Singapore Airlines 2016 Annual Report Download - page 229

Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a), 3(b) and 3(c), Mr Gautam Banerjee will, upon re-election, continue to serve as Chairman of the Board Audit Committee
and a member of the Board Executive Committee and the Board Compensation and Industrial Relations Committee. Mr Goh Choon Phong will, upon re-election,
continue to serve as a member of the Board Executive Committee. Mr Hsieh Tsun-yan will, upon re-election, continue to serve as a member of the Board Audit
Committee and the Board Compensation and Industrial Relations Committee. Mr Banerjee and Mr Hsieh are considered independent Directors. Mr Goh is considered
a non-independent Director. Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report for further details on Mr Banerjee,
Mr Goh and Mr Hsieh, respectively.
2. In relation to Ordinary Resolution No. 4, Article 89 of the Company’s Constitution 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 oice only until the next
following Annual General Meeting, and shall then be eligible for re-election. Mr Peter Seah Lim Huat was appointed on 1 September 2015 and is seeking re-election
at the forthcoming Forty-Fourth Annual General Meeting. Mr Seah will, upon re-election, continue to serve as a member of the Board Executive Committee and the
Board Compensation and Industrial Relations Committee. Mr Seah 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 Seah.
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 FY2016/17.
Directors’ fees are computed based on the anticipated number of Board and Committee meetings for FY2016/17, 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.
4. Ordinary Resolution No. 7, 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)
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 the Singapore Exchange Securities Trading Limited (the “SGX-ST”). 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) 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. 8, 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 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. 8 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. 9, 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 SGX-ST) or any of them, to enter into certain interested person transactions with certain classes of interested
persons as described in Appendix 1 to the Letter to Shareholders dated 30 June 2016 (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.
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