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									Notice of Annual General Meeting/Closure of Books


NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of the Company will be held in the
Auditorium, Level 7, 1 Marina Boulevard, NTUC Centre, Singapore 018989 on 22 April 2009 at 2.30 p.m. to transact the
following business:

As Ordinary Business
1.    To receive and adopt the Directors’ Report and Audited Accounts for the year ended                       Resolution 1
      31 December 2008.

2.     To declare a final one-tier tax-exempt dividend of 8 cents per share for the financial year ended       Resolution 2
       31 December 2008 (2007: final dividend of 40 cents per share).

3.     To approve Directors’ Fees of $286,000 for the year ended 31 December 2008                              Resolution 3
       (2007: $264,000).

4.     To re-elect the following Directors each of whom will retire pursuant to Article 109 of the
       Company’s Articles of Association and who, being eligible, will offer themselves for re-election:

       (a)     Mr Choo Chiau Beng                                                                              Resolution 4(a)

       (b)     Mr Teo Soon Hoe                                                                                 Resolution 4(b)

       (c)     Mr Cheng Hong Kok                                                                               Resolution 4(c)

5.     To re-elect Mr Koh Ban Heng who will retire pursuant to Article 119 of the Company’s Articles           Resolution 5
       of Association and who, being eligible, will offer himself for re-election.

6.     To re-elect Mr Bertie Cheng Shao Shiong who, having attained the age of 70 years after                  Resolution 6
       the date of the last Annual General Meeting will retire pursuant to Section 153(2) of the
       Companies Act of Singapore (Cap. 50) (the “Companies Act”) and who, being eligible,
       will offer himself for re-election pursuant to Section 153(6), to hold office from the date of this
       Annual General Meeting until the next Annual General Meeting.

7.     To re-appoint Deloitte and Touche LLP as Auditors and to authorise the Directors to fix                 Resolution 7
       their remuneration.

As Special Business
To consider and, if thought fit, to approve, with or without modification, the following resolutions as Ordinary Resolutions:

8.     That:

       (a)     for the purposes of the Companies Act, the exercise by the Directors of the Company             Resolution 8
               of all the powers of the Company to purchase or otherwise acquire the shares in the
               capital of the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit
               (as hereinafter defined), at such price(s) as may be determined by the Directors of the
               Company from time to time up to the Maximum Price (as hereinafter defined), whether
                by way of:

               (i)    market purchases (each a “Market Purchase”) on the Singapore Exchange
                      Securities Trading Limited (“SGX-ST”); and/or

               (ii)   off-market purchases (each an “Off-Market Purchase”) effected otherwise than
                      on the SGX-ST in accordance with any equal access scheme(s) as may be
                      determined or formulated by the Directors of the Company as they consider fit,
                      which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,




                                              Singapore Petroleum Company Limited
140                                           Report to Shareholders 2008
      and otherwise in accordance with all other provisions of the Companies Act and listing
      rules of the SGX-ST as may for the time being be applicable, be and is hereby
      authorised and approved generally and unconditionally (the “Share Buyback Mandate”);

(b)   unless revoked or varied by the Company in general meeting, the authority conferred
      on the Directors of the Company pursuant to the Share Buyback Mandate may be
      exercised by the Directors at any time and from time to time during the period
      commencing from the passing of this Resolution and expiring on the earlier of:

      (i)      the date on which the next Annual General Meeting of the Company is held or
               required by law to be held;

      (ii)     the date on which the share buybacks are carried out to the full extent
               mandated; or

      (iii)    the date on which the authority contained in the Share Buyback Mandate
               is revoked or varied;

(c)   in this Resolution:

      “Prescribed Limit” means ten per cent of the total number of issued Shares
      excluding treasury shares as at the date of the last Annual General Meeting or at the
      date of the passing of this Ordinary Resolution whichever is higher unless the Company
      has effected a reduction of the share capital of the Company in accordance with the
      applicable provisions of the Companies Act, at any time during the Relevant Period
      (as hereinafter defined), in which event the total number of issued Shares shall be taken
      to be the total number of issued Shares as altered (excluding any treasury shares that
      may be held by the Company from time to time); and

      “Maximum Price” in relation to a Share to be purchased, means an amount
      (excluding brokerage, stamp duties, applicable goods and services tax and other
      related expenses) not exceeding:

      (i)      in the case of a Market Purchase: 105 per cent of the Average Closing Price;

      (ii)     in the case of an Off-Market Purchase: 120 per cent of the Average Closing Price,

      where:

      “Average Closing Price” means the average of the closing market prices of a Share
      over the last five market days (a “market day” being a day on which the SGX-ST is
      open for trading in securities), on which transactions in the Shares were recorded,
      in the case of Market Purchases, preceding the day of the Market Purchase, and
      deemed to be adjusted for any corporate action that occurs after the relevant five-day
      period, or in the case of Off-Market Purchases, before the Day of the Making of the
      Offer (as hereinafter defined) pursuant to the Off-Market Purchase;

