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AACL AGM Information 2022

Jun 16, 2022

52173_rns_2022-06-16_bdd00ca8-cce1-4bb7-b943-6bbe5c24b3f4.pdf

AGM Information

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AIR ASIA Co., Ltd. Meeting Notice of 2022 Annual General Shareholders’ Meeting

  • I. The Company will convene 2022 Annual General Shareholders’ Meeting in No.1050, Jichang Rd., Rende Dist., Tainan City (Same Company Building 2nd Floor) at 10:00 am on June 15, 2022 (Wednesday). The check-in will be started at 9:30 am in the venue.

  • II. The meeting agenda includes: (1) Reporting Items: 1. Business Report of 2021; 2. Audit Committee Audit Report of 2021; 3. Distribution of employees’ profit sharing bonus of 2021; 4. To report the distribution of 2021 earnings; 5. Directors’ Remuneration Report of 2021; 6. Change of name and to amend the “Corporate Social Responsibility Best Practice Principles” report. (2) Matters for Ratification: 1. Business Report and Financial Statements of 2021; 2. Proposal of Distribution of 2021 earnings. (3) Matters for Discussion: 1. New shares issued from earnings and capital reserve transfer to capital increase; 2. To amend the “Articles of Incorporation”; 3. To amend the “Procedures for Acquisition or Disposal of Assets”; 4. To amend the “Rules of Procedure for Shareholders' Meetings”; 5. To lift restrictions on competition behavior of current Directors. (4). Extempore motion.

  • III. The 2021 earnings distribution plan was approved by the Board of Directors, and a cash dividend of NT$0.25 per share was distributed. The Board of Directors of the Company formulates the contents of the 2021 annual capital increase and issuance of new shares: (1) To issue 3,131,734 new shares through shareholder dividends and capital increase, with each thousand shares allotting 20.8 free shares. (2) A total of 8,160,576 new shares are issued by capital increase from capital reserve, and each thousand shares is allotted 54.2 free shares. The issuance of new shares from capital increase is submitted to the authority for final approval, and after that, the Board of Directors is authorized to set a base date for capital increase and allotment of shares, in which they keep same rights and obligations of original shares. The actual payout ratio is adjusted based on the amount of outstanding shares on the record date.

  • IV. If the agency of this meeting involves the matters specified in Article 172 of the Company Act, in addition to being listed in the convening notice, the main content shall be posted on the MOPS (website: http://mops.twse.com.tw , click “basic information/e-book/annual report and Shareholders’ Meeting related

data (including the depository receipts)”), which shall be inquired by inputting the code of the Company, selecting and year and Shareholders’ Meeting related data.

  • V. In accordance with Article 26-1 of the Securities and Exchange Act and Article 209 of the Company Act, the Company requests consent of the Shareholders’ Meeting to lift restrictions on competition behaviors of current Directors Kao, Jung-Chih and Yang, Ya-Po during their term of office. For contents of current Directors and their concurrently duties regarded, please go to the MOPS, click “basic information/e-book/annual report and Shareholders’ Meeting related data (including the depository receipts)” for inquiries (website: http://mops.twse.com.tw).

  • VI. According to Article 165 of the Company Act, the stock transfer is not allowed from April 17, 2022 ~ June 15, 2022. For account opening procedures, the seal and signature card is needed to hand in. please contact the Transfer Agency Department of Taishin Securities Co., Ltd.

  • VII. If members solicit proxies to attend this General Shareholders’ Meeting, the Company will compile a summary statement and disclose the content on the website of Securities & Futures Institute before May 13, 2022. To inquiry the details, investor may visit https://free.sfi.org.tw and specify the conditions for inquiry. The proxies of this General Shareholders’ Meeting shall be tallied and verified by the Transfer Agency Department of Taishin Securities Co., Ltd.

  • VIII. Each attendance card and proxy form will be attached in this meeting notice besides the announcement on MOPS. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance card from and carry it to the check-in desk on the day of the meeting (don’t send it back). In the case that an agent is entrusted to attend the meeting, the shareholder shall sign or stamp on the proxy form and personally fill out the related information of the agent, then deliver the proxy form to the Transfer Agency Department of Taishin Securities Co., Ltd. at least 5 days prior to the day of the meeting.

  • IX. In this Shareholders Meeting, the shareholders may exercise their voting right in an electronic way during the period May 14, 2022 ~ June 12, 2022. Please log in the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (website: http://www.stockvote.com.tw ) for voting based on the related instructions.

  • X. The shareholders attending this meeting shall carry the ID card for verification.

  • XI. These regulations should be abided and applied.

※No souvenir will be distributed in this Shareholders’ Meeting.

Sincerely,

Board of Directors of AIR ASIA Co., Ltd.