Singapore Airlines 2009 Annual Report Download - page 220

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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
total number of issued shares (excluding treasury 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 5 per cent of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading
Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under
sub-paragraph (1) above, 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 Resolution is passed, after adjusting
for:
(i) new shares arising from the conversion or exercise of any convertible securities or share options
or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and
(ii) any subsequent bonus issue or consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the
Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-
ST) and the Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall
continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which
the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
6.2 THAT pursuant to section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the Directors
be and are hereby authorised (in compliance and subject always to the provisions of Article 4A of the Articles of
Association of the Company (the “Articles”) to:
(a) allot and issue, from time to time and at any time, such number of ASA Shares (as defi ned in Article 4A)
at an issue price of S$0.50 for each ASA Share or in the event of a liquidation of the Company, the higher
of S$0.50 or the liquidation value of an ASA Share as certifi ed by the liquidator appointed in relation to
the liquidation of the Company for each ASA Share, partly paid at the price of S$0.01 to the Minister for
Finance (Incorporated), and on such terms and subject to such conditions, as the Directors may in their
absolute discretion deem fi t;
(b) make dividend payments out of the Company’s distributable profi ts to the Minister for Finance
(Incorporated) as holder of the ASA Shares in accordance with the provisions of the Companies Act and
the Articles; and
(c) complete and do all such acts and things (including executing all such documents as may be required)
as they may consider expedient or necessary or in the interests of the Company to give effect to the
transactions contemplated and/or authorised by this Resolution.
6.3 That the Directors be and are hereby authorised to:
(a) grant awards in accordance with the provisions of the SIA Performance Share Plan (“Performance Share Plan”)
and/or the SIA Restricted Share Plan (“Restricted Share Plan”); and
NOTICE OF ANNUAL GENERAL MEETING