AACL - AGM Information 2023 | FinancialReports.eu

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Stock code `：` 2630

AIR ASIA Company Limited 2023 Annual General Shareholders’ Meeting Agenda

Handbook

Date: May 23, 2023 Place ： No.1050, Jichang Rd., Rende Dist., Tainan City

	Table of Contents	Table of Contents
ONE.	Meeting Procedure …………………………………………		1
TWO.	Meeting Agenda …………………………………………		2
THREE.	Report Items	……………………………………………	3
FOUR.	Matters for Ratification ……………………………………………		5
FIVE.	Discussion Items ……………………………………………		6
SIX.	Extempore motion ……………………………………………		6
SEVEN.	Meeting Adjourned ……………………………………………		6
EIGHT.	Annexes
	Annex 1	Business Report of 2022 ……..……………………	7
	Annex 2	Audit Committee Audit Report of 2022 …..………	15
	Annex 3	Independent Auditors’ Report and Financial	16
		Statements of 2022
	Annex 4	Directors’ Remuneration Report of 2022	35
	Annex 5	Comparison table for the amendments of	38
		“Sustainable Development Best Practice Principles”
		before and after revision
	Annex 6	The distribution of 2022 earnings ……..…………	39
	Annex 7	Comparison table for the amendments of “Articles	40
		of Incorporation” before and after revision
NINE.	Appendix
	Appendix 1	Sustainable Development Best Practice Principles	42
	Appendix 2	Articles of Incorporation …………………….……	49
	Appendix 3	Rules of Procedures for Shareholders’ Meeting ....	55
	Appendix 4	Shareholdings of all Directors …….…..…………	70

亞洲航空股份有限公司

Air Asia Co., Ltd

ONE. Meeting Procedure

AIR ASIA Company Limited Procedure of the 2023 Annual General Shareholders’ Meeting

One. Meeting Commenced

Two. Chairman’s Statement

Three. Report Items

Four. Matters for Ratification Five. Matters for Discussion Six. Extempore motion Seven. Meeting Adjourned

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TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2023 Annual General Shareholders’ Meeting

Date＆Time：May 23, 2023 (Tuesday) at 10 am

Place：No.1050, Jichang Rd., Rende Dist., Tainan City

(Same Company Building 2nd Floor)

Convening Method：Entity Shareholders’ Meeting

Meeting Commenced

2. Chairman’s Statement

Report Items
(1) Business Report of 2022
(2) Audit Committee Audit Report of 2022
(3) Distribution of employees’ profit sharing bonus of 2022
(4) To report the distribution of 2022 earnings and cash distribution from Capital Surplus
(5) Directors’ Remuneration Report of 2022
(6) Amendments to the “Sustainable Development Best Practice Principles” report

4. Matters for Ratification

(1) Business Report and Financial Statements of 2022
(2) Proposal of Distribution of 2022 earnings

5. Matters for Discussion

Amendment to the “Articles of Incorporation”

Extempore motion
Meeting Adjourned

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THREE. Report Items

Business Report of 2022

Description: Business Report of 2022 is attached as hereto as Annex 1. (Please refer to page 7~14)

Audit Committee Audit Report of 2022

Description: Audit Committee Audit Report of 2022 is attached as hereto as Annex 2. (Please refer to page 15)

Distribution of employees’ profit sharing bonus of 2022

Description:

(1) Pursuant to Company Articles 22 of Incorporation, Company makes an appropriation of 1% to 3% for employees’ profit sharing bonus when Company makes annual profit.
(2) Employee profit sharing bonus distributed of 2022 are 2%, total amount is NT$340,747 in cash.
(3) Company did not distribute compensation to Directors.
To report the distribution of 2022 earnings and cash distribution from Capital Surplus
(1) The Company’s distributable earnings in the current period was NT$12,800,706, with the amount proposed for distribution of shareholders’ dividend in form of cash totaling at NT$12,785,571, based on the calculation of current shares at 162,047,791 shares and distribution per share at NT$0.0789.
(2) In accordance with Article 241 of the Company Act, it is proposed to allocate the capital surplus in relation to the income derived from the issuance of new shares at a premium at NT$45,551,634 for distribution by numbers of shares held by shareholders recorded on the Company’s shareholders’ list as of the distribution record date at NT$0.2811 per share.
(3) These earnings and capital surplus are to be distributed in cash in the unit of NT$, with portions lower than NT$1 round off. The sums of fractional shares under NT$1 in the distribution are subject to adjustments in descending order by amounts of fractions and ascending order of shareholder account numbers to match the total amount of earnings and capital surplus distributable.
(4) Ex-dividend date, distribution record date and distribution dates and matters thereof with respect to this earnings and capital surplus distribution and shall be determined by the Chairman under authorization; the Chairman under authorization by the Company may also perform adjustments in the event that there is change to dividend and rate to shareholders due to total number of outstanding shares of the Company following dividend distribution.
(5) The total cash dividends distributed this time are NT$58,337,205, which was distributed on April 19, 2023.

