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NOTES ON APPOINTMENT OF PROXY
1.
Pursuant to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 and Article 41(a) of the Company’s
Constitution, only those Foreigners (as defined in the Articles) who hold shares up to the current prescribed foreign ownership
limit of 45.0% of the total number of issued shares of the Company, on a first-in-time basis based on the Record of Depositors to be
used for the forthcoming Annual General Meeting (“AGM”), shall be entitled to vote. A proxy appointed by a Foreigner not entitled to
vote, will similarly not be entitled to vote. Consequently, all such disenfranchised voting rights shall be automatically vested in the
Chairman of the AGM.
2.
A member must be registered in the Record of Depositors at 5.00 p.m. on 13 June 2018 (“General Meeting Record of Depositors”) in
order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak
and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on the Record of
Depositors after the abovementioned date and time shall be disregarded in determining the rights of any person to attend and vote
at the Meeting.
3.
Amemberentitled to attend andvote is entitled to appoint two (2) proxies (or in the case of a corporation, to appoint a representative(s)),
in accordance with Section 333 of the Companies Act, 2016, to attend and vote in his stead. There shall be no restriction as to the
qualification of the proxy(ies).
4.
The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either
under its common seal or under the hand of an officer or attorney duly authorised.
5.
Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings
to be represented by each proxy.
6.
Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
7.
The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the
Company at Unit 30-01, Level 30, Tower A, Vertical Business Suite”, “Avenue 3, Bangsar South, No. 8, Jalan Kerinchi”, “59200 Kuala
Lumpur, Wilayah Persekutuan, Malaysia not less than forty-eight (48) hours before the time set for holding the meeting.
Faxed
copies of the duly executed form of proxy are not acceptable.
8.
Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set
out in this Notice will be put to vote by way of poll.
9.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any
adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data
by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and
representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance
lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its
agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants
that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its
agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure
by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that
the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of
the member’s breach of warranty.
[ ]
AirAsia Group Berhad
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