189
AirAsia X Berhad • Annual Report 2014
NOTICE OF ANNUAL GENERAL MEETING
ii)
the disclosure is made in the annual report of the breakdown of the aggregated value of the Recurrent Related Party Transactions conducted pursuant to the
shareholders’ mandate during the financial year, among others, based on the following information:
(a) the type of Recurrent Related Party Transactions made; and
(b) the names of the related parties involved in each type of the Recurrent Related Party Transaction made and their relationship with the Company;
iii) 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 a resolution passed at the next 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 143(1) of the Companies Act, 1965
(“Act”)
(but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders of the Company in a general meeting,
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 as they consider necessary
or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any
modifications, variations and/or amendments as the Directors of the Company in their discretion deem fit and expedient to give effect to the Recurrent Related Party
Transactions contemplated and/or authorised by this Ordinary Resolution.
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.”
OTHER ORDINARY BUSINESS
10. To transact any other business of which due notice shall have been given.
By Order of the Board
JASMINDAR KAUR A/P SARBAN SINGH
(MAICSA 7002687)
Company Secretary
Selangor Darul Ehsan
13 May 2015
Notes on Appointment of Proxy
a)
Pursuant to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 and Article 44(1) of the Company’s Articles of Association, only those Foreigners (as defined in the Articles) who hold shares up to the current
prescribed foreign ownership limit of 45.0% of the total issued and paid-up capital, on a first-in-time basis based on the Record of Depositors to be used for the forthcoming Annual General Meeting, shall be entitled to vote. A proxy appointed
by a Foreigner not entitled to vote, will similarly not be entitled to vote. Consequently, all such disenfranchised voting rights shall be automatically vested in the Chairman of the forthcoming Annual General Meeting.
b)
A member must be registered in the Record of Depositors at 5.00 p.m. on 28 May 2015 (“General Meeting Record of Depositors”) in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend
the Meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be disregarded in
determining the rights of any person to attend and vote at the Meeting.
c)
A member entitled to attend and vote is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative), to attend and vote in his stead. There shall be no restriction as to the qualification of the proxy(ies).
d)
The Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
e)
Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.
(Resolution 9)