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Directors’ Remuneration Report of 2022
(1) As per Article 10-1 of the Company’s Corporate Governance Best Practice Principles, it is advisable that the Company furnish reports on the Directors’ remuneration in its regular Shareholders’ Meetings, including remuneration policies, contents of respective remuneration and their amounts, and their relevance to the performance appraisal results.
(2) Directors’ Remuneration Report of 2022 of the Company is attached as hereto as Annex 4. (Please refer to page 35~37)
Amendments to the “Sustainable Development Best Practice Principles” report

Comparison table for the amendments of “Sustainable Development Best Practice Principles” before and after revision is attached as hereto as Annex 5. (Please refer to page 38)

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FOUR. Matters for Ratification

Matter 1: Proposal and ratify the Business Report and Financial Statements of 2022.

(Proposed by the Board of Directors)

Explanation:

(1) Financial Statements and Consolidated Financial Statements of 2022 have been audited by Yen-Ta Su and Kuo-Tsung Chen of KPMG. A collate with Business Report of 2022 have been submitted to be audited by the Audit Committee, and the auditing has been completed.
(2) Business Report, Independent Auditors’ Report and the aforementioned Financial Statements of 2022, is attached as hereto as Annex 1. (Please refer to page 7~14) and Annex 3 (please refer to page 16~34).

Resolution:

Matter 2: Proposal and ratify for the distribution of 2022 earnings.

(Proposed by the Board of Directors)

Explanation:

Table of “Distribution of 2022 earnings” as adopted by resolution in the 11[th] meeting of the Company’s 9[th] Board meeting and reviewed by the Company’s Audit Committee, is attached as hereto as Annex 6. (Please refer to page 39).

Resolution:

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FIVE. Discussion Items

Matter: Amendment to the Articles of Incorporation.

(Proposed by the Board of Directors)

Explanation:

(1) In response to potential needs of future business operations, it is proposed to add the following scopes of services to the Company’s Articles of Incorporation in this amendment: “CC01080 Electronics Components Manufacturing”: “CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing”, “CE01010 General Instrument Manufacturing” and “Optical Instruments Manufacturing”, it is proposed to amend Article 2 regarding the scope of business.
(2) In response to the concrete dividend policies promulgated for listed companies by the Securities and Future Bureau, Financial Supervisory Commission, an amendment to remove or revise the term “in principle” and the like in provisions concerning the proportion, amount or segment of dividend distribution is made, it is proposed to amend Article 23 on dividends relevant regulations on the distribution ratio.
(3) Comparison table for the “Articles of Incorporation” before and after revision, is attached as hereto as Annex 7 (Please refer to page 40~41).

Resolution:

SIX. Extempore motion

SEVEN. Meeting Adjourned

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EIGHT. Annexes

Annex 1.

AIR ASIA Company Limited Business Report

Business Report of 2022
(1) Business Implement Outcome

Total revenue for 2022 was NT$4,069,229 thousand dollars, the net profit after tax was NT$13,489 thousand dollars, earnings per share after tax was NT$0.08.

(2) Budget Implementation

Annual business revenue was NT$4,069,229 thousand dollars in 2022, compared to the budgeted amount of NT$4,031,025 thousand dollars increased NT$38,204 thousand dollars; after-tax net profit was NT$13,489 thousand dollars, compared to the budgeted amount of NT$75,648 thousand dollars decreased NT$62,159 thousand dollars; the income increased as a result of the military aircraft business was stable and material revenue increased, but the pandemic related restrictions on entrance of commercial planes in the first three quarters. The revenue gross profit was thus lower than expected.

(3) Analysis of financial income and expenditure and profitability
- Company’s net profit after tax in 2022 was NT$13,489 thousand dollars, business revenue and profitability were as follows:
- A. Business revenue in 2022 was NT$4,069,229 thousand dollars, indicating a increased of NT$184,259 thousand dollars compared to NT$3,884,970 thousand dollars in 2021. This increase in income was mainly caused by as the epidemic slowed down, commercial aircraft business gradually entered the factory for maintenance.
- B. Net profit after tax in 2022 was NT$13,489 thousand dollars; it decreased NT$63,495 thousand dollars compared to NT$76,984 thousand dollars in 2021, The main cause was COVID-19 subsidy NT$78,893 thousand dollars in 2021; so the net profit after-tax decreased compared with the previous year.
Business Plan Overview of 2023
(1) The Business Side
- A. Commercial aircraft maintenance business

The Commercial Aircraft Business Unit is the professional repairing factory mainly engaged in single-aisle narrow-body/spur aircraft such as Boeing B737, Airbus A320 series, Bombardier Dash8-Q400 and ATR 42/72, based on the “maintaining existing customers” and “developing new customers” strategies, we will develop short, medium and long-term plans to expand capability and strive for new customers and fleets to enter the factory.

