Singapore Airlines 2002 Annual Report Download - page 115

SIA Annual Report 01/02 115
Notice of Annual General Meeting
Singapore Airlines Limited (Incorporated in the Republic of Singapore)
Ordinary Resolutions (continued)
6.4 "That:
6.4.1 for the purposes of Sections 76C and 76E of the Companies Act, Cap.50 (the "Companies Act"), the exercise by the Directors
of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of $0.50 each fully paid in the
capital of the Company (the "Ordinary Shares") not exceeding in aggregate the Maximum Percentage (as hereinafter defined),
at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereinafter
described), whether by way of:
(a) market purchase(s) on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and/or any other stock
exchange on which the Ordinary Shares may for the time being be listed or quoted (the "Other Exchange"); and/or
(b) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, the Other Exchange) in
accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they may 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 or, as the case may be, the Other
Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally
(the "Share Buy Back Mandate");
6.4.2 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:
(a) the date on which the next Annual General Meeting of the Company is held; and
(b) the date by which the next Annual General Meeting of the Company is required by law to be held;
6.4.3 in this Resolution:
"Average Closing Price" means the average of the last dealt prices of an Ordinary Share for the five consecutive days on
which the Ordinary Shares are transacted on the SGX-ST or, as the case may be, the Other Exchange 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;
"date of the making of the offer" means the date on which the Company announces its intention to make an offer for the
puchase or acquisition of Ordinary Shares from Shareholders, 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 the off-market purchase;
"Maximum Percentage" means that number of Ordinary Shares representing 10 per cent. of the issued ordinary share capital
of the Company as at the date of the passing of this Resolution;
"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, in the case
of a market purchase or, as the case may be, off-market purchase of an Ordinary Share, 105 per cent. of the Average
Closing Price of an Ordinary Share; and
6.4.4 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."
7. To transact any other business.