal title. Physical share certificates for the new ordinary shares will be sent by ORDINARY POST to person(s) entitled thereto at his/their own risk. |
3. | A corporation must affix its Common Seal on the relevant forms contained herein in accordance with its Memorandum and Articles of Association and the name(s) and capacity(ies) of the official(s) signing must be clearly stated. A corporation which is not an existing entitled scripholder should attach to this PAL a duly certified copy of its Memorandum and Articles of Association and a sum of S$2.14 (inclusive of Goods and Services Tax) as registration fee. |
4. | The lodgement or surrender of this PAL together with: |
(a) | FORM A (Form of Acceptance), FORM B (Request for Splitting) or FORM C (Form of Renunciation) duly completed and purported to be signed by the person(s) in whose name(s) it was issued; |
(b) | where applicable, FORM D (Form of Nomination) duly completed and purported to be signed by the renouncee(s) in whose favour it has been renounced; and |
(c) | where applicable, FORM E (Excess Rights Shares Application Form) duly completed and purported to be signed by the person(s) in whose name(s) it was issued, |
shall be conclusive evidence in favour of the Company, the Share Registrar and the joint lead managers and underwriters of the title of the person(s) lodging or surrendering it or on whose behalf it was lodged or surrendered to deal with the same and to receive split letter(s)and/or to have the new ordinary shares credited to his/their Securities Account(s) or, if relevant, to receive physical share certificates for the new ordinary sharesand/or to receive any statement from CDPand/or to receive any return or refund of surplus acceptance and (if applicable) excess application monies. | |
5. | If acceptance and payment in the manner specified in the Singapore offer information statement, (if applicable) the Memorandum and Articles of Association of the Company and this PAL are not received by the Share Registrar on or before 5.00 p.m. on April 6, 2009, your provisional allotment of new ordinary shares will be deemed to have been declined and will forthwith lapse and become void, and cease to be capable of acceptance by you. The Company will then return or refund, without interest or any share of revenue or other benefit arising therefrom, all monies received after such specified time and date to the person(s) entitled thereto by means of a crossed cheque drawn on a bank in Singapore and sent by ordinary post at his/their own risk. |
6. | The Singapore offer information statement and its accompanying documents (including this PAL) have been lodged with the Authority who assumes no responsibility for the contents thereof. The distribution of the Singapore offer information statementand/or its accompanying documents (including this PAL) and the making of the rights offering may be prohibited or restricted by law (either absolutely or subject to various securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under their relevant securities laws. Shareholders or any other person having possession of the Singapore offer information statementand/or its accompanying documents (including this PAL) are advised to inform themselves of and observe such prohibitions and restrictions. |
7. | If you are resident outside Singapore and the United States, it is your responsibility to obtain all necessary government approvals applicable to the exercise of your rights in respect of this PAL. |
8. | Please write clearly in English, using block letters. Please cancel or write “NOT APPLICABLE” or “N.A.” on any Form which is not relevant to your application, request for splitting, renunciation, nomination or acceptance. |
9. | Acceptances and (if applicable) excess applicationsand/or payment which do not conform strictly to these instructions may be rejected or treated as invalid, and acceptances and if (applicable) excess applications which are illegible, incomplete, incorrectly completed or are accompanied by an improperly or insufficiently drawn remittance may also be rejected or treated as invalid. |
10. | All documents and monies will be despatched by ordinary post at the risk of the person(s) entitled thereto to his mailing address as maintained with the Share Registrar. In respect of share certificates for the new ordinary shares registered in the name of CDP, CDP will send to each entitled scripholder or renouncee a statement showing that his Securities Account has been credited with the number of new ordinary shares allotted to and accepted by him. If physical share certificates for the new ordinary shares are issued in the name of the entitled scripholder or renouncee, the Company will send such certificate(s) to the entitled scripholder or renouncee BY ORDINARY POST AT HIS OWN RISK. |