In recent years, the Company has used professional independence, competitive maintenance cycles, customized services and advantageous management, and implement various business development plans. In the first half of 2022, as pandemic still continues to influence out business, the Company adjusted its business strategies.

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We shifted to provide services related to handing over and returning airplanes. We provided a total of 5 aircraft handling over check services to the aircraft leasing 、 companies including Aercap SMBC. Since the second half of 2022, domestic routes in various countries have resumed, and countries in the Asia-Pacific region have lifted border controls, and international routes have gradually resumed operations. In order to catch up with the operational needs after the unblocking, airlines have grounded their aircraft to restore airworthiness. From the third quarter of 2022, we have received inquiries from many foreign airlines for quotes for hangar slot and C check or D check, and will enter the factory for maintenance in the fourth quarter. This year the number of maintained aircraft increased from 52 in last year to 60. During the epidemic period, it also actively prepared to build up the maintenance capability for ATR and P2012 has also shown results, including Mandarin Airlines and APEX Aviation Inc. The first aircraft all entered the factory for maintenance in the fourth quarter. In the post- epidemic era, we can expand the scope of services, expand the source of customers, and increase the Company’s overall revenue.

The Line Maintenance capability development preparation was completed in the year 2018. In 2019, it began to enter the main domestic airports such as Taoyuan, Taichung, Tainan and Kaohsiung. In the future, we will continue to extend northbound to Songshan Airport in line with customer demand, providing customers with immediate line maintenance services for shutdown. In response to the gradual slowdown of the COVID-19 epidemic, major customer groups have resumed flying month by month by the end of 2022, including Capital A Berhad (Thai AirAsia, Philippines AirAsia, AirAsia, AirAsia X, etc.), Thai Lion Air Group, Fly Gangwon, Royal Air Philippines, etc. The freight business has not been reduced due to the slowdown of the epidemic, and SF Airlines’ new Y8 route at Taoyuan Airport has also contributed to the increase in revenue. In addition, actively contact with Malindo Air, Thai Vietjet Air, etc. for cooperation matters. At present, the main airports for the resumption of operations are Taoyuan and Kaohsiung. Other Tainan and Taichung manpower will undertake the commercial maintenance of the National Airborne Service Corp. King Air 200 model NA-301, so as to fully utilize the manpower operation, avoid idleness, and increase revenue. In the future, we will strengthen manpower utilization and improve service quality, and actively apply for aircraft type certification (such as A330) from civil aviation agencies in various countries in order to strive for full agency services and increase overall revenue.

B. Government and military aircraft maintenance business

We exactly carried out the repair and maintenance business of various types of aircraft and accessories according to the contracts of “Air Force Second Logistics Command Military Factory Delegating Private Operation Project” and “Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project”, based on the principle of flight safety first. And we shall, on-time and as the quality required, complete the military commissioned work, ensure that annual repairs are completed, meet customer needs, support the shortage of troops, and carry out combat, drills, and training tasks.

We had fully used the transferred assets from Second Logistics Command in GOCO Project for performance of third-party operations (Pingdong Flight Repair Factory-

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FBO, spray paint, MRO/Taichung accessory factory-electroplating, hydraulic II certification items), in order to increase the overall revenue and create the operation results in GOCO project.

We shall actively strive for renewed contract (Jan. 1, 2022) of “Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project”, and to increase extended works on line maintenance and extra income.

Following with the Songshan Project awarded, the Company also actively bids for the Technical Order Update Project for the Fokker 50 model by the Education, Training and Doctrine Development Command, with projected revenue of EUR 110,000 annually and proposed execution of 5 years.

On Nov. 25, 2022, the contract renewal of “Air Force 2nd Logistics Command Military Factory Delegating Private Operation Project” (Jan. 1, 2023 – Dec. 31, 2027) with Air Force Command Headquarters was completed. To achieve the goal of sustainable operation.

To complete the Air Force’s replacement of the rainbow-shaped connection of the C- 130 aircraft middle wing, the military has issued a work order, with the first planned to start production in factory in Aug. 2023. The Second and third aircraft will be scheduled for PDM in accordance with the plane’s maintenance plan. Personnel from American original manufacturer will be assigned to complete the work of replacement and provide personnel training.

