NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of Capital A Berhad (formerly known as AirAsia Group Berhad) [Registration No.: 201701030323 (1244493-V)] (“the Company”) will be conducted as a virtual meeting through live streaming from the Broadcast Venue at RedQ, Jalan Pekeliling 5, Lapangan Terbang Antarabangsa Kuala Lumpur (klia2), 64000 KLIA, Selangor Darul Ehsan, Malaysia using the Remote Participation and Voting (“RPV”) facilities provided by Tricor Investor & Issuing House Services Sdn. Bhd. via the TIIH Online website at https://tiih.online on Thursday, 16 June 2022 at 10.00 a.m. for the following purposes:- AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements together with the Reports of the Directors and Auditors thereon for the financial year ended 31 December 2021. Please refer to Note A. 2. To approve the Non-Executive Directors’ Remuneration as described in Note B for the period from 17 June 2022 until the next Annual General Meeting of the Company to be held in the year 2023. Please refer to Note B. (Ordinary Resolution 1) 3. To re-elect the following Directors of the Company who retire by rotation pursuant to Rule 119 and Rule 124 of the Company’s Constitution and who being eligible had offered themselves for re-election:- (a) Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar (Rule 119); (b) Dato’ Fam Lee Ee (Rule 119); and (c) Surina binti Shukri (Rule 124). Please refer to Note C. (Ordinary Resolution 2) (Ordinary Resolution 3) (Ordinary Resolution 4) 4. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Board of Directors to determine their remuneration. (Ordinary Resolution 5) AS SPECIAL BUSINESS To consider and if thought fit, to pass, with or without modifications, the following Resolutions:- 5. AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016 (“ACT”) “THAT pursuant to Sections 75 and 76 of the Act, the Constitution of Capital A Berhad (formerly known as AirAsia Group Berhad) (the “Company”) and subject to the approval of the relevant authorities, where required, the Board of Directors (“Directors”) of the Company be and are hereby empowered 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 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 for the time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Main Market of Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company after the approval was given or at the expiry of the period within which the next Annual General Meeting is required to be held after the approval was given, whichever is earlier unless revoked or varied by an ordinary resolution of the Company at a general meeting.” Please refer to Note D. (Ordinary Resolution 6) 3 2 6 C A P I T A L A B E R H A D Notice of Annual General Meeting
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