11. | Your attention is drawn to those provisions of Part VIII of the Securities and Futures Act and The Singapore Code on Take-overs and Mergers which may be applicable to an acquisition of ordinary shares in the capital of the Company. You should also consider the implications of those provisions before you accept your provisional allotment of new ordinary shares under this PAL and (if applicable) apply for excess ordinary shares under FORM E (Excess Ordinary Shares Application Form). |
12. | By completing and delivering this PAL and in consideration of the Company issuing and distributing this PAL to you, you agree that: |
(a) | your acceptance of the new ordinary shares provisionally allotted to you and (if applicable) your application for excess ordinary shares is irrevocable (whether or not, to the extent permitted by law, any supplementary document or replacement document is lodged with the Authority); |
(b) | your remittance (if any) will be honoured on first presentation and that any monies returnable or refundable may be held pending clearance of your payment and will not bear interest or enjoy any share of revenue or other benefit arising therefrom; |
(c) | the contract arising from your acceptance of your provisional allotment of new ordinary shares and (if applicable) your application for excess ordinary shares shall be governed by, and construed in accordance with, Singapore law and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; |
(d) | any interest, share of revenue or other benefit accruing on or arising from or in connection with any acceptance and (if applicable) application monies shall be for the benefit of the Company and neither the Company, the joint lead managers and underwriters, the Share Registrar nor any other person involved in the rights offering shall be under any obligation to account for such interest, share of revenue or other benefit to you or any other person; |
(e) | in the event that your acceptance of your provisional allotment of new ordinary shares and (if applicable) excess application is invalid, presentation of your remittance for payment by or on behalf of the Company shall not constitute, or be construed as, an affirmation of such invalid acceptance and (if applicable) excess application; |
(f) | all applications for excess ordinary shares are accepted by the Company solely by allotment and issue of the relevant new ordinary shares and not otherwise, notwithstanding the presentation of your remittance for payment by or on behalf of the Company; |
(g) | you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after your acceptance of your provisional allotment of new ordinary shares and (if applicable) your application for excess ordinary shares; and |
(h) | in accepting your provisional allotment of new ordinary shares and (if applicable) in applying for excess ordinary shares, reliance is placed solely on the information contained in the Singapore offer information statement and that none of the Company, the joint lead managers and underwriters, the Share Registrar or any other person involved in the rights offering shall have any liability for any information not so contained. |
13. | All renouncees having an address outside Singapore and the United States must furnish the Share Registrar with an address in Singapore or the United States. |
14. | Unless expressly provided to the contrary in the Singapore offer information statementand/or this PAL, a person who is not a party to any contracts made pursuant to the Singapore offer information statement and this PAL has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein or therein, the consent of any third party is not required for any subsequent agreement by the parties hereto or thereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable. |
15. | Terms defined or construed in this PAL shall, unless otherwise stated, bear the meanings assigned to them in the Singapore offer information statement. |
16. | A reference to a time of the day in this PAL shall be a reference to Singapore time, unless otherwise stated. |
17. | This PAL will not be valid for delivery pursuant to trades done on the SGX-ST. |
Company Secretary
Chartered Semiconductor Manufacturing Ltd.
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Page 4 REMITTANCE TO BE ATTACHED HERE FORM A FORM OF ACCEPTANCE (Complete this form if you wish to accept your provisional allotment of new ordinary shares in full or in part) TO: Chartered Semiconductor Manufacturing Ltd. c/o The Share Registrar M & C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906 IMPORTANT EACH ENTITLED SCRIPHOLDER MUST COMPLETE AND SIGN THIS PAL. AN UNSIGNED PAL IS LIABLE TO BE REJECTED. Dear Sirs, *I/We hereby irrevocably and unconditionally accept *in full/in part the number of new ordinary shares provisionally allotted to *me/us and indicated in Section A below at the subscription price as accepted by *me/us in accordance with and subject to the terms and conditions and instructions set out in the Singapore offer