Singapore Airlines 2010 Annual Report Download - page 208

SINGAPORE AIRLINES
206
notice of annual general meeting
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.
7.2 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
(b) allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required
to be issued pursuant to the exercise of options under the SIA Employee Share Option Plan (“Share Option Plan”)
and/or such number of fully paid shares as may be required to be issued pursuant to the vesting of awards under
the Performance Share Plan and/or the Restricted Share Plan (the Share Option Plan, the Performance Share Plan
and the Restricted Share Plan, together the “Share Plans”),
provided that:
(1) the maximum number of new ordinary shares which may be issued pursuant to the Share Plans shall not
exceed 13 per cent of the total number of issued ordinary shares (excluding treasury shares) in the capital of the
Company, as determined in accordance with the Share Plans; and
(2) the maximum number of new ordinary shares under awards to be granted pursuant to the Performance Share
Plan and the Restricted Share Plan during the period commencing from the date of this Annual General Meeting of
the Company and ending on the date 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, shall not
exceed 1.5 per cent of the total number of issued ordinary shares (excluding treasury shares) in the capital of the
Company preceding the relevant date of grant.
8. To transact any other business as may properly be transacted at an Annual General Meeting.