Singapore Airlines 2015 Annual Report Download - page 221

Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a), 3(b) and 3(c), Mrs Christina Ong will, upon re-election, continue to serve as a member of the Board
Safety and Risk Committee and the Board Nominating 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. Mr Lucien
Wong Yuen Kuai will, upon re-election, continue to serve as a member of the Board Executive Committee, the Board Safety and Risk Committee
and the Board Nominating Committee. Mrs Ong and Dr Panke are considered independent Directors. Mr Wong is considered a non-executive
non-independent Director. Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report for further details
on Mrs Ong, Dr Panke and Mr Wong, respectively.
2. Ordinary Resolution No. 4, if passed, will facilitate the payment of Directors’ fees during the financial year in which the fees are incurred, that is,
during FY2015/16. Directors’ fees are computed based on the anticipated number of Board and Committee meetings for FY2015/16, assuming full
attendance by all of the non-executive Directors. The amount also caters for any fee increases and 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 insuicient,
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 Oicer, does not receive any Director’s fees.
3. Ordinary Resolution No. 5, if passed, will eect the appointment of KPMG LLP as the Auditor of the Company in place of the retiring Auditor, Ernst
& Young LLP, and will authorise the Directors to fix their remuneration. Please refer to the Letter to Shareholders dated 1 July 2015 (the “Letter”)
for more details.
4. Ordinary Resolution No. 6.1, if passed, will empower the 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% of the issued
shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 5% for issues other than on a pro rata basis. The 5% sub-limit
for non-pro rata issues is lower than the 20% 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, aer 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. 6.2, if passed, will empower the Directors to grant awards pursuant to the SIA Performance Share Plan 2014 and the SIA
Restricted Share Plan 2014, and to allot and issue ordinary shares in the capital of the Company pursuant to the SIA Performance Share Plan
2014 and the SIA Restricted Share Plan 2014. The SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 were adopted at the
Extraordinary General Meeting of the Company held on 30 July 2014. The total number of ordinary shares which may be delivered pursuant to
awards granted under the SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 (whether in the form of ordinary shares or in
the form of cash in lieu of ordinary shares) shall not exceed 5% of the total number of issued ordinary shares (excluding ordinary shares held by
the Company as treasury shares) from time to time. In addition, Ordinary Resolution No. 6.2 will also provide that the total number of ordinary
shares under awards to be granted pursuant to the SIA Performance Share Plan 2014 and the SIA Restricted Share Plan 2014 from this Annual
General Meeting to the next Annual General Meeting (the “Relevant Year”) shall not exceed 0.5% of the total number of issued ordinary shares
(excluding treasury shares) from time to time (the “Yearly Limit”), provided that if the Yearly Limit is not fully utilised during the Relevant Year,
any unutilised portion of the Yearly Limit may be used by the Directors to make grants 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. Ordinary Resolution No. 6.3, if passed, will renew the mandate to allow the Company, its subsidiaries and associated companies that are entities
at risk (as that term is used in Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited), or any of them, to enter into
certain interested person transactions with certain classes of interested persons as described in Appendix 2 to the Letter. The authority will, unless
revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company.
Please refer to the Letter for more details.
7. Ordinary Resolution No. 6.4, if passed, will renew the mandate to allow the Company to purchase or otherwise acquire its issued ordinary shares,
on the terms and subject to the conditions set out in the Resolution.
The Company may use internal or external sources of funds to finance the purchase or acquisition of its ordinary shares. The amount of financing
required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained
as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired and the price at which such ordinary
shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled.
The financial eects of the purchase or acquisition of such ordinary shares by the Company pursuant to the proposed Share Buy Back Mandate
on the audited financial statements of the Company and the Company and its subsidiaries for the financial year ended 31 March 2015, based on
certain assumptions, are set out in paragraph 4.7 of the Letter.
Please refer to the Letter for more details.
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