Singapore Airlines : AGM Minutes (27 August 2021)

AGM 49

29 July 2021

Page 1 of 11

SINGAPORE AIRLINES LIMITED

MINUTES OF THE FORTY-NINTH ANNUAL GENERAL MEETING

HELD BY ELECTRONIC MEANS ON

THURSDAY, 29 JULY 2021 AT 1530 HOURS

All the Board Directors of Singapore Airlines Limited ("SIA" or the "Company") were present.

PRESENT:
In person:	Mr Peter Seah	Chairman
	Mr Goh Choon Phong	Chief Executive Officer / Director
	Mr Gautam Banerjee	Director
	Mr Simon Cheong	Director
Via "live" audio	Mr Dominic Ho	Director
conference:
	Mr Hsieh Tsun-yan	Director
	Mr David Gledhill	Director
	Mr Lee Kim Shin	Director
	Ms Goh Swee Chen	Director
	Ms Jeanette Wong	Director
Via "live" webcast or	Shareholders as set out in the attendance records maintained by the Company
audio conference:
IN ATTENDANCE:
In person:	Mr Tan Kai Ping	EVP Finance & Strategy
	Mr Brenton Wu	Company Secretary
Via "live" audio	Mr Mak Swee Wah	EVP Operations
conference:
	Mr Lee Lik Hsin	EVP Commercial
BY INVITATION:
Via "live" webcast:	Representatives from KPMG LLP, the Company's auditors
	Senior Management of the Company

AGM 49

29 July 2021

Page 2 of 11

1 WELCOME ADDRESS

1. A quorum being present, the Chairman called the Annual General Meeting ("AGM") of the Company to order at 3:30 p.m.
2. The AGM was convened by way of a "live" audio-visual webcast and a "live" audio conference in accordance with applicable law. Chairman expressed regret that because of the COVID-19 situation in Singapore, Shareholders were not able to attend the AGM in person.
3. Chairman introduced his fellow Directors and the Senior Management of the Company who were in attendance, as well as the Company Secretary. All Board Directors were present at the AGM in person or via a "live" audio conference.
4. Chairman informed Shareholders that the Company's responses to the substantial and relevant questions on the proposed AGM resolutions had been published on SGXNet and the
   Company's website prior to the AGM.
5. Chairman further informed that Shareholders who were accessing the AGM proceedings via "live" webcast could type in and submit substantial and relevant questions related to the proposed AGM resolutions using the webcast platform. These questions would be addressed during the "live" Question and Answer session after CEO's presentation. Questions for which responses had been addressed prior to the AGM would not be addressed again. Where substantially similar questions were received, the Company would consolidate such questions.
6. Chairman then invited CEO to make his presentation.

2 CEO'S PRESENTATION

1. CEO outlined his presentation in three parts, namely (1) what the SIA Group had been doing pre-COVID to invest for growth, (2) its handling of the pandemic, and (3) its progress towards emerging stronger and fitter.
2. Before the pandemic, the SIA Group was already investing to grow its network, product, service and digital leadership. The SIA Group sought to build on its extensive global network bolstered by airline partnerships, its new generation and fuel-efficient aircraft fleet with premium cabin products, as well as its world-class service to enable personalized service excellence.
3. As part of its Transformation programme, which began before COVID-19, the Company had established a very strong foundation in digital technology. This included cultivating a digital culture, building digital capabilities, revamping technical infrastructure and collaborating with external communities such as start-ups and research institutions.
4. The SIA Group had also continued to look at generating new revenue streams that leverage on its brand, data and competencies. This included setting up Airbus and Boeing pilot training centres and revamping KrisShop to give it a stronger e-commerce presence. These various initiatives and the comprehensive Transformation programme had delivered a very significant improvement in SIA's performance pre-COVID. In Q3 FY2019/20 (from October to December 2019), which was the last quarter before COVID-19 struck, the Company had achieved record passenger carriage, record revenue, and one of the highest quarterly operating profit in its over 70 years of history.
5. Beyond delivering financial results, the SIA Group had contributed towards Singapore's aviation ecosystem. Singapore's aviation sector is a key contributor to its economy. The aviation industry supported 11.8% of Singapore's GDP and about 375,000 jobs in Singapore. The aviation sector also has a much broader implication on the Singapore economy as the SIA

