Singapore Airlines 2012 Annual Report Download - page 202

200 SINGAPORE AIRLINES
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 and/or the SIA Restricted Share
Plan; and
(b) allot and issue from time to time such number of fully paid ordinary shares as may be required to be issued pursuant
to the vesting of awards under the SIA Performance Share Plan and/or the SIA Restricted Share Plan,
provided that the maximum number of new ordinary shares under awards to be granted pursuant to the SIA Performance
Share Plan and the SIA 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, (excluding
new ordinary shares arising from any adjustments made from time to time pursuant to the SIA Performance Share Plan
and the SIA Restricted Share Plan) shall not exceed 8,832,924 ordinary shares, which represents 0.75 per cent of the
total number of issued ordinary shares (excluding treasury shares) in the capital of the Company as at 31 March 2012.
8. To transact any other business as may properly be transacted at an Annual General Meeting.