TIGER AIRWAYS HOLDINGS LIMITED (Company Registration No W) (Incorporated in Singapore)

Transcription

1 (Company Registration No W) (Incorporated in Singapore) Minutes of the Annual General Meeting of Tiger Airways Holdings Limited (the Company ) held at STI Auditorium, Capital Tower, Level 9, 168 Robinson Road, Singapore on Friday, 31 July 2015 at 10:00 a.m. PRESENT Directors: Mr Hsieh Fu Hua (Chairman) ) Mr Lee Lik Hsin ) Ms Chong Phit Lian ) Mr de Vaz Don Emmanuel Maurice Rosairo ) Mr Lang Tao Yih, Arthur ) Shareholdings as per Attendance List Mr Lee Chong Kwee ) Mr Ng Chin Hwee ) Mr Sirisena Mervyn s/o Piankara Mestrige ) Mr Yap Chee Keong ) Mr Yeap Beng Hock Gerard ) Shareholders : In Attendance: Ms Ho Zhuanglin Ms Lim Ka Bee Mr Ho Yuen Sang Ms Vanessa Lau Man Yee Mr David Liew Mr Mui Chee Wai Mr Teh Yik Chuan Mr Tommy Ng Mr Shekaran Krishnan Ms Daphne Ang As per Attendance List Joint Company Secretary Joint Company Secretary Chief Operating Officer Chief Financial Officer Director, Corporate Services Planning Director Sales and Marketing Director HR Director Ernst & Young LLP, External Auditors Ernst & Young LLP, External Auditors 1. CHAIRMAN Mr Hsieh Fu Hua, Chairman of the Board, chaired the annual general meeting (the Meeting ) of the Company. 2. QUORUM There being a quorum present, the Chairman called the Meeting to order at 10:00 a.m. 3. OPENING ADDRESS BY CHAIRMAN On behalf of the Board, the Chairman extended a warm welcome to all shareholders present at the Meeting. In the opening address, the Chairman reviewed the Company s performance in the past financial year The Chairman informed the Meeting that Tigerair would now devote its resources to revitalising its Singapore operations having consolidation of its operations. The Company would be exploring all opportunities for synergies in commercial, operational and other areas with Scoot and the SIA Group.

2 Page 2 4. PRESENTATION BY CHIEF EXECUTIVE OFFICER ( CEO ) Mr Lee Lik Hsin, Executive Director and CEO took the Meeting through a short presentation which covered the following areas: (i) (ii) (iii) (iv) a review of the group results for the financial year ended 31 March 2015 ( FY15 ) and key statistics of 1QFY16 financial and operating performance of the Group; a clean slate; a strong foundation; and future growth A copy of the CEO s presentation slides is annexed to these minutes as Appendix A. 5. NOTICE OF MEETING The notice dated 14 July 2015 convening the Meeting was agreed to be taken as read. 6. VOTING BY POLL The Chairman, pursuant to Article 82 of the Company s Articles of Association, demanded a poll on each of the resolutions to be tabled at the Meeting. He informed the Meeting that the polling would be conducted via electronic method and Aspire CS Pte Ltd was the appointed Scrutineer for the conduct of the poll. Boardroom Business Solutions Pte. Ltd., the appointed polling agent briefed shareholders present on the electronic poll voting procedure. 7. APPOINTMENT OF CHAIRMAN AS PROXY The Chairman informed all present at the Meeting that, in his capacity as Chairman of the Meeting, he had been appointed as a proxy by certain shareholders of the Company who had directed him to vote on their behalf. As such, he would be voting on the resolutions to be tabled in accordance with the instructions of such shareholders. 8. PROPOSER AND SECONDER FOR THE RESOLUTIONS The Chairman informed the Meeting that he, Chairman of the Meeting and a shareholder of the Company, proposed all eleven resolutions; and Mr Maurice De Vaz, an Independent Director and a shareholder of the Company seconded all resolutions being tabled for approval at the Meeting. ORDINARY BUSINESS: 9. TO RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS AND AUDITED ACCOUNTS FOR FY15 AND THE AUDITORS REPORT THEREON - RESOLUTION 1 The Chairman asked whether there were comments or questions from shareholders present on the accounts or Directors report. Questions were raised and answered by the Chairman, the CEO, a non-executive Director and the COO. There being no further questions, the Chairman put the following motion to vote: That the Directors Report and the Audited Accounts of the Company for the financial year ended 31 March 2015 together with the Auditor s Report thereon be received and adopted.

