Singapore Airlines 2015 Annual Report Download - page 218

Notice of Annual General Meeting
SINGAPORE AIRLINES LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 197200078R
(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, aer 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 the Directors of the Company be and are hereby authorised to:
(a) grant awards in accordance with the provisions of the SIA Performance Share Plan 2014 and/or the SIA Restricted Share
Plan 2014; and
(b) allot and issue from time to time such number of fully paid-up ordinary shares as may be required to be delivered pursuant
to the vesting of awards under the SIA Performance Share Plan 2014 and/or the SIA Restricted Share Plan 2014,
provided that:
(1) the aggregate number of (1) new ordinary shares allotted and issued and/or to be allotted and issued, (2) existing ordinary
shares (including ordinary shares held in treasury) delivered and/or to be delivered, and (3) ordinary shares released
and/or to be released in the form of cash in lieu of ordinary shares, pursuant to the SIA Performance Share Plan 2014
and the SIA Restricted Share Plan 2014, shall not exceed 5% of the total number of issued ordinary shares (excluding
treasury shares) from time to time;
(2) the aggregate number of ordinary shares under awards to be granted pursuant to the SIA Performance Share Plan 2014
and the SIA Restricted Share Plan 2014 respectively during the period (the “Relevant Year”) commencing from this Annual
General Meeting 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 0.5% of the
total number of issued ordinary shares (excluding treasury shares) from time to time (the “Yearly Limit”); and
(3) if the Yearly Limit is not fully utilised during the Relevant Year, any unutilised portion of the Yearly Limit may be used for
the grant of awards under the SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 in subsequent
years, for the duration of the SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 respectively.
6.3 That:
(a) approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of the Singapore
Exchange Securities Trading Limited, for the Company, its subsidiaries and associated companies that are “entities at
risk” (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of
interested person transactions described in Appendix 2 to the Letter to Shareholders dated 1 July 2015 (the “Letter”)
with any party who is of the class of interested persons described in Appendix 2 to the Letter, provided that such
transactions are made on normal commercial terms and in accordance with the review procedures for such interested
person transactions;
216 FINANCIAL