      “Relevant Period” means the period commencing from the date on which the last
      Annual General Meeting was held and expiring on the date the next Annual General
      Meeting is held or is required by law to be held, whichever is the earlier, after the date
      of this Ordinary Resolution; and




                                     Notice of Annual General Meeting/Closure of Books
                                                                                                   141
Notice of Annual General Meeting/Closure of Books



             “Day of the Making of the Offer” means the day on which the Company announces
             its intention to make an offer for the purchase of Shares from shareholders of the
             Company 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 Purchase; and

      (d)    the Directors of the Company be and are hereby authorised to complete and do all
             such acts and things (including executing such documents as may be required) as they
             may consider expedient or necessary to give effect to the transactions contemplated
             by this Resolution.

9.    That authority be and is hereby given to the Directors of the Company to:                             Resolution 9

      (a)    issue Shares (as defined in Resolution 8 above) in the capital of the Company whether
             by way of rights, bonus or otherwise, including any capitalisation pursuant to
             Article 151 of the Company’s Articles of Association of any sum for the time being
             standing to the credit of any of the Company’s reserve accounts or any sum standing
             to the credit of the profit and loss account or otherwise available for distribution; and/or

      (b)    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) 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 (notwithstanding that the
      authority so 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 the authority 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 and including Shares which may be issued pursuant to any adjustments
             effected under any relevant Instrument), does not exceed 50 per cent (or, as the case
             may be, does not exceed 100 per cent, if the shares are to be issued by way of a
             renounceable rights issue on a pro rata basis) of the total number of issued Shares
             excluding treasury shares, in the capital of the Company (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 existing shareholders of the Company (including
             Shares to be issued in pursuance of Instruments made or granted pursuant to this
             Resolution and including Shares which may be issued pursuant to any adjustments
             effected under any relevant Instrument) does not exceed 10 per cent of the total
             number of issued Shares excluding treasury shares in the capital of the Company
             (as calculated in accordance with sub-paragraph (ii) below);

      (ii)   for the purpose of determining the aggregate number of Shares that may be issued
             under sub-paragraph (i) above, the percentage of total number of issued Shares
             excluding treasury shares in the capital of the Company shall be calculated based on
             the total number of issued Shares excluding treasury shares in the capital of the
             Company as at the date of the passing of this Resolution after adjusting for:

             (aa)   new Shares arising from the conversion or exercise of convertible securities or
                    employee share options on issue as at the date of the passing of this
                    Resolution; and

             (bb)   any subsequent consolidation or sub-division of Shares;




                                            Singapore Petroleum Company Limited
142                                         Report to Shareholders 2008
      (iii)   in exercising the power to issue Shares or make or grant Instruments (including the
              making of any adjustments under the relevant Instrument), the Company shall comply
              with the provisions of the listing manual of the SGX-ST for the time being in force
              (unless such compliance has been waived by the SGX-ST) and the Articles of
              Association for the time being of the Company and such requirements as may be
              prescribed by the SGX-ST from time to time; and

      (iv)    (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 is required by law to be held whichever is the earlier.

10.   (a)     That approval be and is hereby given to the Directors to offer and grant options in     Resolution 10
              accordance with the provisions of the SPC Share Option Scheme 2000 and/or to grant
              awards in accordance with the provisions of the SPC Restricted Share Plan and/or the
              SPC Performance Share Plan; and

      (b)     that approval be and is hereby given to the Directors to exercise full powers of the
              Company to issue, allot or otherwise dispose of Shares in the capital of the Company
              as may be required to be issued, allotted or disposed, in connection with or pursuant
              to the exercise of the options granted under the SPC Share Option Scheme 2000
              and/or such number of Shares as may be required to be issued or allotted pursuant
              to the vesting of awards under the SPC Restricted Share Plan and/or the SPC
              Performance Share Plan;

      Provided that the aggregate number of Shares to be issued and allotted pursuant to the SPC
      Share Option Scheme 2000, the SPC Restricted Share Plan and the SPC Performance Share
      Plan shall not exceed 10 per cent of the total number of issued Shares (excluding treasury
      shares) in the capital of the Company from time to time.

11.   (a)     That approval be and is hereby given, for the purposes of Chapter 9 of the listing      Resolution 11
              manual (“Chapter 9”) of the SGX-ST, for the Company, its subsidiaries and target
              associated companies or any of them, to enter into any of the transactions falling
              within the types of Interested Person Transactions, as set out in the Company’s
              Circular to Shareholders dated 30 May 1997 (the “Circular”) and as amended by
              shareholders’ resolutions on 21 June 1999 and 14 May 2003 (collectively the
              “Updates to the Circular”), with any party who is of the class of Interested Persons
              described in the Circular as amended by the Updates to the Circular, provided that
              such transactions are carried out in the ordinary course of business, on normal
              commercial terms and in accordance with the guidelines and review procedures for
              Interested Person Transactions as set out in the Circular and amended by the Updates
              to the Circular (the “Shareholders’ Mandate”);

      (b)     the Shareholders’ 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 or the date by which the next Annual General Meeting is required by law
              to be held whichever is the earlier; and

      (c)     the Directors of the Company be and are hereby authorised to complete and do all
              such acts and things (including, without limitation, 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 Shareholders’ Mandate and/or this Resolution.

