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AirAsia X Berhad • Annual Report 2014
AS ORDINARY BUSINESS
1.
To receive and consider the Audited Financial Statements together with the Reports of the Directors and Auditors thereon for the financial year ended
31 December 2014.
2.
To approve Directors’ Fees of RM434,658 for the financial year ended 31 December 2014.
3.
To re-elect Dato’ Fam Lee Ee as a Director of the Company, who retires pursuant to Article 126 of the Company’s Articles of Association.
4.
To re-elect Mr. Kiyotaka Tanaka as a Director of the Company, who retires pursuant to Article 131 of the Company’s Articles of Association.
5.
To consider and if thought fit, pass the following resolution pursuant to Section 129 of the Companies Act, 1965:-
“
THAT
Tan Sri Rafidah Aziz, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold
office until the next Annual General Meeting”.
6.
To consider and if thought fit, pass the following resolution pursuant to Section 129 of the Companies Act, 1965:-
“
THAT
Tan Sri Asmat Bin Kamaludin, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company
to hold office until the next Annual General Meeting”.
7.
To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass, with or without modifications, the following Resolutions:
8. ORDINARY RESOLUTION
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
“
THAT
pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of relevant authorities, the Directors 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 as the Directors may, in their absolute discretion, deem fit
provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being
and that the Directors be and 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.”
9.
ORDINARY RESOLUTION
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 the existing shareholders’ mandate and new shareholders’ mandate for 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 13 May 2015
(“Circular”)
, subject further to the following:
i)
the Recurrent Related Party Transactions are entered into in the ordinary course of business which are necessary for the day-to-day operations and are on terms
which are not more favourable to the related parties than those generally available to the public, and the Recurrent Related Party Transactions are undertaken
on arm’s length basis and on normal commercial terms which are not to the detriment of the minority shareholders of the Company;
(Resolution 1)
(Resolution 2)
(Resolution 3)
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
(Resolution 8)
NOTICE OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT
the Ninth Annual General Meeting of AirAsia X Berhad (734161-K) (“AAX” or “the Company”) will be held at Asian Aviation Centre of Excellence (formerly
known as AirAsia Academy), Lot PT25B, Jalan KLIA S5, Southern Support Zone, Kuala Lumpur International Airport, 64000 Sepang, Selangor Darul Ehsan, Malaysia on Thursday, 4 June 2015
at 10.00 a.m. for the following purposes:-
