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AS SPECIAL BUSINESS
To consider and if thought fit, to pass, with or without modifications, the following Resolutions:
5.
ORDINARY RESOLUTION
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016
(“ACT”)
“
THAT
pursuant to Sections 75 and 76 of the Act and subject to the approval of relevant authorities, the
Directors of the Company be and are hereby empowered to issue shares in the Company from time to time
and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion,
deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed
10% of the total number of issued shares of the Company for the time being and that the Directors be and
also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the
Main Market of Bursa Malaysia Securities Berhad
AND THAT
such authority shall continue in force until the
conclusion of the next Annual General Meeting of the Company.”
Please refer to Note C.
6.
ORDINARY RESOLUTION
PROPOSED NEWSHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTYTRANSACTIONS OFA
REVENUE OR TRADING NATURE (“PROPOSED MANDATE”)
“
THAT
approval be and is hereby given for the new shareholders’ mandate for the Company to enter into
recurrent related party transactions of a revenue or trading nature with the related parties
(“Recurrent
Related Party Transactions”)
as set out in Section 2.3 of the Circular to Shareholders dated 25 May 2018
(“Circular”)
, subject further to the following:
(i) the Recurrent Related Party Transactions are entered into in the ordinary course of business which are
necessary for the day-to-day operations and are on terms which are not more favourable to the related
parties than those generally available to the public, and the Recurrent Related Party Transactions are
undertaken on arm’s length basis and on normal commercial terms which are not to the detriment of
the minority shareholders of the Company;
(ii) the disclosure is made in the annual report of the breakdown of the aggregated value of the Recurrent
Related Party Transactions by AirAsia Group Berhad conducted pursuant to the shareholders’ mandate
during the financial year, among others, based on the following information:
(a) the type of Recurrent Related Party Transactions made; and
(b) the names of the related parties involved in each type of the Recurrent Related Party Transaction
made and their relationship with AirAsia Group Berhad;
(iii) the shareholders’ mandate is subject to annual renewal and this shareholders’ mandate shall only
continue to be in full force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the AGM at
which this shareholders’ mandate is approved, at which time it will lapse, unless by an ordinary
resolution passed at that AGM, such authority is renewed;
RESOLUTION 10
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AirAsia Group Berhad
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