Singapore Airlines 2016 Annual Report Download - page 226

(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the “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) 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 Constitution 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.
8. 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.
9. 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
1 to the Letter to Shareholders dated 30 June 2016 (the “Letter”) with any party who is of the class of interested persons described in
Appendix 1 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;
(b) the approval given in paragraph (a) above (the “IPT Mandate”) shall, 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; and
Notice of Annual General Meeting
SINGAPORE AIRLINES LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 197200078R
Singapore Airlines224
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