Singapore Airlines 2006 Annual Report Download - page 151

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149
Singapore Airlines Annual Report 05/06
Singapore Airlines Limited
Co Regn No. 197200078R
(Incorporated in the Republic of Singapore)
Notice is hereby given that the Thirty-Fourth Annual General Meeting of the Company will be held at the Mandarin Court,
4th Floor, Grand Tower, Meritus Mandarin, 333 Orchard Road, Singapore 238867 on Monday, 31 July 2006 at 2.15 p.m. to transact
the following business:
Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Financial Statements for the year ended 31 March 2006 and the
Auditors’ Report thereon.
2. To declare a fi nal tax exempt (one-tier) dividend of 35 cents per ordinary share for the year ended 31 March 2006.
3. To re-appoint Sir Brian Pitman, a Director who will retire under Section 153(6) of the Companies Act, Cap 50, to hold offi ce from
the date of this Annual General Meeting until the next Annual General Meeting of the Company.
4. To re-elect the following Directors who are retiring by rotation in accordance with Article 82 of the Company’s Articles of
Association and who, being eligible, offer themselves for re-election:
(a) Mr Chia Pei-Yuan
(b) Mr Ho Kwon Ping
(c) Mr Davinder Singh
5. To re-elect the following Directors who are retiring in accordance with Article 89 of the Company’s Articles of Association and
who being eligible, offer themselves for re-election:
(a) Mr James Koh Cher Siang
(b) Mr David Michael Gonski
6. To approve Directors’ Fees of $966,000 (FY2004/2005: $962,000).
7. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fi x their remuneration.
Special Business
8. To consider and if thought fi t, approve, with or without modifi cation, the following resolutions as Ordinary Resolutions:
8.1
That pursuant to Section 161 of the Companies Act, Cap 50, authority be and is hereby given to the Directors of the
Company to:
(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be
issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other
instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their
absolute discretion deem fi t; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent of the issued shares in the capital
of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to
be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) does not exceed 10 per cent of the issued shares in the capital of
the Company (as calculated in accordance with sub-paragraph (2) below);
NOTICE OF ANNUAL GENERAL MEETING