AGM 49

29 July 2021

Page 3 of 11

Group of airlines provides connectivity, both in terms of goods and people, with many countries with which Singapore has a strong relationship. In addition, such connectivity contributed towards many foreign businesses' decisions to establish a presence in Singapore.

1. After the pandemic struck, the Company sought to raise liquidity for a longer period so that it could focus on managing the crisis at hand and to prepare for its eventual emergence from the crisis in a stronger state. In this regard, CEO thanked Shareholders for their strong support for
   SIA's rights issue, which had raised $15 billion of liquidity. With the strong Shareholders' support, SIA was able to raise funds through other means as well, such as through sale and leaseback of aircraft, secured aircraft financing, and issuance of bonds and notes.
2. Besides raising liquidity, the Company had reduced its expenditure and cash outflow. In particular, the Company had successfully reached agreements with aircraft manufacturers to defer more than $4 billion of capital expenditure from the next three years (FY2020/21 - FY2022/23). The Company had also reached out proactively to other suppliers to reduce its cost of operations. In addition, it made the painful decision to remove more than 4,000 staff positions, as a last resort.
3. CEO acknowledged the health and safety concerns of passengers during this COVID-19 period. Because of its investment in digital capabilities before the pandemic, SIA was able to review over a hundred customer touchpoints to deliver a safe and seamless customer journey. As a result, SIA and Scoot were awarded the highest "Diamond" rating in a global health and safety audit by the non-profit Airline Passenger Experience Association. This industry association had classified SIA's and Scoot's health safety measures to be of hospital grade.
4. During the current crisis period, SIA continued to look at ways to grow its network to provide connectivity for Singapore and its customers in a safe and calibrated manner. The Company had also stepped up its cargo operations to tap on strong demand, being among the first to operate cargo-only passenger flights and to provide cold chain services for vaccine carriage.
5. At the same time, the Company had grown its new businesses to diversify revenue streams and to increase customer mindshare. The KrisFlyer membership base had grown in FY2020/21 despite the low flying activity. The KrisShop business had pivoted towards e-commerce in order to cushion the loss of travel retail. SIA had also established the Singapore Airlines Academy to provide training for workers in other industries. This was warmly received by other companies and the public.
6. With little flying activity, SIA organized various activities to engage and remain relevant with its customers, communities and staff. These activities included the "Discover Your Singapore Airlines" experience, which comprised dining inside A380 aircraft, visits to the SIA Training Centre and home-delivery of SIA meals. These initiatives were met with overwhelming response from the public. CEO thanked Shareholders and the public for their support.
7. CEO expressed SIA's strong commitment in contributing to the community despite this difficult time for the Company. In this regard, about 2,100 staff had taken up the challenge to be ambassadors in various forms, including as Care Ambassadors in hospitals around Singapore, to help in the fight against COVID-19 alongside other frontline workers. These efforts have been recognized by Singapore residents. Based on data from 1 June 2020 to 31 May 2021 (which falls completely within the current crisis period), a British-based independent research firm
   "YouGov" ranked SIA as the top brand that people in Singapore would recommend to their friends and colleagues.
8. All of SIA's initiatives thus far have been part of its efforts to emerge stronger and fitter from the crisis. As SIA embarks on its new Transformation chapter, it has started tracking its progress against indicators covering various aspects of its operations. The SIA Group had also completed the streamlining of its portfolio of airlines, almost finishing the integration of SilkAir into SIA and having completed the integration of Tiger Airways and Scoot, even before the

AGM 49

29 July 2021

Page 4 of 11

pandemic. This would provide more product and service consistency, allowing greater commercial and operational synergies, as well as economies of scale.

