Announcement of Appointment of General Manager Asterisks denote mandatory information "DISCLAIMER:- This announcement was prepared and issued by the below mentioned listed issuer to the Exchange. The Exchange assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement and is posting this announcement on SGXNET for the sole purpose of dissemination only. In the event of any queries or clarification required in respect of any matters arising from this announcement, such queries are to be made to the listed issuer directly and not to the Exchange. The Exchange shall not be liable for any losses or damages howsoever arising as a result of the circulation, publication and dissemination of this announcement." Name of Announcer SINGAPORE PETROLEUM CO LTD Company Registration. 196900291N Announcement submitted on SINGAPORE PETROLEUM CO LTD behalf of Announcement is submitted with SINGAPORE PETROLEUM CO LTD respect to Announcement is submitted by Helen Chong (Mrs) Designation Company Secretary Date & Time of Broadcast 29-Aug-2008 18:36:30 Announcement. 00197 >> Announcement Details The details of the announcement start here... Date of Appointment 01-09-2008 Name of Person Tay Lee Kiang, Vincent Age 50 Country of principal residence Singapore The Board's comments on this Please refer to footnote below appointment (including rationale, selection criteria, and the search and nomination process) Whether appointment is Yes, as General Manager, Head of Marketing, Mr Tay is responsible for executive, and if so, the area of Commercial Sales, Lubricant Sales, Retail Sales & Development, Special responsibility Products, Market Development & Ventures, and Operations & Logistics. Job Title (e.g. Lead ID, AC General Manager, Head of Marketing Chairman, AC Member etc.) Working experience and occupation(s) during the past 10 years February 2008 to current General Manager, Marketing January 2007 to January 2008 Senior Manager, Head Crude Supply & Operations September 2003 to December 2006 Manager, Head Commercial Sales April 2002 to August 2003 Manager, Head Retail Sales & Development July 2000 to March 2002 Manager, Retail Sales & Development February 1996 to June 2000 General Manager, Petmal Oil Sdn. Bhd Interest in the listed issuer and its subsidiaries Direct Interest 23,900 SPC Shares Deemed Interest (a) 14,500 SPC Shares comprised in outstanding awards granted under the SPC Restricted Share Plan; and (b) 35,000 SPC Shares comprised in contingent awards granted under the SPC Performance Share Plan. It should be noted that there is no certainty of delivery of shares comprised in items (a) and (b) above as they are subject to Performance Conditions and a Targeted Release Schedule (see Annexure attached). Familial relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries Conflict of interests (including any competing business) 1
>> Other Directorships# # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(9) Past (for the last 5 years) Present Petmal Oil Corporation Sdn Bhd Director of: 1. Singapore Petroleum (China) Private Limited 2. SPC Wearnes Pte Ltd President Commissioner 1. PT Solar Premium Central Alternate Director of: 1. ItalSing Petroleum Company Pte Ltd 2. Singapore Carbon Dioxide Private Limited 3. Singapore Petroleum (Indonesia) Private Limited >> Information required pursuant to Listing Rule 704(7)(h) Disclose the following matters concerning an appointment of director, chief executive officer, general manager or other executive officer of equivalent rank. If the answer to any questions is "yes", full details must be given. (a) (b) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? (c) Whether there is any unsatisfied judgment against him? (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? 2
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? (g) (h) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? 3
>> Information required pursuant to Listing Rule 704(7)(i) Disclosure applicable to the appointment of Director only. Any prior experience as a director of a listed company? Footnotes Mr Tay has been with the SPC Group since 1990. He was promoted to General Manager, Marketing on 1 February 2008. In his 18 years, he has served in various capacities within the Group, especially in the Marketing function as the Head of Retail Sales & Development, Commercial Sales, as well as Crude Supply & Operations Department under the Refinery, Supply, Trading function. He is also a director of several of SPC Group companies. Mr Tay holds a Diploma in Mechanical Engineering, Singapore Polytechnic, Advance Diploma, Marketing Management, Ngee Ann Polytechnic, Marketing Management, CIM, UK, and Masters of Business Administration, University of South Australia. The Group s succession planning system assisted the Board (through the minating and Remuneration Committee) to identify an internal candidate most suitable and appropriate to lead the Marketing function following Mr Keong s retirement. Mr Tay s extensive years of relevant experience and intimate knowledge of the sales, marketing and operation functions of SPC Group and the industry, makes him the choice candidate for this appointment. The Board is pleased to appoint Mr Tay to take over the leadership and management of the SPC Group s Marketing function, as General Manager, Head of Marketing. Attachments VT_Annex29082008.pdf Total size = 14K (2048K size limit recommended) 4
Annexure Performance Conditions Restricted Share Plan In respect of the contingent awards under and subject to Singapore Petroleum Company Limited s Restricted Share Plan, these awards are part of a share-based incentive for employees. Such contingent restricted shares are intended to be awarded annually, based on annual set corporate objectives. After the end of the annual period, the award of the restricted shares will be computed, based on the extent to which the performance conditions at the corporate level, individual s Key Performance Indicator achievements and competency ratings have been achieved. The other terms and conditions include the prevailing personnel policies, the decisions and guidelines of the minating and Remuneration Committee ( NRC ) and all other relevant factors and circumstances, including the performance record, and relevant laws and regulations. If the performance conditions are fulfilled at the end of the annual period, the duly determined quantum of shares is expected to vest over a three year Targeted Release Schedule. Performance Conditions Performance Share Plan In respect of the contingent awards granted under the Singapore Petroleum Company Limited s Performance Share Plan, these awards are part of the long-term incentive plan for key executives. Contingent performance shares are typically awarded at the beginning of a three-year performance cycle and the final award will be subject to the extent to which the performance conditions have been achieved at the end of the relevant cycle. The three-year stretched performance target is aligned to pre-determined performance criteria. The other terms and conditions the NRC will take into consideration include not only the extent to which the performance conditions have been achieved, but all other relevant factors and circumstances, including relevant regulations prevailing at the time of release of Award. Upon determination by the NRC of the performance conditions being fulfilled at the end of the three-year cycle, the duly determined quantum of shares would be targeted for release in February of the year following the relevant 3-year performance period.