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Circular to Shareholders in Relation To

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Circular to Shareholders in Relation To CIRCULAR DATED 25 JUNE 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your shares in the capital of SIA Engineering Company Limited (the “Company’’), you should hand this Circular, the Notice of Extraordinary General Meeting and the Proxy Form to the purchaser or to the stockbroker or to the bank or to the agent through whom you effected the sale for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited (“SGX-ST”) has granted in-principle approval for the listing and quotation of new ordinary shares in the capital of the Company (“Shares”) to be issued pursuant to the proposed SIAEC Performance Share Plan 2014 (“SIAEC PSP 2014”) and the proposed SIAEC Restricted Share Plan 2014 (“SIAEC RSP 2014”), subject to separate independent shareholders’ approval being obtained for the proposed adoption of the SIAEC PSP 2014 and the SIAEC RSP 2014 and the Company’s compliance with the SGX-ST’s listing requirements and guidelines. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the SIAEC PSP 2014, the SIAEC RSP 2014, the new Shares, the Company and/or its subsidiaries. The SGX-ST assumes no responsibility for the accuracy of any of the statements made or opinions expressed in this Circular. SIA ENGINEERING COMPANY LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 198201025C CIRCULAR TO SHAREHOLDERS IN RELATION TO (1) the proposed adoption of the SIAEC Performance Share Plan 2014; (2) the proposed adoption of the SIAEC Restricted Share Plan 2014; and (3) the proposed adoption of the Share Buy Back Mandate. IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 19 July 2014 at 2.45 p.m. Date and time of Extraordinary General Meeting : 21 July 2014 at 2.45 p.m. (or as soon thereafter following the conclusion or adjournment of the Thirty-Second Annual General Meeting of the Company to be held at 2.30 p.m. on the same day and at the same place) Place of Extraordinary General Meeting : Marina Mandarin Ballroom Level 1, Marina Mandarin Singapore 6 Raffles Boulevard Marina Square Singapore 039594 CONTENTS Page DEFINITIONS 3 LETTER TO SHAREHOLDERS 5 1. Introduction 5 2. The Proposed New Share Plans 6 3. The Proposed Adoption of the Share Buy Back Mandate 22 4. Directors’ and Substantial Shareholders’ Interests 31 5. Directors’ Recommendations 32 6. Extraordinary General Meeting 32 7. Action to be Taken by Shareholders 32 8. Inspection of Documents 33 9. Responsibility Statement 33 NOTICE OF EXTRAORDINARY GENERAL MEETING 34 PROXY FORM 2 SIA ENGINEERING COMPANY DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: “Articles” : The Articles of Association of the Company. “Award” : A contingent award of Shares granted under the SIAEC PSP and/or the SIAEC RSP. “CDP” : The Central Depository (Pte) Limited. “Companies Act” : The Companies Act, Chapter 50 of Singapore. “Directors” : The Directors of the Company for the time being. “EGM” : The extraordinary general meeting of the Company, notice of which is given on pages 34 to 38 of this Circular. “EPS” : Earnings per Share. “FY” : Financial year ended or ending on 31 March of the relevant year. “Latest Practicable Date” : 30 May 2014, being the latest practicable date prior to the printing of this Circular. “Listing Manual” : The Listing Manual of the SGX-ST, including any amendments made thereto up to the Latest Practicable Date. “Market Day” : A day on which the SGX-ST is open for trading in securities. “NTA” : Net tangible assets. “ROE” : Return on equity. “SGX-ST” : Singapore Exchange Securities Trading Limited. “Share Options” : Options to acquire Shares pursuant to the SIAEC ESOP. “Shareholders” : Registered holders of Shares, except that where the registered holder is CDP, the term “Shareholders’’ shall, where the context admits, mean the Depositors whose securities accounts are credited with Shares and excluding, for the avoidance of doubt, persons whose interests in Shares are held through securities sub-accounts maintained with a Depository Agent. “Shares” : Ordinary shares in the capital of the