3 Page 3 The poll results on the Ordinary Resolution 1 tabled were as follows: Votes For 1,449,713, Votes Against 418, Total number of valid votes cast 1,450,131, The Chairman accordingly declared that Ordinary Resolution 1 was duly carried by a majority of 10. TO RE-ELECT MR YEAP BENG HOCK GERARD AS A DIRECTOR - RESOLUTION 2 The Meeting noted that Mr Maurice de Vaz, an Independent Director, would be retiring as a Director of the Company at the conclusion of the Meeting and would consequently cease to be a member of the Audit Committee, Executive Committee, Nominating Committee and Remuneration Committee. The Chairman, on behalf of the Board, put on record their appreciation of Mr Maurice de Vaz s invaluable contributions during his tenure as a Director of the Company. The Chairman informed the Meeting that Mr Gerard Yeap would upon re-election remain as a non-executive and non-independent Director of the Company and continue to serve as a member of the Risk Management Committee. That Mr Yeap Beng Hock Gerard be and is hereby re-elected as a Director of the Company. The poll results on the Ordinary Resolution 2 tabled were as follows: Votes For 1,445,477, Votes Against 3,793, Total number of valid votes cast 1,449,271, The Chairman accordingly declared that Ordinary Resolution 2 was duly carried by a majority of 11. TO RE-ELECT MR LEE CHONG KWEE AS A DIRECTOR - RESOLUTION 3 The Chairman informed the Meeting that Mr Lee Chong Kwee would upon re-election remain as a non-executive and non-independent Director of the Company and continue to serve as Chairman of the Risk Management Committee; and a member of the Audit Committee and Executive Committee. That Mr Lee Chong Kwee be and is hereby re-elected as a Director of the Company.

4 Page 4 The poll results on the Ordinary Resolution 3 tabled were as follows: Votes For 1,415,283, Votes Against 36,041, Total number of valid votes cast 1,451,324, The Chairman accordingly declared that Ordinary Resolution 3 was duly carried by a majority of 12. TO ELECT MR NG CHIN HWEE AS A DIRECTOR - RESOLUTION 4 The Chairman informed the Meeting that Mr Ng Chin Hwee would upon election remain as a non-executive and non-independent Director of the Company and continue to serve as a member of the Executive Committee, Nominating Committee and Remuneration Committee. That Mr Ng Chin Hwee be and is hereby elected as a Director of the Company. The poll results on the Ordinary Resolution 4 tabled were as follows: Votes For 1,445,872, Votes Against 5,293, Total number of valid votes cast 1,451,166, The Chairman accordingly declared that Ordinary Resolution 4 was duly carried by a majority of 13. TO ELECT MR SIRISENA MERVYN S/O PIANKARA MESTRIGE AS A DIRECTOR - RESOLUTION 5 The Chairman informed the Meeting that Mr Mervyn Sirisena would upon election remain as a non-executive and non-independent Director of the Company and continue to serve as a member of the Risk Management Committee. That Mr Sirisena Mervyn s/o Piankara Mestrige be and is hereby elected as a Director of the Company. The poll results on the Ordinary Resolution 5 tabled were as follows: Votes For 1,444,691, Votes Against 6,014, Total number of valid votes cast 1,450,706, The Chairman accordingly declared that Ordinary Resolution 5 was duly carried by a majority of

5 Page TO APPROVE PAYMENT OF DIRECTORS FEES OF UP TO $630, FOR THE FINANCIAL YEAR ENDING 31 MARCH 2016 ( FY2016 ) - RESOLUTION 6 The Meeting noted that the Directors of the Company had recommended the payment of up to $630,000 as Directors fees for FY2016. That the payment of Directors fees of up to $630,000 for the financial year ending 31 March 2016 be and is hereby approved. The poll results on the Ordinary Resolution 6 tabled were as follows: Votes For 1,441,488, Votes Against 6,615, Total number of valid votes cast 1,448,103, The Chairman accordingly declared that Ordinary Resolution 6 was duly carried by a majority of 15. TO RE-APPOINT MESSRS ERNST & YOUNG LLP AS AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION - RESOLUTION 7 The Meeting noted that Messrs Ernst & Young LLP had expressed their willingness to accept reappointment as Auditor of the Company. "That Messrs Ernst & Young LLP be re-appointed as Auditor of the Company until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration. The poll results on the Ordinary Resolution 7 tabled were as follows: Votes For 1,409,186, Votes Against 39,307, Total number of valid votes cast 1,448,494, The Chairman accordingly declared that Ordinary Resolution 7 was duly carried by a majority of SPECIAL BUSINESS: 16. AUTHORITY TO ISSUE SHARES - RESOLUTION 8 The Meeting noted that Resolution 8 was to authorise the Directors of the Company to issue new shares pursuant to the provisions of the Companies Act. The authority is subject to the condition that the aggregate number of shares to be issued shall not exceed 50% of the total issued shares in the Company as at the Meeting date, of which up to 5% may be issued other than on a pro-rata basis.

