Singapore Airlines 2008 Annual Report Download - page 177

Singapore Airlines Annual Report 2007-08
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Explanatory notes
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 Chia Pei-Yuan will, upon re-election, continue to serve as a member of the
Board Audit Committee and Board Nominating Committee. Mr David Michael Gonski will, upon re-election, continue to
serve as a member of the Board Audit Committee and Board Compensation and Industrial Relations Committee. Mr Chia
and Mr Gonski are considered independent Directors. Please refer to the sections on Board of Directors and Corporate
Governance in the Annual Report for further details on Mr Chia and Mr Gonski.
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 fill a casual vacancy or as an
addition to the existing Directors. Any Director so appointed shall hold office only until the next following Annual General
Meeting, and shall then be eligible for re-election. Mrs Christina Ong and Mr Lucien Wong Yuen Kuai were appointed on
1 September 2007 and are seeking re-election at the forthcoming Thirty-Sixth Annual General Meeting. Mrs Ong will,
upon re-election, continue to serve as a member of the Board Nominating Committee. Mr Wong will, upon re-election,
continue to serve as Chairman of the Board Nominating Committee and as a member of the Board Audit Committee. Mrs
Ong and Mr Wong are considered independent Directors. Please refer to the sections on Board of Directors and Corporate
Governance in the Annual Report for further details on Mrs Ong and Mr Wong.
4. In relation to Ordinary Resolution No. 6, the framework for the proposed Directors’ fees for financial year 2007-08 is set
out in the Corporate Governance Report of the Annual Report.
5. Ordinary Resolution No. 7, if passed, will facilitate the payment of Directors’ fees during the financial year in which the
fees are incurred, that is, during financial year 2008-09. The amount of the Directors’ fees is computed based on the
anticipated number of Board and Committee meetings for financial year 2008-09, assuming full attendance by all of the
current nine Directors, at the fee rates shown in the Annual Report. The amount also includes an additional 10 per cent to
cater to unforeseen circumstances, for example, the appointment of an additional Director, additional unscheduled Board
meetings and/or the formation of additional Board Committees.
6. Ordinary Resolution No. 9.1, 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 (excluding treasury 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 total number of issued shares (excluding treasury 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 bonus issue or consolidation or subdivision of shares. For the avoidance of
doubt, shareholders’ approval will be required for any consolidation or subdivision of shares.
7. Ordinary Resolution No. 9.2, 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 modified 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 office of the Company’s Share Registrar, M & C Services Private Limited,
138 Robinson Road, #17-00 The Corporate Office, Singapore 068906 not less than 48 hours before the time fixed for holding the Meeting.
NOTICE OF ANNUAL GENERAL MEETING