1. Despite the pandemic, SIA had taken steps to accelerate its environmental sustainability journey. This included SIA's announcement of its commitment towards net-zero carbon emissions by 2050 and the launch of its voluntary carbon offset scheme. SIA had also completed installation of solar panels on all its office buildings in December 2020. In addition, SIA had implemented paper-based containers for short haul economy class meals. These containers could be converted into energy pellets through eco-digestors. They also help to reduce weight on board the aircraft, which in turn reduces fuel consumption and carbon emissions.
2. CEO closed his presentation by highlighting that during the pandemic, SIA would continue to build on its strengths before COVID-19, namely its finances, brand and digital capabilities, as well as its skilled and talented workforce. Despite the pandemic, SIA had also launched the new chapter of its Transformation programme. With all of these efforts CEO expressed confidence that the SIA Group would emerge stronger and be a leader in the New World order.

3 QUESTION AND ANSWER SESSION

1. Chairman thanked CEO for his presentation and addressed the questions which Shareholders had submitted "live" during the AGM.
2. A Shareholder requested that the responses to Shareholders' questions be published prior to the deadline for voting on the resolutions. Chairman responded that the Company would endeavour to do so, where possible.
3. A Shareholder asked whether SIA Engineering Company Limited was still a good fit for the SIA Group, and if not, whether it would be divested. Chairman replied that SIA Engineering Company Limited continued to play an important role in maintaining the SIA Group aircraft fleet. Accordingly, there were no plans to divest it from the Group at the moment.
4. A Shareholder asked whether Shareholders could receive a printed copy of the Annual Report. Chairman responded that this could be provided upon request.

4 NOTICE OF MEETING

1. The Notice of AGM was taken as read.
2. Chairman informed the Shareholders that the voting of all resolutions for the AGM would be done solely by means of a poll, with Chairman having been appointed as proxy by all Shareholders who had submitted valid proxy forms at least 72 hours before the start of the AGM. The proxies lodged had been checked by the Company's share registrar, M & C Services
   Private Limited, and the independent scrutineer, Tricor Singapore Pte. Ltd.

5 RESOLUTION 1: TO RECEIVE AND ADOPT THE DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 AND THE AUDITORS' REPORT THEREON

1. Resolution 1 sought Shareholders' approval to receive and adopt the Directors' Statement and
   Audited Financial Statements for the financial year ended 31 March 2021 and the Auditors' Report thereon.
2. The results of the poll vote were as follows:

AGM 49

29 July 2021

Page 5 of 11

Resolution Number

For

Against

and Description

Number of

%

Number of

%

Shares

Shares

Resolution 1

Adoption of Directors'

Statement, Audited Financial

Statements and Auditors'

1,926,305,169

99.95

942,097

0.05

Report for the year ended 31

March 2021

5.3 The Resolution was declared carried.

6 RESOLUTION 2 (a): TO RE-ELECT MR GAUTAM BANERJEE, A DIRECTOR WHO IS RETIRING BY ROTATION IN ACCORDANCE WITH ARTICLE 91 OF

THE COMPANY'S CONSTITUTION

1. Chairman informed Shareholders that Mr Gautam Banerjee would be retiring by rotation under Article 91. Mr Banerjee had indicated his willingness to be re-elected as a Director of the Company. Upon re-election, Mr Banerjee would continue to serve as the Chairman of the Board Audit Committee and as a member of the Board Executive Committee.
2. The results of the poll vote were as follows:

Resolution Number

For

Against

and Description

Number of

%

Number of

%

Shares

Shares

Resolution 2 (a)

Re-election of Mr Gautam

1,911,934,539

99.19

15,650,545

0.81

Banerjee in accordance with

Article 91

6.3 The Resolution was declared carried.