6 Page 6 That authority be and is hereby given to the Directors of the Company, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore ("Companies Act") to: (a) (i) issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and (b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that: I. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 50% of the total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (II) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 5% of the total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (II) below); II. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (I) above, the percentage of issued Shares (excluding treasury shares) shall be based on the total number of issued Shares (excluding treasury shares) at the time this Resolution is passed, after adjusting for: (a) (b) any 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 any subsequent bonus issue, consolidation or sub-division of Shares; III. IV. in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Listing Manual of the SGX-ST ("Listing Manual") for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Articles of Association for the time being of the Company; and (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.

7 Page 7 The poll results on the Ordinary Resolution 8 tabled were as follows: Votes For 1,442,425, Votes Against 6,107, Total number of valid votes cast 1,448,533, The Chairman accordingly declared that Ordinary Resolution 8 was duly carried by a majority of 17. AUTHORITY TO ISSUE SHARES UNDER THE PRE-IPO TIGER AVIATION SHARE OPTION SCHEME ( SCHEME ) - RESOLUTION 9 The Chairman put the following motion to vote: That the Directors be and are hereby authorised to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of options under the Scheme, such authority (unless revoked or varied by the Company in general meeting) to 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. The poll results on the Ordinary Resolution 9 tabled were as follows: Votes For 1,444,216, Votes Against 3,856, Total number of valid votes cast 1,448,073, The Chairman accordingly declared that Ordinary Resolution 9 was duly carried by a majority of 18. AUTHORITY TO GRANT AWARDS ( AWARDS ) AND ISSUE SHARES UNDER THE TIGER AIRWAYS LONG TERM INCENTIVE PLAN ( PLAN ) - RESOLUTION 10 The Chairman put the following motion to vote: That the Directors be and are hereby authorised to: (a) (b) (c) grant Awards in accordance with the provisions of the Plan; allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the vesting of Awards granted under the Plan; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) allot and issue fully paid-up Shares pursuant to the vesting of any Awards granted by the Directors in accordance with the Plan while this Resolution was in force, provided that the aggregate number of new Shares to be allotted and issued, when aggregated with the new Shares issued and/or issuable and the existing Shares delivered and/or deliverable in respect of all Awards granted under the Plan, and all Shares, options or awards granted

8 Page 8 under any other share scheme of the Company in force, shall not exceed 10% of the total number of issued Shares (excluding treasury shares) from time to time, such authority (unless revoked or varied by the Company in general meeting) to 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. The poll results on the Ordinary Resolution 10 tabled were as follows: Votes For 1,425,891, Votes Against 21,181, Total number of valid votes cast 1,447,073, The Chairman accordingly declared that Ordinary Resolution 10 was duly carried by a majority of 19. THE PROPOSED ADOPTION OF NEW IPT MANDATE - RESOLUTION 11 The Chairman informed the Meeting that Temasek and SIA, being the mandated interested persons, and their associates would abstain from voting on Resolution 11. Further, Ms Chong Phit Lian, Mr Lee Chong Kwee, Mr Ng Chin Hwee, Mr Mervyn Sirisena and Mr Gerard Yeap, who are not considered independent of the IPT mandate because they are employees and/or nominees of SIA, together with their associates would also abstain from voting their shares (if any). That: (a) (b) (c) approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual ( Chapter 9 ), for the Company, its subsidiaries and associated companies that are considered to be entities at risk under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions described in Appendix A to the Company s Letter to Shareholders dated 14 July 2015 (the Letter ), with any party who is of the class of interested persons described in Appendix A 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 (the New IPT Mandate ); the New 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 the Directors 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 may consider expedient or necessary or in the interests of the Company to give effect to the New IPT Mandate and/or this Resolution.

