Singapore Airlines 2013 Annual Report Download - page 206

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SINGAPORE AIRLINES
NOTICE OF ANNUAL GENERAL MEETING
Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a) and 3(b), Mr Goh Choon Phong will, upon re-election, continue to serve as
a member of the Board Executive Committee. Mr Lucien Wong Yuen Kuai will, upon re-election, continue to serve as a
member of the Board Executive Committee, Board Nominating Committee and Board Safety and Risk Committee. Mr Goh
and Mr Wong are considered non-independent Directors. Please refer to the sections on Board of Directors and Corporate
Governance in the Annual Report for further details on Mr Goh and Mr Wong, respectively.
2. In relation to Ordinary Resolution Nos. 4(a) and 4(b), Article 89 of the Company’s Articles of Association permits the Directors
to appoint any person approved in writing by the Special Member to be a Director, either to fill a casual vacancy or as an
addition to the existing Directors. Any Director so appointed shall hold office only until the next following Annual General
Meeting, and shall then be eligible for re-election. Mr Hsieh Tsun-yan and Mr Gautam Banerjee were appointed on 1 September
2012 and 1 January 2013 respectively, and are seeking re-election at the forthcoming Forty-First Annual General Meeting.
Mr Hsieh will, upon re-election, continue to serve as a member of the Board Audit Committee and the Board Compensation
and Industrial Relations Committee. Mr Banerjee will, upon re-election, continue to serve as a member of the Board
Compensation and Industrial Relations Committee and will be appointed Chairman of the Board Audit Committee.
Both Mr Hsieh and Mr Banerjee are considered independent Directors. Please refer to the sections on Board of Directors and
Corporate Governance in the Annual Report for further details on Mr Hsieh and Mr Banerjee.
3. Ordinary Resolution No. 5, if passed, will facilitate the payment of Directors’ fees during the financial year in which the
fees are incurred, that is, during Financial Year 2013-14. Directors’ fees are computed based on the anticipated number of
Board and Committee meetings for Financial Year 2013-14, assuming full attendance by all of the non-executive Directors.
The amount also caters for unforeseen circumstances, for example, the appointment of additional Directors, additional
unscheduled Board meetings and/or the formation of additional Board Committees. The amount also includes transport
and travel benefits to be provided to the non-executive Directors. In the event that the amount proposed is insufficient,
approval will be sought at the next Annual General Meeting before payments are made to Directors for the shortfall.
Mr Goh Choon Phong, being the Chief Executive Officer, does not receive any Director’s fees.
4. Ordinary Resolution No. 7.1, if passed, will empower Directors to issue shares, make or grant instruments convertible into
shares and to issue shares pursuant to such instruments. 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. 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.
5. Ordinary Resolution No. 7.2, 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 (“Shares”)
pursuant to the SIA Performance Share Plan and the SIA Restricted Share Plan provided that the maximum number of new
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 (excluding new ordinary shares arising from any
adjustments made from time to time pursuant to the SIA Performance Share Plan and the SIA Restricted Share Plan) shall
not exceed 8,816,089 Shares, which represents 0.75 per cent of the total number of issued Shares (excluding treasury
shares) as at 31 March 2013.