Singapore Airlines 2004 Annual Report Download - page 125

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123
SIA Annual Report 03/04
Notice of Annual General Meeting
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to
the Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the period
commencing from the date of the passing of this Resolution and expiring on the earlier of:
(i) the date on which the next Annual General Meeting of the Company is held; and
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held;
(c) in this Resolution:
“Average Closing Price” means the average of the last dealt prices of an Ordinary Share for the five consecutive
trading days on which the Ordinary Shares are transacted on the SGX-ST immediately preceding the date of market
purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off- market
purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action
which occurs after the relevant five day period;
“Date of the making of the offer” means the date on which the Company announces its intention to make an
offer for the purchase or acquisition of Ordinary Shares from holders of Ordinary Shares, stating therein the
purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each
Ordinary Share and the relevant terms of the equal access scheme for effecting off-market purchase;
“Maximum Limit” means that number of issued Ordinary Shares representing ten per cent of the issued ordinary
share capital of the Company as at the date of the passing of this Resolution; and
“Maximum Price”, in relation to an Ordinary Share to be purchased or acquired, means the purchase price
(excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not
exceed, whether pursuant to a market purchase or an off-market purchase, 105 per cent of the Average Closing
Price of the Ordinary Shares; and
(d) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they and/or he may consider expedient or necessary to
give effect to the transactions contemplated and/or authorised by this Resolution.
8.4 That the Directors be and are hereby authorised to offer and grant Options (as defined in the SIA Employee Share
Option Plan) in accordance with the rules of the SIA Employee Share Option Plan (the “Plan”) and to allot and issue
from time to time such number of Ordinary Shares as may be required to be issued pursuant to the exercise of Options
under the Plan provided always that the aggregate number of Ordinary Shares to be issued pursuant to the Plan shall
not exceed 13 per cent of the issued share capital of the Company from time to time.
8.5 That:
(a) approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of the SGX-ST,
for the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter
9), or any of them, to enter into any of the transactions falling within the types of interested person transactions
described in the Appendix to the Company’s letter to shareholders dated 23 June 2004 attached as Annex 3 with
any party who is of the class of interested persons described in such Appendix, provided that such transactions are
made on normal commercial terms and in accordance with the review procedures for such interested person
transactions;
(b) the approval given in paragraph (a) above (the “IPT Mandate”) shall, unless revoked or varied by the Company in
general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and
(c) the Directors of the Company be and are hereby authorised to 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 IPT Mandate and/or this Resolution.
9. To transact any other business