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NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY NOTES:
A
.
This Agenda item is meant for discussion only in accordance with Sections 248(2) and 340(1) of the Companies Act, 2016 (“the Act”).
The audited accounts do not require the formal approval of shareholders and hence, the matter will not be put forward for voting.
B
.
To approve the Non-Executive Directors’ Remuneration with effect from their date of appointment in the financial year ending
31 December 2018 until the next Annual General Meeting of the Company to be held in the year 2019.
The Board of Directors recommended that the Non-Executive Directors’ Remuneration with effect from their date of appointment
(i.e. 30 March 2018) in the financial year ending 31 December 2018 until the next AGM of the Company to be held in the year 2019
shall be as shown below:-
Non-Executive Directors’ Fees
(per annum)
Non-Executive Chairman
(RM)
Per Non-Executive Director/
Per other Committee Member (RM)
Board of Directors
NA
250,000
Audit Committee
75,000
60,000
Nomination and Remuneration Committee
55,000
35,000
Safety Review Board
55,000
35,000
Risk Management Committee
55,000
35,000
Non-Executive Directors’ Benefits
(per attendance by each director or committee member)
Board Directors
Board Committees
Meeting allowance
2,000
2,000
Other Non-Executive Directors’ Benefits
Insurance premiums on medical coverage, and other
claimable expenses incurred in the course of carrying out
their duties.
Up to a total amount of RM100,000 for all Non-Executive Directors.
The Shareholders’ approval is being sought under
Resolution 1
in accordance with the remuneration structure as set out above and
to authorise the Directors to disburse the fees on a monthly basis.
C.
Authority to allot shares pursuant to Sections 75 and 76 of the Act (Resolution 10)
Ordinary Resolution 10 has been proposed for the purpose of renewing the general mandate for issuance of shares by the Company
under Sections 75 and 76 of the Act (“General Mandate”). Ordinary Resolution 10, if passed, will give the Directors of the Company
authority to issue ordinary shares in the Company at their discretion without having to first convene another general meeting. The
General Mandate will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next Annual
General Meeting (“AGM”) or the expiration of the period within which the next AGM is required by law to be held, whichever is earlier.
The General Mandate, if granted, will provide the flexibility to the Company for any future fund raising activities, including but
not limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing,
working capital and/or acquisition(s) and thereby reducing administrative time and costs associated with the convening of additional
shareholders meeting(s).
D. Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed
Mandate”) (Resolution 11)
Ordinary Resolution 11, if passed, will allow the Group to enter into Recurrent Related Party Transactions of a revenue or trading
nature pursuant to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Please refer to the
Circular to Shareholders dated 25 May 2018 for further information.
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AirAsia Group Berhad
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