7. PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY OF CAPITAL A BERHAD (FORMERLY KNOWN AS AIRASIA GROUP BERHAD) (“THE COMPANY”) “THAT subject always to the Companies Act, 2016 (“Act”), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such number of issued shares in the Company as may be determined by the Board of Directors (“Directors”) of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company provided that: i. the aggregate number of issued shares in the Company (“Shares”) purchased (“Purchased Shares”) or held by the Company pursuant to this resolution does not exceed ten per cent (10%) of the total number of issued shares of the Company at any point in time; and ii. the maximum amount of funds to be allocated by the Company for the purpose of purchasing its Shares shall not exceed the amount of the retained profits of the Company at the time of the purchase, (“Proposed Share Buy-Back”). THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately upon passing of this ordinary resolution and will continue to be in force until: a. the conclusion of the next Annual General Meeting (“AGM”) of the Company, following at which time the authority shall lapse, unless the authority is renewed by ordinary resolution passed at that meeting, either unconditionally or subject to conditions; or b. the expiration of the period within which the next AGM of the Company is required by law to be held; or c. the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting, whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the provisions of the Act, Constitution of the Company, Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities. THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force: i. To cancel all or part of the Purchased Shares; ii. To retain all or part of the Purchased Shares as treasury shares; iii. To distribute all or part of the Purchased Shares as dividends to shareholders; iv. To resell all or part of the Purchased Shares on Bursa Securities in accordance with the relevant rules of Bursa Securities; v. To transfer all or part of the Purchased Shares for the purposes of or under an employees’ share scheme; vi. To transfer all or part of the Purchased Shares as purchase consideration; and/or vii. In any other manner as may be prescribed by applicable laws and/or regulations and guidelines applied from time to time by Bursa Securities, and/or any other relevant authority for the time being in force, 3 2 8 C A P I T A L A B E R H A D Notice of Annual General Meeting (cont’d.)
RkJQdWJsaXNoZXIy ODU0MjU5