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In 2017, AirAsia Berhad (AAB) undertook an internal reorganisation by way of a
members’ scheme of arrangement under Section 366 of the Companies Act, 2016.
Under the reorganisation, 3,341,974,080 ordinary shares in AAB were exchanged
with 3,341,974,080 new ordinary shares in AirAsia Group Berhad (AAGB), on the
basis of 1 new AAGB share for every 1 existing AAB share.
The purpose of the internal reorganisation is to simplify and provide greater clarity
and transparency to the shareholding structure by separating the investment
holding function and the Malaysian airline business, where AAGB will assume
the listing status of AAB while AAB will continue to operate the Malaysian airline
business. Under this newly established structure, the management will have
flexibility to further streamline Group structure into separately identifiable airline,
leasing, digital and support business streams to better reflect the Group’s diverse
operations, to achieve a leaner corporate structure and to better reflect the value
of the respective airlines within the Group. Such a structure will also provide ease of
supervision, clear alignment of core strategies and regulation by the management
of the Group and the relevant regulators governing the airline industry.
For the financial year ended 31 December 2017 (the Financial Year), AAGB was a
dormant company.
Following the completion of the internal reorganisation of AAB and the transfer of
its listing status to AAGB on 16 April 2018, AAB is now a wholly-owned subsidiary
of AAGB. Moving forward, AAGB will spearhead AirAsia Group’s future growth.
The shareholders will benefit in the longer term from the improved earnings of
AAGB as a result of the improved management efficiency and effectiveness of
AAGB.
Rationale for the Internal Reorganisation