information statement, (if applicable) the Memorandum and Articles of Association of the Company and this PAL. *I/We enclose herewith a cashier's order/banker's draft in Singapore currency drawn on a bank in Singapore for the full amount payable for the relevant number of new ordinary shares accepted by *me/us at the subscription price, which is made payable to ""CHARTERED SGD RIGHTS OFFERING ACCOUNT'', crossed ""NOT NEGOTIABLE, A/C PAYEE ONLY'' and with *my/our name(s) and address(es) written on the reverse side of the cashier's order or banker's draft. *I/We hereby request and authorise the Company (a) to register the new ordinary shares allotted to and accepted by *me/us in the name of ""The Central Depository (Pte) Limited'' (""CDP'') or its nominee for crediting into *my/our Securities Account(s) with CDP according to *my/our instructions indicated under Section B below and (b) to send the relevant share certificate(s) for the new ordinary shares to CDP by ordinary post at *my/our own risk. If any share certificate(s) for the new ordinary shares *is/are to be issued to *me/us in accordance with the terms hereof, *I/we request you to send by ordinary post at *my/our own risk the relevant share certificate(s) for the new ordinary shares to *my/our address in Singapore or the United States which we have provided to the Share Registrar for the service of notices or documents. *My/our attention has been drawn to the Section entitled ""Eligibility to Participate in the Rights Offering'' in this PAL. *I/We hereby acknowledge that *my/our receipt of this PAL and Form E (Excess Ordinary Shares Application Form) were accompanied by the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents). *I/We hereby acknowledge that this PAL, Form E (Excess Ordinary Shares Application Form) and the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents) were received by *me/us in Singapore or the United States. *I/We hereby acknowledge that if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents), all references herein to the Singapore offer information statement, the contents of which are substantially similar to the U.S. prospectus together with the instructions booklet, shall be construed as the U.S. prospectus together with the instructions booklet. *I/We declare that *I am/we are not under 21 years of age and that *I am/we are not (an) undischarged bankrupt(s) (for individuals only). *I/We declare that the particulars given below are true and accurate. *I/We *have/have not included this FORM A in the Consolidated Listing Form in FORM D for the purpose of consolidation. SECTION A Number of new ordinary shares accepted Amount of remittance payable (at S$0.07 for each new ordinary share) *Cashier's order/banker's draft number (indicate name of bank) S$ SECTION B PLEASE PRINT IN BLOCK LETTERS, WITH ONE LETTER/NUMBER IN EACH BOX. LEAVE ONE BOX BETWEEN WORDS. DO NOT BREAK UP WORDS. I *INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER FULL NAME OF INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER (PLEASE PRINT SURNAME FIRST E.G. TAN SHU LIN JOYCE) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF *INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER POSTAL CODE † SECURITIES ACCOUNT NO. (See Note 2 of the General Instructions) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO FIRST JOINT ENTITLED SCRIPHOLDER'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M II SECOND JOINT ENTITLED SCRIPHOLDER (This section is applicable to existing joint entitled scripholders only) FULL NAME OF SECOND JOINT ENTITLED SCRIPHOLDER (PLEASE PRINT SURNAME FIRST E.G. NG KOK ANN) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF SECOND JOINT ENTITLED SCRIPHOLDER POSTAL CODE †† SECURITIES ACCOUNT NO. (See Note 2 of the General Instructions) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO SECOND JOINT ENTITLED SCRIPHOLDER'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M SECTION C (TO BE COMPLETED BY ALL DEPOSITORY AGENTS) DEPOSITORY AGENT CODE *I/We declare that *I/we *am/am not *are/are not applying for the new ordinary shares as nominee(s) for any other person. Date Name(s) in full and capacity(ies) of official(s) signing*** (If entitled scripholder is a corporation) Signature(s) of entitled scripholder(s)*** (All joint entitled scripholders must sign) * Delete accordingly. ** To be completed by individuals/corporations. *** For corporations, at least two (2) authorised signatories and the Common Seal to be affixed in accordance with their Memorandum and Articles of Association. # For Singapore and Malaysian citizens and Singapore permanent residents, please indicate NRIC numbers. For others, please indicate passport numbers. † Joint entitled scripholders who maintain joint Securities Accounts should fill in their joint Securities Account number here. †† Applicable only to joint entitled scripholders who maintain separate Securities Accounts.
