Singapore Airlines 2015 Annual Report Download - page 219

(b) the approval given in sub-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 eect to the IPT Mandate and/or this Resolution.
6.4 That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (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 in the capital of the Company (“Shares”) not exceeding in aggregate the Maximum Limit (as hereaer
defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the
Maximum Price (as hereaer defined), whether by way of:
(i) market purchase(s) on the Singapore Exchange Securities Trading Limited (“SGX-ST”); and/or
(ii) o-market purchase(s) (if eected 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”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company
pursuant to the Share Buy Back Mandate may be exercised by the Directors of the Company 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 earliest of:
(i) the date on which the next Annual General Meeting of the Company is held;
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and
(iii) the date on which purchases and acquisitions of Shares pursuant to the Share Buy Back Mandate are carried out
to the full extent mandated;
(c) in this Resolution:
“Average Closing Price” means the average of the last dealt prices of a Share for the five consecutive trading days on
which the 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 oer pursuant to the o-market purchase, and deemed to be adjusted
in accordance with the listing rules of the SGX-ST for any corporate action which occurs aer the relevant five-day period;
“date of the making of the oer” means the date on which the Company announces its intention to make an oer for
the purchase or acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more
than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access
scheme for eecting the o-market purchase;
“Maximum Limit” means that number of issued Shares representing 5% of the total number of issued Shares as at
the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and
“Maximum Price”, in relation to a 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 o-market purchase, 105% of the Average Closing Price of the Shares; and
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