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10 (Company Registration No W) (Incorporated in Singapore) SUMMARY OF THE PROCEEDINGS AT THE QUESTION AND ANSWER SEGMENT OF THE ANNUAL GENERAL MEETING OF TIGER AIRWAYS HOLDINGS LIMITED (THE COMPANY ) HELD ON 31 JULY 2015 No. Questions/comments from shareholders Response from the Board and/or Management 1. A shareholder present asked the following: (i) He referred to the Company s policy of hedging its fuel up to 15 months forward. There was an unrealised hedging loss of S$31 million as at 31 March In the event that fuel prices remain constant for the foreseeable future, he asked whether shareholders could assume that there would be no significant hedging gains or losses for the current financial year The CEO, Mr Lee Lik Hsin, responded that the Company would continue to register hedging losses in the current financial year. When fuel prices started falling in late 2014, the Company had already hedged into the current financial year due to its policy of hedging 15 months forward. Some of the hedged fuel prices would continue to mature during the course of Accordingly, there would be hedging losses registered in the current financial year. (ii) In view of the changes in fuel prices, the shareholder enquired - whether the Company would continue to hedge forward by 15 months; and - the amount of fuel hedged for the next 15 months. The CEO responded that there was no intention to shorten its current 15-month hedging horizon. The hedging policy was implemented to manage fluctuations in fuel prices and the Company did not adopt a speculative position. Regardless of movements in fuel prices, it was important that the Company adopt a consistent hedging policy. No changes would be made in this regard. Based on the Company s 1QFY16 results announcement, the Company had hedged approximately 40% of its projected fuel requirements for the next 15 months. 2. A shareholder present commented and asked as follows: (i) He requested that Board members provide an assessment of Tigerair vis-à-vis its competitors. The CEO assured shareholders that Management frequently travelled on Tigerair as well as other budget carriers. Management was aware of and constantly reviewing the differences in product offerings between Tigerair and its competitors.

11 No. Questions/comments from shareholders Response from the Board and/or Management He enquired whether the Directors were aware of the differentiating factors between Tigerair and other budget carriers. Management periodically made changes to Tigerair s products and services to ensure that Tigerair s product positioning and offerings were competitive in the market. (ii) He suggested that the Directors personally attempt to utilise Tigerair s online booking system in order to fully understand customers difficulties and improve the system. (iii) The shareholder commented that Chinese budget carriers, such as Spring Airlines, were very good and priced very competitively. (iv) He commented that the Singapore Airlines Group ( SIA ) should be providing stronger support to Tigerair. He enquired on the amount of savings and/or costs incurred from the Company s collaboration with SIA and Scoot. Non-executive Director, Ms Chong Phit Lian, shared that she frequently booked her flights online. The COO shared that different airlines have different business model. In particular, one Chinese budget carrier was owned by one of China s largest travel agencies and catered mostly to its own tour groups and had its own unique passenger mix. Pricing was also tied to other products, such as hotel reservations, and was therefore very competitive. The COO assured shareholders that Management was constantly exploring ways for improvement. The CEO advised that Tigerair s partnership in the KrisFlyer programme was forecast to generate over a million dollars in revenue per year. The Company had been in the programme for 3 months. The benefits of the collaboration with SIA and Scoot were estimated to be even greater in terms of cost savings. The Chairman, Mr Hsieh Fu Hua, commented that he was kept apprised of all correspondences on feedback and Board members gave their feedback regularly. Friends and family also provided an important source of unbiased feedback for consideration.

12 No. Questions/comments from shareholders Response from the Board and/or Management 3. A shareholder thanked the CEO for the presentation of the Company s financials and commented as follows: (i) He expressed concern that the Company s future focus was on the core operations in Singapore and its collaboration with SIA and Scoot. The Company had also yet to declare any dividend payment. The CEO responded that the decision to focus on core operations in Singapore was the result of the Company s experience with overseas joint ventures in a very saturated industry, which produced undesirable results in recent years. The Company remained receptive to expanding beyond Singapore but would adopt a cautious approach. The Company s current focus was to stem its losses and achieve a turnaround in performance. (ii) He shared his experience of instances where Tigerair s online prices were higher than its competitors. He also suggested that the Company look into service details that would make Tigerair s flights more attractive The CEO responded that pricing was generally a function of demand and supply. As a budget carrier, Tigerair s pricing had to satisfy certain market segments while remaining profitable. Pricing was dynamic and responded to market changes. In instances where Tigerair s prices were higher than other carriers, it likely reflected the popularity of the flight(s) in question. Management had noted shareholders suggestions to improve flight services. The Chairman added that many of the Company s shareholders were also Tigerair s customers. He encouraged shareholders to provide feedback on their customer experience through the Company s customer feedback channels. The Annual General Meeting ( AGM ) is a forum for shareholders where the focus was on the financial performance of the Company and addressing their queries thereon.