Singapore Airlines 2010 Annual Report Download - page 210

SINGAPORE AIRLINES
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number of Board and Committee meetings for Financial Year 2010-11, assuming full attendance by all of the current
eight non-executive Directors, at the fee rates shown in the Annual Report. The amount also caters for unforeseen
circumstances, for example, the appointment of additional Directors, additional unscheduled Board meetings and/or
the formation of additional Board Committees. In the event that the amount proposed is insufficient, approval will be
sought at the next Annual General Meeting before payments are made to Directors for the shortfall. Mr Chew Choon
Seng, being the Chief Executive Officer, does not receive any Director’s fees.
4. Ordinary Resolution No. 7.1, 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
5 per cent for issues other than on a pro rata basis. The 5 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. 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.
5. Ordinary Resolution No. 7.2, if passed, will empower the Directors to grant awards pursuant to the SIA
Performance Share Plan and the SIA Restricted Share Plan, 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 (together, the “Share Plans”) provided that (a) the maximum number of new ordinary shares
which may be issued under the Share Plans is limited to 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 (b) the maximum number of new ordinary shares under awards which may be granted pursuant to the SIA
Performance Share Plan and the SIA Restricted Share Plan from this Annual General Meeting to the next Annual
General Meeting 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. 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. The Chairman of the Annual General Meeting will be exercising his right under Article 63 of the Articles of Association of the Company to
demand a poll in respect of each of the resolutions to be put to the vote of members at the Annual General Meeting and at any adjournment
thereof. Accordingly, each resolution at the Annual General Meeting will be voted on by way of a poll.
2. 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.
3. 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.