12.   To transact such other business which can be transacted at an Annual General Meeting.           Resolution 12




                                           Notice of Annual General Meeting/Closure of Books
                                                                                                                 143
Notice of Annual General Meeting/Closure of Books



NOTICE IS ALSO HEREBY GIVEN that the Transfer Books and the Register of Members of the Company will be closed from
5 pm, 5 to 6 May 2009, both days inclusive, for the preparation of dividend warrants. Duly completed transfers received by the
Company’s registrar, Boardroom Corporate & Advisory Services Pte Ltd, 3 Church Street #08-01, Samsung Hub, Singapore
049483, up to the close of business at 5 pm on 5 May 2009 will be registered to determine shareholders’ entitlement to the
proposed dividend. The proposed final one-tier tax-exempt dividend if approved at the Annual General Meeting will be paid on
18 May 2009.

BY ORDER OF THE BOARD




HELEN CHONG/LEE SEOK HIAN
Secretaries
Singapore, 6 April 2009

Note:
A member of the Company is entitled to appoint a proxy to attend the meeting and vote in his stead. A proxy need not be a
member of the Company.

The instrument appointing a proxy must be deposited at the registered office of the Company, 1 Maritime Square #10-10,
HarbourFront Centre, Singapore 099253, not less than 48 hours before the time appointed for holding the Annual General
Meeting. Members intending to deposit their instrument appointing a proxy on Saturdays, Sundays or after office hours, will
have to deposit the same in the Company’s mail box located next to Lift Lobby A on the ground floor of HarbourFront Centre.

Explanatory Notes on:

Special Business:
Ordinary Resolution No. 2, relates to the proposal for the payment of a final ordinary dividend of 8 cents per share. (This is
further to the interim ordinary dividend of 20 cents per share paid to shareholders on 26 August 2008. In 2007, the total
dividend paid to shareholders was 60 cents per share, comprising a final dividend of 40 cents per share and an interim dividend
of 20 cents per share.)

Ordinary Resolution Nos. 4, 5 and 6, relating to the retirement and re-election of Directors, details and information of these
Directors may be found in the Board and Directors section in the Company’s Annual Report. Mr Choo Chiau Beng will upon
re-election, continue to serve as member of the Executive Committee and the Nominating & Remuneration Committee.
Mr Koh Ban Heng will upon re-election, continue to serve as member of the Executive Committee. Mr Cheng Hong Kok will
upon re-election, continue to serve as member of the Executive Committee and the Risk Committee. Mr Bertie Cheng Shao
Shiong will upon re-election, continue to serve as Chairman of the Nominating & Remuneration Committee and member of the
Audit Committee. Mr Bertie Cheng Shao Shiong is considered by the Nominating & Remuneration Committee and the Board to
be independent.

Ordinary Resolution No. 8 is to renew the Share Buyback Mandate, which was originally approved by the shareholders on
26 April 2006. Please refer to Appendix 1 to this Notice of Annual General Meeting for details.

Ordinary Resolution No. 9 if passed, will empower the Directors from the date of the Annual General Meeting until the date of
the next Annual General Meeting to issue further Shares and Instruments in the Company, including a bonus or rights issue.
The maximum number of Shares, which the Directors may issue under this Resolution shall not exceed the quantum set out in
the Resolution.

Ordinary Resolution No. 10 if passed, will empower the Directors to take certain actions relating to the SPC Restricted Share
Plan, the SPC Performance Share Plan and the SPC Share Option Scheme 2000. Directors may exercise their power to
issue and allot Shares in the Company pursuant to the aforesaid grant or release of share awards and/or exercise of options,
provided that the aggregate number of Shares to be issued and allotted shall not exceed 10 per cent of the total number of
issued Shares excluding treasury shares in the capital of the Company from time to time. This authority is in addition to the
general authority to issue Shares sought under Ordinary Resolution No. 9.

Ordinary Resolution No. 11 if passed, will renew the mandate given by shareholders to the Company on 23 June 1997 (last
amended on 14 May 2003 and approved on 25 April 2007) to allow the Company and its subsidiaries and target associated
companies to enter into transactions with Interested Persons as defined in Chapter 9 of the listing manual of the SGX-ST.
Please refer to Appendix 2 to this Notice of Annual General Meeting for details.




                                            Singapore Petroleum Company Limited
144                                         Report to Shareholders 2008

								
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