Singapore Airlines 2009 Annual Report Download - page 222

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Mr Chia Pei-Yuan and Sir Brian Pitman will be retiring from offi ce as Director at the forthcoming Annual General
Meeting under section 153 of the Companies Act, Cap. 50, and will not be seeking re-appointment thereat.
2. Ordinary Resolution No. 4, if passed, will facilitate the payment of Directors’ fees during the fi nancial year in which
the fees are incurred, that is, during Financial Year 2009-10. The amount of the Directors’ fees is computed based on
the anticipated number of Board and Committee meetings for Financial Year 2009-10, assuming full attendance by
all of the current eight non-executive Directors, at the fee rates shown in the Annual Report. The amount also caters
for unforeseen circumstances, for example, the appointment of an additional Director, additional unscheduled Board
meetings and/or the formation of additional Board Committees.
3. Ordinary Resolution No. 6.1, if passed, will empower Directors to issue shares, make or grant instruments convertible
into shares and to issue shares pursuant to such instruments, from the date of the above Meeting until the date of
the next Annual General Meeting. The number of shares which the Directors may issue under this Resolution will not
exceed 50 per cent of the issued shares (excluding treasury shares) in the capital of the Company, with a sub-limit of
5 per cent for issues other than on a pro rata basis. The 5 per cent sub-limit for non-pro rata issues is lower than the
20 per cent sub-limit allowed under the Listing Manual of the Singapore Exchange Securities Trading Limited and the
Articles of Association of the Company. For the purpose of determining the aggregate number of shares which may be
issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares)
in the capital of the Company at the time this Ordinary Resolution is passed, after adjusting for (a) new shares arising
from the conversion or exercise of any convertible instruments or share options or vesting of share awards which
are outstanding at the time this Ordinary Resolution is passed and (b) any subsequent bonus issue or consolidation
or subdivision of shares. For the avoidance of doubt, shareholders’ approval will be required for any consolidation or
subdivision of shares.
4. Details of the proposal to renew the ASA Shares mandate are contained in the accompanying Letter to Shareholders
dated 25 June 2009.
5. Ordinary Resolution No. 6.3, if passed, will empower the Directors to grant awards pursuant to the SIA Performance
Share Plan and the SIA Restricted Share Plan, and to allot and issue ordinary shares in the capital of the Company
pursuant to the SIA Employee Share Option Plan, the SIA Performance Share Plan and the SIA Restricted Share Plan
(together, the “Share Plans”) provided that (a) the maximum number of new ordinary shares which may be issued
under the Share Plans is limited to 13 per cent of the total number of issued ordinary shares (excluding treasury
shares) in the capital of the Company, as determined in accordance with the Share Plans and (b) the maximum number
of new ordinary shares under awards which may be granted pursuant to the SIA Performance Share Plan and the SIA
Restricted Share Plan from this Annual General Meeting to the next Annual General Meeting shall not exceed 1.5 per
cent of the total number of issued ordinary shares (excluding treasury shares) in the capital of the Company preceding
the relevant date of grant. The SIA Performance Share Plan and the SIA Restricted Share Plan were adopted at the
Extraordinary General Meeting of the Company held on 28 July 2005.
Notes
1. The Chairman of the Annual General Meeting will be exercising his right under Article 63 of the Articles of Association of the Company
to demand a poll in respect of each of the resolutions to be put to the vote of members at the Annual General Meeting and at any
adjournment thereof. Accordingly, each resolution at the Annual General Meeting will be voted on by way of a poll.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote
instead of him. A proxy need not be a member of the Company.
3. The instrument appointing a proxy or proxies must be deposited at the offi ce of the Company’s Share Registrar, M & C Services Private
Limited, 138 Robinson Road, #17-00 The Corporate Offi ce, Singapore 068906 not less than 48 hours before the time fi xed for holding
the Meeting.
NOTICE OF ANNUAL GENERAL MEETING