To: | Chartered Semiconductor Manufacturing Ltd. | |||
c/o The Share Registrar | ||||
M & C Services Private Limited | ||||
138 Robinson Road | ||||
#17-00 The Corporate Office | ||||
Singapore 068906 |
Contact Tel. No. | ||||
(during office hours) | : | |||
Signature(s) of entitled scripholder(s)** | ||||
(After office hours) | : | (All joint entitled scripholders must sign) | ||
Date : | ||||
Name(s) in full and capacity(ies) of official(s) signing** | ||||
(If entitled scripholder is a corporation) |
* | Delete accordingly. |
** | For corporations, at least two (2) authorised signatories and the Common Seal to be affixed in accordance with their Memorandum and Articles of Association. |
# | Please specify the number of new ordinary shares. |
To: | Chartered Semiconductor Manufacturing Ltd. | |||
c/o The Share Registrar | ||||
M & C Services Private Limited | ||||
138 Robinson Road | ||||
#17-00 The Corporate Office | ||||
Singapore 068906 |
Contact Tel. No. | ||||
(during office hours) | : | |||
Signature(s) of entitled scripholder(s)** | ||||
(After office hours) | : | (All joint entitled scripholders must sign) | ||
Date : | ||||
Name(s) in full and capacity(ies) of official(s) signing** (If entitled scripholder is a corporation) |
* | Delete accordingly. |
** | For corporations, at least two (2) authorised signatories and the Common Seal to be affixed in accordance with their Memorandum and Articles of Association. |
# | Please specify the number of new ordinary shares in respect of which your provisional allotment is renounced (see the instructions on completing this PAL in the paragraphs captioned “Renunciation and Nomination — Forms C and D”). |
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Page 6 REMITTANCE TO BE ATTACHED HERE FORM D FORM OF NOMINATION To: Chartered Semiconductor Manufacturing Ltd. c/o The Share Registrar M & C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906 IMPORTANT EACH RENOUNCEE MUST COMPLETE AND SIGN THIS PAL. AN UNSIGNED PAL IS LIABLE TO BE REJECTED. Dear Sirs, *I/We hereby accept the new ordinary shares on the terms and conditions of this PAL and in the several PALs/ split letters (if any) detailed in the Consolidated Listing Form and attached hereto totalling new ordinary shares that may be allotted to *me/us subject to the terms and conditions and instructions set out in the Singapore offer information statement, (if applicable) the Memorandum and Articles of Association of the Company and this PAL. *I/We enclose herewith a *cashier's order/banker's draft in Singapore currency drawn on a bank in Singapore made payable to ""CHARTERED SGD RIGHTS OFFERING ACCOUNT'', crossed ""NOT NEGOTIABLE, A/C PAYEE ONLY'' and with *my/our name(s) and address(es) clearly written in block letters on the reverse side in full payment for the new ordinary shares renounced to and accepted by *me/us. *I/We hereby request and authorise the Company (a) to register the new ordinary shares allotted to *me/us in the name of ""The Central Depository (Pte) Limited'' (""CDP'') or its nominee for crediting into *my/our Securities Account(s) with CDP according to *my/our instructions indicated under section B below and (b) to send the relevant shares certificate(s) to CDP by ordinary post at *my/our own risk. If any share certificate(s) for the new ordinary shares *is/are to be issued to *me/us in accordance with the terms hereof, *I/we request you to send by ordinary post at *my/our own risk the relevant share certificate(s) for the new ordinary shares to *my/our address(es) in Singapore or the United States shown below. *I/we hereby acknowledge that *my/our receipt of this PAL and Form E (Excess Ordinary Shares Application Form) was accompanied by the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents). †*I/We hereby acknowledge that this PAL, Form E (Excess Ordinary Shares Application Form) and the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents) were received by *me/us in Singapore or the United States. *I/We hereby acknowledge that if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents), all references herein to the Singapore offer information statement, the contents of which are substantially similar to the U.S. prospectus together with the instructions booklet, shall be construed as the U.S. prospectus together with the instructions booklet. *I/We declare that *I am/we are not under 21 years of age and that *I am/we are not (an) undischarged bankrupt(s) (for individuals only). *I/We declare that the particulars given below are true and accurate. SECTION A (TO BE COMPLETED BY RENOUNCEE) If you are an entitled scripholder of the Company, mark ""3'' here CONSOLIDATED LISTING FORM Serial Number of PAL(s)/ split letters Number of new ordinary shares Total number