Singapore Airlines 2004 Annual Report Download - page 124

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122 SIA Annual Report 03/04
Notice of Annual General Meeting
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent of the issued share capital
of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of
shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20 per cent of the issued
share capital of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited
(“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-
paragraph (1) above, the percentage of issued share capital shall be based on the issued share capital of the
Company at the time this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awards which are outstanding or subsisting at the time this Resolution is passed; and
(ii) any subsequent consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing
Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall
continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the
next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
8.2 That pursuant to Section 161 of the Companies Act (Cap.50), the Directors be and are hereby authorised (in compliance
and subject always to the provisions of Article 4A of the Articles of Association of the Company (the “Articles”)) to:
(a) allot and issue, from time to time and at any time, such number of ASA Shares (as defined in Article 4A) at an issue
price of S$0.50 for each ASA Share or in the event of a liquidation of the Company, the higher of S$0.50 or the
liquidation value of an ASA Share as certified by the liquidator appointed in relation to the liquidation of the
Company for each ASA Share, partly paid at the price of S$0.01 to the Minister for Finance (Incorporated), and on
such terms and subject to such conditions, as the Directors may in their absolute discretion deem fit;
(b) make dividend payments out of the Company’s distributable profits to the Minister for Finance (Incorporated) as
holder of the ASA Shares in accordance with the provisions of the Companies Act and the Articles; and
(c) complete and do all such acts and things (including executing all such documents as may be required) as they may
consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated
and/or authorised by this Resolution.
8.3 That:
(a) for the purposes of Sections 76C and 76E of the Companies Act (Cap. 50) (the “Companies Act”), the exercise by
the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary
shares of S$0.50 each fully paid in the capital of the Company (the “Ordinary Shares”) not exceeding in aggregate
the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time
to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) market purchase(s) on the SGX-ST; and/or
(ii) off-market purchase(s) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s)
as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the
conditions prescribed by the Companies Act;
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being
be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buy Back
Mandate”);