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AirAsia X Berhad • Annual Report 2014
NOTICE OF ANNUAL GENERAL MEETING
f)
Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which
the exempt authorised nominee may appoint in respect of each omnibus account it holds.
g)
The Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya,
Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for holding the meeting.
Faxed copies of the duly executed form of proxy are not acceptable.
Explanatory Notes:
a)
Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 8)
Ordinary Resolution 8 has been proposed for the purpose of obtaining the general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965 (hereinafter referred to as the “General Mandate”). Ordinary
Resolution 8, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another General Meeting. The General Mandate will, unless revoked or
varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier.
The General Mandate, if granted, will enable the Company to fulfill its obligations under the Company’s Employees’ Share Option Scheme in an expedient manner as well as provide flexibility to the Company for any future fund raising
activities, including but not limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing, working capital and/or acquisition(s) and thereby reducing administrative time and costs
associated with the convening of additional shareholders meeting(s).
b)
Proposed renewal of existing shareholders’ mandate and new shareholders’ mandate for Recurrent Related Party Transactions of a revenue or trading nature (“Proposed Mandate”) (Resolution 9)
Ordinary Resolution 9, if passed, will allow the Group to enter into Recurrent Related Party Transactions of a revenue or trading nature pursuant to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Please refer to the Circular to Shareholders dated 13 May 2015 for further information.
c)
Dato’ Seri Kalimullah Bin Masheerul Hassan who retires pursuant to Article 126 of the Company’s Articles of Association, will not be seeking for re-election at the forthcoming Annual General Meeting of the Company and therefore shall
retire at the conclusion of the said Annual General Meeting.