of PAL(s)/split letter(s) Total number of new ordinary shares Serial number of PAL(s)/split letter(s): (For official use only) Number of new ordinary shares accepted Amount of remittance payable (at S$0.07 for each new ordinary shares) *Cashier's order/banker's draft number (indicate name of bank) SECTION B (TO BE COMPLETED BY RENOUNCEE) PLEASE PRINT IN BLOCK LETTERS, WITH ONE LETTER/NUMBER IN EACH BOX. LEAVE ONE BOX BETWEEN WORDS. DO NOT BREAK UP WORDS. I *INDIVIDUAL/CORPORATE/FIRST JOINT RENOUNCEE FULL NAME OF INDIVIDUAL/CORPORATE/FIRST JOINT RENOUNCEE (PLEASE PRINT SURNAME FIRST E.G. TAN SHU LIN JOYCE) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF *INDIVIDUAL/CORPORATE/FIRST JOINT RENOUNCEE POSTAL CODE † SECURITIES ACCOUNT NO. (See Note 2 of the General Instructions) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO FIRST JOINT RENOUNCEE'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M II SECOND JOINT RENOUNCEE ONLY (This section is applicable to existing joint entitled scripholders only) FULL NAME OF SECOND JOINT RENOUNCEE (PLEASE PRINT SURNAME FIRST E.G. NG KOK ANN) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF SECOND JOINT RENOUNCEE POSTAL CODE †† SECURITIES ACCOUNT NO. (See Note 2 of the General Instructions) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO SECOND JOINT RENOUNCEE'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M SECTION C (TO BE COMPLETED BY ALL DEPOSITORY AGENTS) DEPOSITORY AGENT *I/We declare that *I/we *am/am not *are/are not applying for the new ordinary shares as nominee(s) for any other person. Date Name(s) in full and capacity(ies) of official(s) signing*** (If renouncee is a corporation) Signature(s) of renounce(s)*** (All joint renouncees must sign) * Delete accordingly. **To be completed by individuals/corporations. *** For corporations, at least two (2) authorised signatories and the Common Seal to be affixed in accordance with their Memorandum and Articles of Association. # For Singapore and Malaysian citizens and Singapore permanent residents, please indicate NRIC numbers. For others, please indicate passport numbers. † Joint renounces who maintain joint Securities Accounts should fill in their joint Securities Account number here. †† Applicable only to joint renouncees who maintain separate Securities Accounts.
(Registration No. (UEN) 198703584K)
(Incorporated in the Republic of Singapore on November 16, 1987)
NAME(S) AND ADDRESS(ES) OF ENTITLED SCRIPHOLDER/JOINT ENTITLED SCRIPHOLDERS | Serial Number | ||
Number of ordinary shares held as at 5.00 p.m. on March 18, 2009 (the“Ordinary Share Books Closure Date”) | |||
Number of excess ordinary shares applied for | |||
Amount payable in full on acceptance (at S$0.07 for each new ordinary share) (the“Subscription Price”) | |||
S$ | |||
Last Date and Time for Excess Ordinary Shares Application and Payment: April 6, 2009 at 5.00 p.m. | *Cashier’s order/banker’s draft number (indicate name of bank) | ||
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Page 8 FORM E EXCESS ORDINARY SHARES APPLICATION FORM To: Chartered Semiconductor Manufacturing Ltd. c/o The Share Registrar M & C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906 IMPORTANT EACH ENTITLED SCRIPHOLDER WHO WISHES TO APPLY FOR NEW ORDINARY SHARES IN EXCESS OF THOSE PROVISIONALLY ALLOTTED TO HIM MUST COMPLETE AND SIGN THIS FORM E. AN UNSIGNED FORM E IS LIABLE TO BE REJECTED. Dear Sirs, *I/We hereby irrevocably and unconditionally apply for and request you to allot to *me/us the number of excess ordinary shares as indicated in Section A below at the subscription price and enclose a separate *cashier's order/banker's draft in Singapore currency drawn on a bank in Singapore as full payment therefor made payable to ""CHARTERED SGD RIGHTS OFFERING ACCOUNT'', crossed ""NOT NEGOTIABLE, A/C PAYEE ONLY'' and with *my/our name(s) and address(es) written clearly in block letters on the reverse side of the *cashier's order/banker's draft. *I/We undertake and agree to accept the same or such lesser number of excess ordinary shares as may be allotted to *me/us in accordance with and subject to the terms and conditions and instructions set out in the Singapore offer information statement, the PAL, this Form E (Excess Ordinary Shares Application Form) and (if applicable) the Memorandum and Articles of Association of the Company. In the event that you decide not to allot any excess ordinary shares to *me/us, *I/we agree to accept that decision as conclusive and binding on *me/us. *I/We hereby request and authorise you (a) to register the excess ordinary shares allotted to *me/us in the name of ""The Central Depository (Pte) Limited'' or its nominee for crediting to *my/our Securities Account(s) according to *my/our instructions