Annual Report 2020

Notice of Annual GeneralMeeting In view of the significant impact of the Covid-19 pandemic and the difficult economic circumstances facing the aviation 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, to be held in the year 2022, 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 Third AGM held on 28 September 2020 (“3rd AGM”) obtained its shareholders’ approval on the general mandate for issuance of shares by the Company pursuant to Sections 75 and 76 of the Act as well as the Additional Temporary Relief Measures to listed corporations for Covid-19, issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) via its letter dated 16 April 2020 (“Additional Temporary Relief Measures”), for the Directors of the Company to issue ordinary shares in the Company at their discretion provided that the aggregate number of shares issued does not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company at any point of time, inclusive of the extended utilisation period until 31 December 2021, unless revoked or varied by an ordinary resolution of the Company at a general meeting (“20% General Mandate”). With effect from 1 January 2022, the 20% General Mandate will be reinstated to a 10% limit pursuant to the Additional Temporary Relief Measures and Paragraph 6.03 of the Main Market Listing Requirements (“MMLR”) of Bursa Securities. As at the date of this Notice, the Company had raised approximately RM454.5 million through placement of shares from the 20% General Mandate pursuant to Sections 75 and 76 of the Act as granted at the 3rd AGM of the Company and empowered by Bursa Securities via the Additional Temporary Relief Measures. The details, purpose and utilisation of proceeds from the placement of shares pursuant to the 20% General Mandate are more particularly described in the Additional Compliance Information section of the Company’s Annual Report 2020. Ordinary Resolution 5 if passed, will empower the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another general meeting provided that the aggregate number of shares issued pursuant to this resolution during the preceding 12 months does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company at any point of time (“Proposed 10% General Mandate”). The authority for the Proposed 10% General Mandate will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held, whichever is earlier. The Proposed 10% 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(s), working capital and/or acquisition(s), or such other application as the Directors may deem fit in the best interest of the Company, and thereby reducing administrative time and costs associated with the convening of additional shareholders’ meeting(s). D. Proposed Renewal of Existing Shareholders’ Mandate and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Mandate”) (Ordinary Resolution 6) Ordinary Resolution 6 , 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 MMLR of Bursa Securities. Please refer to the Circular to Shareholders dated 31 May 2021 for further information. E. Proposed Renewal of Share Buy-Back Authority of the Company (Ordinary Resolution 7) Ordinary Resolution 7 , if passed, will empower the Company to purchase its own ordinary shares of up to 10% of the total number of issued shares of the Company through Bursa Securities as may be determined by the Directors of the Company at any time within the time stipulated by utilising the funds allocated out of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of the purchase. Details of the Proposed Share Buy-Back are contained in the Statement to Shareholders dated 31 May 2021. 24 AIRASIA GROUP BERHAD