Singapore Airlines 2012 Annual Report Download - page 204

202 SINGAPORE AIRLINES
Notice Of Annual General Meeting
Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a), 3(b) and 3(c), Dr William Fung Kwok Lun will, upon re-election, continue
to serve as a member of the Board Audit Committee. Mrs Christina Ong will, upon re-election, continue to serve as a
member of the Board Nominating Committee and Board Safety and Risk Committee. Dr Helmut Gunter Wilhelm Panke
will, upon re-election, continue to serve as Chairman of the Board Safety and Risk Committee and a member of the
Board Compensation and Industrial Relations Committee. Dr Fung, Mrs Ong and Dr Panke are considered independent
Directors. Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report for further
details on Dr Fung, Mrs Ong and Dr Panke, respectively.
2. In relation to Ordinary Resolution No. 4, 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. Mr Jackson Peter Tai was appointed on 1 September 2011
and is seeking re-election at the forthcoming Fortieth Annual General Meeting. Mr Tai will, upon re-election, continue to
serve as a member of the Board Audit Committee and Board Compensation and Industrial Relations Committee. Mr Tai
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 Mr Tai.
3. Ordinary Resolution No. 5, if passed, will facilitate the payment of Directors’ fees during the financial year in which the
fees are incurred, that is, during Financial Year 2012-13. Directors’ fees are computed based on the anticipated number
of Board and Committee meetings for Financial Year 2012-13, assuming full attendance by all of the non-executive
Directors. 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. The amount also includes
transport and travel benefits to be provided to the non-executive Directors. 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 Goh Choon Phong, 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. 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
(“Shares”) pursuant to the SIA Performance Share Plan and the SIA Restricted Share Plan provided that the maximum
number of new 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 (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 Shares, which represents 0.75 per cent of the total number of issued
Shares (excluding treasury shares) as at 31 March 2012.