indicated below; (b) to send the relevant share certificate(s) for the excess ordinary shares allotted to *me/us to CDP by ordinary post at *my/our own risk; and (c) to return or refund without interest or share of revenue or any other benefit arising therefrom, the application monies or the balance thereof should this application be unsuccessful or accepted in part, by ordinary post at *my/our own risk to *my/our registered address(es). If any physical share certificate(s) for excess ordinary shares allotted to *me/us *is/are to be issued to *me/us in accordance with the terms hereof, *I/we request you to send the certificate(s) by ordinary post at *my/ our own risk to *my/our address in Singapore or the United States which we have provided to the Share Registrar for the service of notices or documents. *My/our attention has been drawn to the Section entitled ""Eligibility to Participate in the Rights Offering'' in this PAL. *I/We hereby acknowledge that any interest, share of revenue or other benefit accruing on or arising from or in connection with any application monies shall be for the benefit of the Company and none of the Company, the joint lead managers and underwriters, the Share Registrar nor any person involved in the rights offering shall be under any obligation to account for such interest, share of revenue or other benefit arising therefrom to *me/us. *I/We hereby acknowledge that *my/our receipt of the PAL and this Form E (Excess Ordinary Shares Application Form) was accompanied by the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents). *I/We acknowledge and accept that all instructions and authorisations given by *me/us in this Form E (Excess Ordinary Shares Application Form) are irrevocable. *I/We hereby acknowledge that the PAL, this Form E (Excess Ordinary Shares Application Form) and the Singapore offer information statement (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in Singapore, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in Singapore for the service of notices or documents) or the U.S. prospectus together with the instructions booklet (if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents) were received by *me/us in Singapore or the United States. *I/We hereby acknowledge that if *my/our registered address with the Share Registrar as at the ordinary shares books closure date is in the United States, or if *I/we had, at least three market days prior to the ordinary shares books closure date, provided the Share Registrar with an address in United States for the service of notices or documents), all references herein to the Singapore offer information statement, the contents of which are substantially similar to the U.S. prospectus together with the instructions booklet, shall be construed as the U.S. prospectus together with the instructions booklet. *I/We declare that *I am/we are not under 21 years of age and that *I am/we are not (an) undischarged bankrupt(s) (for individuals only). *I/We declare that the particulars given below are true and accurate. SECTION A Number of excess ordinary shares applied for Amount of remittance payable (at S$0.07 for each new ordinary share) *Cashier's order/banker's draft number (indicate name of bank) S$ SECTION B PLEASE PRINT IN BLOCK LETTERS, WITH ONE LETTER/NUMBER IN EACH BOX. LEAVE ONE BOX BETWEEN WORDS. DO NOT BREAK UP WORDS. I *INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER FULL NAME OF INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER (PLEASE PRINT SURNAME FIRST E.G. TAN SHU LIN JOYCE) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF *INDIVIDUAL/CORPORATE/FIRST JOINT ENTITLED SCRIPHOLDER POSTAL CODE † SECURITIES ACCOUNT NO. (See Note 1 of the General Instructions of Form E) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO FIRST JOINT ENTITLED SCRIPHOLDER'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M II SECOND JOINT ENTITLED SCRIPHOLDER (This section is applicable to existing joint entitled scripholders only) FULL NAME OF SECOND JOINT ENTITLED SCRIPHOLDER (PLEASE PRINT SURNAME FIRST E.G. NG KOK ANN) *MR/MRS/MISS/MDM/MESSRS #NRIC NO./PASSPORT NO. (For individuals) REGISTRATION NO. (For corporations) ADDRESS OF SECOND JOINT ENTITLED SCRIPHOLDER POSTAL CODE †† SECURITIES ACCOUNT NO. (See Note 1 of the General Instructions of Form E) (To be completed by Direct Securities Account holders only) Y Y TOTAL NUMBER OF NEW ORDINARY SHARES TO BE CREDITED TO SECOND JOINT ENTITLED SCRIPHOLDER'S SECURITIES ACCOUNT NO. PROVIDED ABOVE (Applicable to existing joint entitled scripholders only) CONTACT TEL. NO. (During office hours) (After office hours) ** NATIONALITY (Please tick ""3'') A Singaporean M B Malaysian M C Others (Please specify) For individuals falling under B or C only: Permanent