6. PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED MANDATE”) “THAT approval be and is hereby given for the renewal of existing shareholders’ mandate and new shareholders’ mandate for Capital A Berhad (formerly known as AirAsia Group Berhad) (“the Company”) to enter into recurrent related party transactions of a revenue or trading nature with the related parties (“Recurrent Related Party Transactions”) as set out in Section 2.3 of the Circular to Shareholders dated 29 April 2022 (“Circular”), subject further to the following:- i. the Recurrent Related Party Transactions are entered into in the ordinary course of business which are: (a) necessary for the day-to-day operations; (b) on normal commercial terms and transaction price which are not more favourable to the related parties than those generally available to the public; (c) undertaken on arm’s length basis; and (d) not to the detriment of the minority shareholders of the Company; ii. the shareholders’ mandate is subject to annual renewal and this shareholders’ mandate shall only continue to be in full force until: (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the AGM at which this shareholders’ mandate is approved, at which time it will lapse, unless by an ordinary resolution passed at that AGM, such authority is renewed; (b) the expiration of the period within which the next AGM after the date is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting of the Company, whichever is the earliest. THAT the Directors of the Company and/or any one of them be and are hereby authorised to complete and do all such acts and things and take all such steps and to execute all such transactions, deeds, agreements, arrangements and/or undertakings as the Directors in their discretion deem fit, necessary, expedient and/or appropriate in the best interest of the Company in order to implement, finalise and give full effect to the Recurrent Related Party Transactions with full powers to assent to any modifications, variations and/or amendments thereto. AND THAT as the estimates given for the Recurrent Related Party Transactions specified in Section 2.3 of the Circular being provisional in nature, the Directors of the Company and/or any one of them be and are hereby authorised to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with the procedures set out in Section 2.6 of the Circular.” Please refer to Note E. (Ordinary Resolution 7) A D D I T I O N A L I N F O R M A T I O N A N N U A L R E P O R T 2 0 2 1 3 2 7
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