Cathay Pacific 2015 Annual Report Download - page 37

Annual Report 2015
35
Permitted indemnity
Subject to the Companies Ordinance (Cap. 622 of the Laws
of Hong Kong), every Director is entitled under the
Company’s Articles of Association to be indemnified out of
the assets of the Company against all costs, charges,
expenses, losses and liabilities which he or she may sustain
or incur in or about the execution or discharge of his or her
duties and/or the exercise of his or her powers and/or
otherwise in relation to or in connection with his or her
duties, powers or office. To the extent permitted by such
Ordinance, the Company has taken out insurance against
Directors’ Report
the liability and costs associated with defending any
proceedings which may be brought against directors of
companies in the Group.
Substantial shareholders
The register of interests in shares and short positions
maintained under Section 336 of the SFO shows that at 31st
December 2015 the Company had been notified of the
following interests in the shares of the Company held by
substantial shareholders and other persons:
Long position No. of shares
Percentage of
voting shares (%) Type of interest (Note)
1. Air China Limited 2,949,997,987 74.99 Attributable interest (a)
2. China National Aviation Holding Company 2,949,997,987 74.99 Attributable interest (b)
3. Swire Pacific Limited 2,949,997,987 74.99 Attributable interest (a)
4. John Swire & Sons Limited 2,949,997,987 74.99 Attributable interest (c)
Note: At 31st December 2015:
(a) Under Section 317 of the SFO, each of Air China, China National Aviation Company Limited (“CNAC”) and Swire Pacific, being a party to the
Shareholders’ Agreement in relation to the Company dated 8th June 2006, was deemed to be interested in a total of 2,949,997,987 shares of the
Company, comprising:
(i) 1,770,238,000 shares directly held by Swire Pacific;
(ii)1,179,759,987sharesindirectlyheldbyAirChinaanditssubsidiariesCNAC,SuperSupremeCompanyLimitedandTotalTransformGroup
Limited,comprisingthefollowingsharesheldbytheirwhollyownedsubsidiaries:288,596,335sharesheldbyAngelParadiseLtd.,280,078,680
shares held by Custain Limited, 191,922,273 shares held by Easerich Investments Inc., 189,976,645 shares held by Grand Link Investments
Holdings Ltd., 207,376,655 shares held by Motive Link Holdings Inc. and 21,809,399 shares held by Perfect Match Assets Holdings Ltd.
(b) China National Aviation Holding Company is deemed to be interested in a total of 2,949,997,987 shares of the Company, in which its subsidiary Air
China is deemed interested.
(c) Swire and its wholly owned subsidiary JSSHK are deemed to be interested in a total of 2,949,997,987 shares of the Company by virtue of the Swire
group being interested in 53.20% of the equity of Swire Pacific and controlling 62.60% of the voting rights attached to shares in Swire Pacific.
Public float
From information that is publicly available to the Company
and within the knowledge of its Directors at the date of this
report, at least 25% of the Company’s total number of
issued shares are held by the public.
Auditors
KPMG retire and, being eligible, offer themselves for
re-appointment. A resolution for the re-appointment of
KPMG as Auditors to the Company is to be proposed at the
forthcoming annual general meeting.
By order of the Board
John Slosar
Chairman
Hong Kong, 9th March 2016