Resident of Singapore: Yes M No M SECTION C (TO BE COMPLETED BY ALL DEPOSITORY AGENTS) DEPOSITORY AGENT CODE *I/We declare that *I/we *am/am not *are/are not applying for the new ordinary shares as nominee(s) for any other person. Date Name(s) in full and capacity(ies) of official(s) signing*** (If entitled scripholder is a corporation) Signature(s) of entitled scripholder(s)*** (All joint entitled scripholders must sign) * Delete accordingly. ** To be completed by individuals/corporations. *** For corporations, at least two (2) authorised signatories and the Common Seal to be affixed in accordance with their Memorandum and Articles of Association. # For Singapore and Malaysian citizens and Singapore permanent residents, please indicate NRIC numbers. For others, please indicate passport numbers. † Joint entitled scripholders who maintain joint Securities Accounts should fill in their joint Securities Account number here. †† Applicable only to joint entitled scripholders who maintain separate Securities Accounts.
1. | Where applicable, all joint entitled scripholders must sign this FORM E (Excess Ordinary Shares Application Form). Joint entitled scripholders who wish to trade the excess ordinary shares allotted to them on the SGX-ST under the book-entry (scripless) settlement system should open and maintain a joint Securities Account with CDP or each entitled scripholder should open and maintain a Securities Account with CDP in his own name. Joint entitled scripholders are required either to provide their joint Securities Account number or, if they wish to maintain separate Securities Accounts, to indicate the number of excess ordinary shares to be credited to each individual joint entitled scripholder’s designated Securities Account. Where, pursuant to any application for excess ordinary shares, existing joint entitled scripholders are allotted less excess ordinary shares than that applied for and the excess ordinary shares are to be credited to each individual joint entitled scripholder’s designated Securities Account, the existing joint entitled scripholders shall be deemed to have authorised the Company to allot to each individual joint entitled scripholder such number of excess ordinary shares as closely proportionate as possible to the number of new ordinary shares indicated by the joint entitled scripholders in this FORM E (Excess Ordinary Shares Application Form). In the absence of such indication, the directors may, at their absolute discretion, allot such numbers of excess ordinary shares to the Securities Account of the joint entitled scripholder whose name stands first in the Register of Members or issue physical share certificates for the excess ordinary shares in the names of the joint entitled scripholders. Entitled scripholders must fill in their Securities Account numbers and NRIC/passport numbers (for individuals) or registration numbers (for corporations) in this FORM E (Excess Ordinary Shares Application Form). Existing joint entitled scripholders who fail to comply with these instructions and entitled scripholders who fail to fill in their Securities Account numbersand/or NRIC/passport numbers (for individuals) or registration numbers (for corporations), or who provide incorrect or invalid Securities Account numbersand/or NRIC/passport numbers (for individuals) or registration numbers (for corporations), in this FORM E (Excess Ordinary Shares Application Form), or whose particulars as provided in this FORM E (Excess Ordinary Shares Application Form) (including the name(s) of the applicant(s)) differ from those particulars in their Securities Account currently maintained with CDP, will be issued physical share certificates for the excess ordinary shares in their own names which will be forwarded to them by ordinary post at their own risk for the excess ordinary shares that are allotted to them. Physical share certificates for the excess ordinary shares, if issued, will not be valid for delivery pursuant to trades done on the SGX-ST, although they will continue to beprima facieevidence of legal title. Your attention is drawn to the paragraph captioned “IMPORTANT — SCRIPLESS TRADING” set out in the PAL. |
2. | In the case of a corporation, this FORM E (Excess Ordinary Shares Application Form) must be executed under its Common Seal in accordance with its Memorandum and Articles of Association and the name(s) and capacity(ies) of the official(s) signing must be clearly stated. |
