REPL::Annual Reports and Related Documents::

SINGAPORE AIRLINES LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 197200078R

LETTER TO SHAREHOLDERS

Board of Directors:	Registered Office:
Peter Seah Lim Huat (Chairman)	Airline House
Goh Choon Phong (Chief Executive Officer)	25 Airline Road
Gautam Banerjee (Independent Director)	Singapore 819829
Simon Cheong Sae Peng (Independent Director)
David John Gledhill (Independent Director)
Goh Swee Chen (Independent Director)
Dominic Ho Chiu Fai (Independent Director)
Hsieh Tsun-yan (Independent Director)
Lee Kim Shin (Independent Director)
Jeanette Wong Kai Yuan (Independent Director)
To:	The Shareholders of
	Singapore Airlines Limited	1 July 2021
Dear Sir/Madam
1.	INTRODUCTION

1. Notice of AGM. We refer to:
2. 1. the Notice of Annual General Meeting of Singapore Airlines Limited (the "Company") dated 1 July 2021 (the "Notice"), convening the Forty-Ninth Annual General Meeting of the Company to be held on 29 July 2021 (the "2021 AGM");
   2. Ordinary Resolution No. 8 relating to the proposed renewal of the IPT Mandate (as defined in paragraph 2.1 below, as proposed in the Notice); and
   3. Ordinary Resolution No. 9 relating to the proposed renewal of the Share Buy Back Mandate (as defined in paragraph 3.1 below, as proposed in the Notice).
3. Letter to Shareholders. The purpose of this Letter is to provide shareholders of the Company ("Shareholders") with information relating to Ordinary Resolution Nos. 8 and 9, as proposed in the Notice (collectively, the "Proposals").
4. SGX-ST. The Singapore Exchange Securities Trading Limited (the "SGX-ST") takes no responsibility for the accuracy of any statements or opinions made or reports contained in this Letter.
5. Legal Adviser. Allen & Gledhill LLP is the legal adviser to the Company in relation to the proposed renewal of the Share Buy Back Mandate.

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1.5 Advice to Shareholders. If a Shareholder is in any doubt as to the course of action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

2. THE PROPOSED RENEWAL OF THE MANDATE FOR INTERESTED PERSON TRANSACTIONS

1. Background. At the Annual General Meeting of the Company held on 27 July 2020 (the "2020 AGM"), Shareholders approved, inter alia, the renewal of a mandate (the "IPT Mandate") to enable the Company, its subsidiaries and associated companies which are considered to be "entities at risk" (as that term is defined in Chapter 9 of the Listing Manual of the SGX-ST (the "Listing Manual")) to enter into certain interested person transactions with the classes of interested persons (the "Interested Persons") as set out in the IPT Mandate.
   Particulars of the IPT Mandate were set out in the Appendix to the Company's Letter to Shareholders dated 3 July 2020 (the "2020 Letter") and Ordinary Resolution No. 7 as set out in the Notice of the 2020 AGM. The IPT Mandate was expressed to take effect until the conclusion of the next Annual General Meeting of the Company, being the 2021 AGM which is scheduled to be held on 29 July 2021.
2. Renewal of the IPT Mandate. The Directors propose that the IPT Mandate be renewed at the 2021 AGM to take effect until the Fiftieth Annual General Meeting of the Company. There is no change to the scope and terms of the IPT Mandate which is proposed to be renewed.
3. The Appendix. Details of the IPT Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transaction prices with the Interested Persons and other general information relating to Chapter 9 of the Listing Manual, are set out in the Appendix to this Letter.
4. Audit Committee Statement. The Audit Committee of the Company, comprising Gautam Banerjee, Goh Swee Chen, Dominic Ho Chiu Fai, Hsieh Tsun-yan and Jeanette Wong Kai Yuan, confirms that:
5. 1. the methods or procedures for determining the transaction prices under the IPT Mandate have not changed since the 2020 AGM; and
   2. the methods or procedures referred to in sub-paragraph (a) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

3. THE PROPOSED RENEWAL OF THE SHARE BUY BACK MANDATE

3.1 Background. At the 2020 AGM, Shareholders approved, inter alia, the renewal of a mandate (the "Share Buy Back Mandate") to enable the Company to purchase or otherwise acquire issued ordinary shares of the Company ("Shares").

The rationale for, the authority and limitations on, and the financial effects of, the Share Buy Back Mandate were set out in the 2020 Letter and Ordinary Resolution No. 8 as set out in the Notice of the 2020 AGM.

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The Share Buy Back Mandate was expressed to take effect on the date of the passing of Ordinary Resolution No. 8 at the 2020 AGM and will expire on the date of the forthcoming 2021 AGM which is scheduled to be held on 29 July 2021. Accordingly, the Directors propose that the Share Buy Back Mandate be renewed at the 2021 AGM.

As at 3 June 2021 (the "Latest Practicable Date"), the Company had not purchased or acquired any Shares pursuant to the Share Buy Back Mandate approved by Shareholders at the 2020 AGM.

