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Singapore Airlines 153 Annual Report 2006-07
Explanatory note
1. In relation to Ordinary Resolution No. 3, Sir Brian Pitman will, upon re-appointment, continue to serve as a member of the
Board Compensation & Industrial Relations Committee and Board Safety & Risk Committee. Sir Brian Pitman is considered an
independent Director. Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report for
further details on Sir Brian Pitman.
2. In relation to Ordinary Resolution No. 4, Mr Stephen Lee Ching Yen will, upon re-election, continue to serve as Chairman
of the Board Executive Committee and Board Compensation and Industrial Relations Committee. Mr Chew Choon Seng
will, upon re-election, continue to serve as a member of the Board Executive Committee. Mr James Koh Cher Siang will,
upon re-election, continue to serve as Chairman of the Board Safety & Risk Committee and as a member of the Board
Executive Committee and Board Compensation and Industrial Relations Committee. Mr Lee and Mr Chew are considered
non-independent Directors, while Mr Koh is considered an independent Director. Please refer to the sections on Board of
Directors and Corporate Governance in the Annual Report for further details on Mr Lee, Mr Chew and Mr Koh, respectively.
3. In relation to Ordinary Resolution No. 5, 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 fi ll a casual vacancy or as an addition to
the existing Directors. Any Director so appointed shall hold offi ce only until the next following Annual General Meeting,
and shall then be eligible for re-election. Ms Euleen Goh Yiu Kiang was appointed on 1 September 2006 and is seeking
re-election at the forthcoming Thirty-Fifth Annual General Meeting. Ms Goh will upon re-election continue to serve as a
member of the Board Executive Committee and Board Audit Committee. Ms Goh is considered an independent Director.
Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report for further details on
Ms Goh.
4. Ordinary Resolution No. 8.1, if passed, will empower Directors to issue shares, make or grant instruments convertible into
shares and to issue shares pursuant to such instruments, from the date of the above Meeting until the date of the next
Annual General Meeting. The number of shares which the Directors may issue under this Resolution will not exceed
50 per cent of the issued shares in the capital of the Company with a sub-limit of 10 per cent for issues other than on a
pro rata basis. The 10 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 and the Articles of Association of the Company. For the
purpose of determining the aggregate number of shares which may be issued, the percentage of issued shares shall be based
on the number of issued 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 consolidation or
subdivision of shares.
5. Ordinary Resolution No. 8.2, if passed, will empower the Directors to offer and grant options and/or awards and to allot and
issue ordinary shares in the capital of the Company pursuant to the SIA Employee Share Option Plan, the SIA Performance
Share Plan and the SIA Restricted Share Plan. The SIA Employee Share Option Plan was adopted at the Extraordinary General
Meeting of the Company held on 8 March 2000 and modifi ed at the Extraordinary General Meetings of the Company held on
14 July 2001 and 26 July 2003, respectively. The SIA Performance Share Plan and the SIA Restricted Share Plan were adopted
at the Extraordinary General Meeting of the Company held on 28 July 2005.
Notes
1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need
not be a member of the Company.
2. The instrument appointing a proxy or proxies must be deposited at the offi ce of the Company’s Share Registrar, M & C Services Private Limited, 138 Robinson Road,
#17-00 The Corporate Offi ce, Singapore 068906 not less than 48 hours before the time fi xed for holding the Meeting.
NOTICE OF ANNUAL GENERAL MEETING