Starwood Eur Regulatory News (SWEF)

Ordinary Resolution

For*

Against

Withheld**

1. To adopt the proposed changes to the Company's investment policy, as set out in Part II of the circular sent to Shareholders dated 16 February 2015

132,967,853

0

0

Special Resolution

For*

Against

Withheld**

2. The Directors be generally and unconditionally

authorised for the purposes of section 292 of the

Companies (Guernsey) Law, 2008, as amended,

(the "Law"), (such authority superseding and

revoking any previous authority to the extent

unused (to exercise all the powers of the

Company to a lot shares in the Company and

grant rights to subscribe for, or convert any

security into, shares in the Company up to an

aggregate amount of 200 million shares of no par

value pursuant to the Share Issuance Programme

as subscribed in the Circular.

The authority hereby conferred on the Directors

shall expire at the conclusion of the annual general

meeting of the Company in 2016, save that the

Company may before such expiry make an offer

or agreement which would or might require shares

to be allotted or rights to be granted, after such

expiry and the Directors may allot shares, or grant

rights to subscribe for or to convert any security

into shares, in pursuance of such an offer or

agreement as if the authority conferred hereby has

not expired.

118,909,785

14,058,068

0

Special Resolution

For*

Against

Withheld**

3. Subject to the passing of Resolution 2 above and in

substitution for all subsisting authorities to the

extent unused, the Directors be empowered

pursuant to article 7.7 of the articles of

incorporation of the Company (the "Articles") to

allot equity securities of the Company for cash

pursuant to the authority conferred by Resolution 2

as if Article 7.2 did not apply to any such allotment

or sale, provided that the power conferred by this

Resolution shall be limited to:

(i) the allotment of equity securities for cash in

connection with or pursuant to an offer of or

invitation to acquire equity securities in favour of

holders of ordinary shares in proportion (as

nearly as practicable) to the respective number

of ordinary shares held by them on the record

date for such allotment or sale (and holders of

any other class of equity securities entitled to

participate therein or if the Directors consider it

necessary, as permitted by the rights of those

securities) but subject to such exclusions or

other arrangements as the Directors may

consider necessary or appropriate to deal with

fractional entitlements, treasury shares, record

dates or legal regulatory or practical difficulties

which may arise under the laws of or the

requirements of any regulatory body or stock

exchange in any territory or any other matter

whatsoever; and

(ii) the allotment (otherwise) than under paragraph

of this Resolution 3 of equity securities up to a

maximum number of 200 million shares of no

par value (which may be issued as ordinary

shares/and/or C shares in accordance with the

Articles,

and provided further that the power conferred

shall expire at the conclusion of the annual

general meeting of the Company in 2016 save

that the Company may before such expiry make

an offer or agreement which would or might

require equity securities to be allotted after such

expiry and The Directors may allot equity

securities in pursuance of any such offer or

agreement as if the power conferred hereby had

not expired.

117,705,789

15,252,064

10,000