3.2 Authority and Limits on the Share Buy Back Mandate. The authority and limitations placed on the purchases or acquisitions of Shares by the Company (the "Share Buy Backs") pursuant to the Share Buy Back Mandate, if renewed at the 2021 AGM, are substantially the same as previously approved by Shareholders at the 2020 AGM. These are summarised below:

1. Maximum Number of Shares
   Only Shares which are issued and fully paid may be purchased or acquired by the Company. The total number of Shares which may be purchased or acquired by the Company pursuant to the Share Buy Back Mandate is limited to that number of Shares representing not more than 5% of the issued Shares as at the date of the 2021 AGM at which the renewal of the Share Buy Back Mandate is approved. Treasury shares and subsidiary holdings (as defined in the Listing Manual)1 will be disregarded for the purposes of computing the 5% limit.
   As at the Latest Practicable Date, the Company had 12,570,529 treasury shares and no subsidiary holdings.
2. Duration of Authority
   Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the date of the 2021 AGM at which the renewal of the Share Buy Back Mandate is approved, up to:
3. 1. the date on which the next Annual General Meeting of the Company is held or required by law to be held;
   2. the date on which the authority conferred by the Share Buy Back Mandate is revoked or varied; or
   3. the date on which purchases and acquisitions of Shares pursuant to the Share Buy Back Mandate are carried out to the full extent mandated,

whichever is the earliest.

3.2.3 Manner of Share Buy Backs

A Share Buy Back may be made by way of:

1. an on-market Share Buy Back ("On-MarketShare Buy Back"), transacted on the SGX-ST through the SGX-ST's trading system, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

1 "Subsidiary holdings" is defined in the Listing Manual to mean shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act, Chapter 50 of Singapore.

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1. an off-market Share Buy Back in accordance with an equal access scheme ("Off-MarketEqual Access Share Buy Back") effected pursuant to Section 76C of the Companies Act, Chapter 50 of Singapore (the "Companies Act").

The Directors may impose such terms and conditions which are not inconsistent with the Share Buy Back Mandate, the Listing Manual and the Companies Act as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme or schemes. An Off-Market Equal Access Share Buy Back must, however, satisfy all the following conditions:

1. offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;
2. all of those persons shall be given a reasonable opportunity to accept the offers made; and
3. the terms of all the offers shall be the same, except that there shall be disregarded (1) differences in consideration attributable to the fact that offers may relate to Shares with different accrued dividend entitlements and
4. 1. differences in the offers introduced solely to ensure that each person is left with a whole number of Shares.

If the Company wishes to make an Off-Market Equal Access Share Buy Back, it will, pursuant to Rule 885 of the Listing Manual, issue an offer document containing at least the following information:

1. the terms and conditions of the offer;

1. the period and procedures for acceptances; and

1. the information required under Rules 883(2), (3), (4), (5) and (6) of the Listing Manual.

3.2.4 Purchase Price

The purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) to be paid for a Share will be determined by the committee constituted for the purposes of effecting Share Buy Backs. The purchase price to be paid for the Shares pursuant to Share Buy Backs (both On-Market Share Buy Backs and Off-Market Equal Access Share Buy Backs) must not exceed 105% of the Average Closing Price of the Shares (excluding related expenses of the purchase or acquisition) (the "Maximum Price").

For the above purposes:

"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 the On-Market Share Buy Back by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Equal Access Share Buy Back, and deemed to be adjusted, in accordance with the Listing Manual, for any corporate action that occurs during the relevant five-day period and the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Equal Access Share Buy Back; and

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"date of the making of the offer" means the date on which the Company announces its intention to make an offer for an Off-Market Equal Access Share Buy Back, stating 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 effecting the Off-Market Equal Access Share Buy Back.

1. Rationale for Share Buy Back Mandate. The renewal of the Share Buy Back Mandate authorising the Company to purchase or acquire its Shares would give the Company the flexibility to undertake share purchases or acquisitions up to the 5% limit described in paragraph 3.2.1 above at any time, subject to market conditions, during the period when the Share Buy Back Mandate is in force.
   In managing the business of the Company and its subsidiaries (the "Group"), management strives to increase Shareholders' value. Share Buy Backs are one of the ways through which Shareholders' value may be enhanced. Share Buy Backs are intended to be made as and when the Directors believe them to be of benefit to the Company and/or the Shareholders.
   A share repurchase programme will also allow management to effectively manage and minimise the dilution impact (if any) associated with employee share schemes.
   While the Share Buy Back Mandate would authorise a purchase or acquisition of Shares up to the 5% limit described in paragraph 3.2.1 above, Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy Back Mandate may not be carried out to the full 5% limit as authorised and no purchases or acquisitions of Shares would be made in circumstances which would have or may have a material adverse effect on the financial condition of the Company.
2. Status of Purchased Shares. Shares purchased or acquired by the Company are deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Shares will expire on such cancellation) unless such Shares are held by the Company as treasury shares. The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company and which are not held as treasury shares.
3. Treasury Shares. Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are summarised below:
4. 1. Maximum Holdings
      The number of Shares held as treasury shares2 cannot at any time exceed 10% of the total number of issued Shares.
   2. Voting and Other Rights
      The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.

2 For these purposes, "treasury shares" shall be read as including shares held by a subsidiary under Sections 21(4B) or 21(6C) of the Companies Act, Chapter 50 of Singapore.

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