3. | The lodgement of FORM E (Excess Ordinary Shares Application Form), completed and purported to be signed by the person(s) in whose name(s) it was issued, shall be conclusive evidence in favour of the Company, the Share Registrar, and the joint lead managers and underwriters of the title of the person(s) lodging it or on whose behalf it is lodged to deal with the same and to have the excess ordinary shares allotted to him/them to be credited to his/their Securities Account(s)and/or to receive share certificate(s) for the excess ordinary sharesand/or any statement from CDPand/or the return of remittanceand/or return or refund of surplus application monies. |
4. | Please write clearly in English, using block letters. |
5. | Where an applicationand/or payment for excess ordinary shares does not conform strictly to the instructions set out under the Singapore offer information statement, the PAL, this Form E (Excess Ordinary Shares Application Form), or where an application by this Form E (Excess Ordinary Shares Application Form) is illegible, incomplete, incorrectly completed or accompanied by an improperly or insufficiently drawn remittance, the Companyand/or the Share Registrar may, at their/its absolute discretion, reject or treat as invalid any such excess application, paymentand/or other process of remittance at any time after receipt in such manner as they/it may deem fit. |
6. | By completing and delivering this Form E (Excess Ordinary Shares Application Form) and in consideration of the Company issuing and distributing this Form E (Excess Ordinary Shares Application Form) to you, you agree that: |
(a) | your application for excess ordinary shares is irrevocable (whether or not, to the extent permitted by law, any supplementary document or replacement document is lodged with the Authority); |
(b) | your remittance will be honoured on first presentation and that any monies returnable or refundable may be held pending clearance of your payment and will not bear interest or enjoy any share of revenue or other benefit arising therefrom; |
(c) | the contract arising from your application for excess ordinary shares shall be governed by, and construed in accordance with, Singapore law and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; |
(d) | any interest, share of revenue or other benefit accruing on or arising from or in connection with any application monies shall be for the benefit of the Company and neither the Company, the joint lead managers and underwriters, the Share Registrar nor any other person involved in the rights offering shall be under any obligation to account for such interest, share of revenue or other benefit to you or any other person; |
(e) | in the event that your application for excess ordinary shares is invalid, presentation of your remittance for payment by or on behalf of the Company shall not constitute, or be construed as, an affirmation of such invalid excess application; |
(f) | all applications for excess ordinary shares are accepted by the Company solely by the allotment and issue of the relevant new ordinary shares and not otherwise, notwithstanding the presentation of your remittance for payment by or on behalf of the Company; |
(g) | you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after your application for excess ordinary shares; and |
(h) | in applying for excess ordinary shares, reliance is placed solely on the information contained in the Singapore offer information statement and that none of the Company, the joint lead managers and underwriters, the Share Registrar or any other person involved in the rights offering shall have any liability for any information not so contained. |
7. | Your attention is drawn to those provisions of Part VIII of the Securities and Futures Act and The Singapore Code on Take-overs and Mergers which may be applicable to an acquisition of ordinary shares in the capital of the Company. You should consider the implications of those provisions before you apply for the excess ordinary shares under this FORM E (Excess Ordinary Shares Application Form). |
8. | Unless expressly provided to the contrary in the Singapore offer information statement, the PALand/or this FORM E (Excess Ordinary Shares Application Form), a person who is not a party to any contracts made pursuant to the Singapore offer information statement, the PAL and this FORM E (Excess Ordinary Shares Application Form) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein or therein, the consent of any third party is not required for any subsequent agreement by the parties hereto or thereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable. |
9. | Terms defined or construed in this FORM E (Excess Ordinary Shares Application Form) shall, unless otherwise stated, bear the meanings assigned to them in the Singapore offer information statement. |
10. | A reference to a time of the day in this Form E (Excess Ordinary Shares Application Form) shall be a reference to Singapore time unless otherwise stated. |
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