Annual Report 2019

EXPLANATORY NOTES: A. Audited Financial Statements together with the Reports of the Directors and Auditors thereon for the financial year ended 31 December 2019 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 financial statements 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 for the period from 29 September 2020 until the next Annual General Meeting (“AGM”) of the Company to be held in the year 2021 (Ordinary Resolution 1) The Nomination and Remuneration Committee had recommended and the Board of Directors affirmed that the Non-Executive Directors’ Remuneration for the period from 29 September 2020 until the next AGM of the Company to be held in the year 2021 shall remain unchanged as per the financial year ended 31 December 2019, 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 N/A 262,500 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 of Directors (RM) Board Committees (RM) 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 being sought under Ordinary Resolution 1 is for the payment of the remuneration to Non-Executive Directors for the period from 29 September 2020 up to the next AGM of the Company in accordance with the remuneration structure as set out above and to authorise the Directors to disburse the fees on a monthly basis. In view of the current difficult economic circumstances facing the airline industry, the Non-Executive Directors of the Company had voluntarily offered to receive a 50% reduction in their fees for the period from 1 May 2020 up to the date of the forthcoming AGM and will continue with such reduction, subject to the shareholders’ approval on the above-mentioned remuneration structure until such time that the Company’s financial performance improves significantly, or up to the next AGM of the Company, whichever is earlier. C. Authority to allot shares pursuant to Sections 75 and 76 of the Act (Ordinary Resolution 5) The Company had at its Second AGM held on 27 June 2019 (“2 nd AGM”), obtained a general mandate pursuant to Sections 75 and 76 of the Act from its shareholders, to empower the Directors to issue shares in the Company from time to time and upon such terms and conditions and for such purposes and to such persons whomsoever as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares issued does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company at any point of time (“10% General Mandate”). The 10% General Mandate would expire at the conclusion of the forthcoming AGM. As at the date of this Notice, the Company has not issued any new shares under the 10% General Mandate obtained in its 2 nd AGM. AIRASIA GROUP BERHAD ANNUAL REPORT 2019 25 ABOUT US