Singapore Airlines 2016 Annual Report Download - page 227

(c) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the
Company to give eect to the IPT Mandate and/or this Resolution.
10. That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), the exercise by the Directors
of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company (“Shares”)
not exceeding in aggregate the Maximum Limit (as hereaer defined), at such price or prices as may be determined by the Directors of the
Company from time to time up to the Maximum Price (as hereaer defined), whether by way of:
(i) market purchase(s) on the Singapore Exchange Securities Trading Limited (the “SGX-ST”); and/or
(ii) o-market purchase(s) (if eected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined
or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is
hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share
Buy Back Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from
the date of the passing of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Company is held;
(ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and
(iii) the date on which purchases and acquisitions of Shares pursuant to the Share Buy Back Mandate are carried out to the full extent mandated;
(c) in this Resolution:
“Average Closing Price” means the average of the last dealt prices of a Share for the five consecutive trading days on which the Shares
are transacted on the SGX-ST immediately preceding the date of market purchase by the Company or, as the case may be, the date of the
making of the oer pursuant to the o-market purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for
any corporate action which occurs aer the relevant five-day period;
“date of the making of the oer” means the date on which the Company announces its intention to make an oer for the purchase or
acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated
on the foregoing basis) for each Share and the relevant terms of the equal access scheme for eecting the o-market purchase;
“Maximum Limit” means that number of issued Shares representing 5% of the total number of issued Shares as at the date of the passing
of this Resolution (excluding any Shares which are held as treasury shares as at that date); and
“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable
goods and services tax and other related expenses) which shall not exceed, whether pursuant to a market purchase or an o-market purchase,
105% of the Average Closing Price of the Shares; and
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company
to give eect to the transactions contemplated and/or authorised by this Resolution.
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