Company. “SIA” : Singapore Airlines Limited. “SIAEC” or the “Company” : SIA Engineering Company Limited. “SIAEC ESOP” : The SIAEC Employee Share Option Plan, as modified or altered from time to time. “SIAEC Group” or the “Group” : SIAEC and its subsidiaries. SIA ENGINEERING COMPANY 3 DEFINITIONS “SIAEC PSP” : The SIAEC Performance Share Plan, as modified or altered from time to time. “SIAEC PSP 2014” : The proposed SIAEC Performance Share Plan 2014. “SIAEC RSP” : The SIAEC Restricted Share Plan, as modified or altered from time to time. “SIAEC RSP 2014” : The proposed SIAEC Restricted Share Plan 2014. “Take-over Code” : The Singapore Code on Take-overs and Mergers. “Temasek” : Temasek Holdings (Private) Limited. “S$”, “$” and “cents” : Singapore dollars and cents, respectively. “%” or “per cent.” : Per centum or percentage. The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re- enacted. Any word defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof and/or the respective percentages are due to rounding. 4 SIA ENGINEERING COMPANY LETTER TO SHAREHOLDERS SIA ENGINEERING COMPANY LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 198201025C Board of Directors: Registered Office: Stephen Lee Ching Yen (Chairman) 31 Airline Road Goh Choon Phong (Non-Independent Director) Singapore 819831 Ron Foo Siang Guan (Independent Director) Oo Soon Hee (Independent Director) Ng Chin Hwee (Non-Independent Director) William Tan Seng Koon (President & Chief Executive Officer) Manohar Khiatani (Independent Director) Chew Teck Soon (Independent Director) Christina Hon Kwee Fong (Christina Ong) (Independent Director) Tong Chong Heong (Independent Director) To: The Shareholders of SIA Engineering Company Limited 25 June 2014 Dear Sir/Madam 1. INTRODUCTION 1.1 EGM. The Directors are convening the EGM to be held on 21 July 2014 to seek Shareholders’ approval for the following proposals: (a) the proposed adoption of the SIAEC PSP 2014; (b) the proposed adoption of the SIAEC RSP 2014; and (c) the proposed adoption of the Share Buy Back Mandate (as defined in paragraph 3.1 below), (together, the “Proposals”). 1.2 Circular. The purpose of this Circular is to provide Shareholders with information relating to the Proposals to be tabled at the EGM. 1.3 Listing of New Shares. The SGX-ST has granted in-principle approval for the listing and quotation of the new Shares to be issued pursuant to the proposed SIAEC PSP 2014 and the proposed SIAEC RSP 2014, subject to separate independent Shareholders’ approval being obtained for the proposed adoption of the SIAEC PSP 2014 and the SIAEC RSP 2014 and the Company’s compliance with the SGX-ST’s listing requirements and guidelines. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the SIAEC PSP 2014, the SIAEC RSP 2014, the new Shares, the Company and/or its subsidiaries. SIA ENGINEERING COMPANY 5 LETTER TO SHAREHOLDERS 2. THE PROPOSED NEW SHARE PLANS 2.1 Existing and Previous Share Plans. The Company currently has in place the SIAEC PSP and the SIAEC RSP (together, the “Existing Share Plans”). The Existing Share Plans were adopted at an extraordinary general meeting of the Company held on 25 July 2005. The duration of the Existing Share Plans is 10 years commencing on the date of adoption, that is, 10 years commencing on 25 July 2005. The Existing Share Plans are accordingly due to expire on 24 July 2015. The Company proposes to adopt the new SIAEC PSP 2014 and SIAEC RSP 2014 (together, the “New Share Plans”) to replace the existing SIAEC PSP and SIAEC RSP respectively. Details of the New Share Plans are set out in paragraphs 2.4 to 2.9 below. The Existing Share Plans will terminate following the adoption of the New Share Plans by Shareholders at the EGM. The Company previously also had in place the SIAEC ESOP, which was adopted at an extraordinary general meeting of the Company held on 24 March 2000 and modified at the extraordinary general meetings of the Company held on 7 July 2001, 12 July 2003 and 26 July 2004. The last grant of options made under the SIAEC ESOP was on 1 July 2008 and these options are exercisable up to 30 June 2018. No further options will
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