Based on relevant regulations of the "National Defense Industry Development Ordinances", military manufacturers are required to apply for a qualification certificate with a distinction of three levels: A, B, and C. This thereafter serves as a qualification and score when participating in procurement cases of the Ministry of National Defense. In cooperation with the Planning Office, the Company’s Military Aircraft Maintenance Business Unit is conducting several preparations to obtain the mentioned qualification certificate and engage in the national defense affairs, paving the way for the company to gain an utmost benefit .

C. Vertical Flight maintenance business

The Company has obtained the authorized maintenance center of American Bell Helicopter and Breeze-Eastern; currently has signed technical support agreements with Sikorsky Helicopter Company and Boeing Company (Helicopter).

To reliably fulfill the commercial management and maintenance accord reached for UH-60 Black Hawk helicopters of the National Airborne Service Corp. in 2021-2025, and ensure customer’s smooth missions and satisfactions in “flight safety first, quality priority, and fair maintenances”.

Signed a strategic business maintenance plan for OH-58D, CH-47SD, TH-67 and other helicopters with the ROC Army to carry out perform airframe, engines, and components business to support the reliability of the ROC Army ’s various aircraft fleets to meet the needs of combat training.

Riveted tail rotor drive shaft modification of TH-67and the procurement with maintenance project of AHRS Attitude & Heading Reference Systems for OH-58D are planned to continue implement replacement and partial delivery in 2023, which will effectively solve the problem of the proper rate of ROC Army.

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Using professional helicopter maintenance technology and plant equipment, plan and continue execute the GOCO project MD500 helicopter plant-level (D/L) planned IRAN maintenance operations.

Contending for the bidding of maintenance and materials procurement project for the National Airborne Service Corps UH-60M “Black Hawk” helicopter and its accessories to increase revenue.

We are awarded certificate of maintaining main rotor blade of S-70C helicopter. The main rotor blade which the Company is designated to repair for the Navy has been transported to the Company for maintenance; this brought increase in the revenue.

Continue to operate the inspection and repair operations of the rescue hoists and cargo hooks of National Airborne Service Corps, Air Force, Navy and Breeze-Eastern Company of South Korea DAPA. Strive for the maintenance of 30 KUH-1 helicopter cargo hooks of the Republic of Korea Army.

(2) Future Business development strategy
A. Commercial aircraft maintenance business

During the pandemic, many of the planes belonged to airlines and leasing companies were stored or grounded. In the post-pandemic era, they are urgently needed for resuming service to fulfill the demand of many countries after they lift lockdown restrictions. To many countries, local maintenance facilities could not meet the demand, and airliners are looking for cooperation with overseas maintenance facilities. Besides, aircraft that have been grounded for a long time need to undergo a complete structural inspection, so the clients are more cautious in evaluating the capabilities and relevant experience of maintenance facilities. Our company has built good reputation in this field in Asia-Pacific market, and has received positive feedback from the customers who had entrusted us to perform major inspections. In the future, the development of ATR aircraft models will mainly focus in Asia. In 2020, the Company launched market exploring and potential evaluation. Also, during the pandemic (2022), we obtained civil aviation authority licenses from countries such as Taiwan, the U.S., the Cayman Island, Bermuda, South Korea, and Indonesia. This is a significant step in opening up the market and a great help for business promotion. The Japan Civil Aviation Bureau also conducted an audit. We plan to obtain the Japan Civil Aviation Bureau license in the first quarter of 2023. We have also signed maintenance contracts with customers in Japan and South Korea. The short, Medium-term and long-term plans for the market are as follows:

a. Short-term goals:
Striving for Line Maintenance business: Actively strive for the Line Maintenance business of various airlines flying to Taiwan. Expecting through Line Maintenance, strive for further Heavy Maintenance markets.

As the COVID-19 pandemic gradually comes to an end in many countries, boarders are reopening and more flights are offering service. Companies are actively seizing opportunities and continuously expanding their aviation market. In addition to long-term contracted consumers for their B737 and A320 aircraft models, we are also targeting customers who are willing to negotiate on a perplane basis with high work hours and high profit margins. We are also seeking new customers for the ATR aircraft models.

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b. Medium-term goal: Obtain EASA certificate, expand the customer base and available aircraft models.
c. Long-term goal: Establish the threshold, boost service quality, digitalize factories and schedule quality meetings with clients regularly.
B. Government and military aircraft maintenance business

Establishment of Taiwan area hardware fastener plating center: Taichung's accessory plating workshop has 25 plating tanks, which can perform chrome plating, cadmium plating and anodizing. In order to expand the use of transferred equipment, manpower and strive for third-party operations, we have actively planned to handle ventilation and exhaust improve project, equipment maintenance, purchase and automation operation, and has acquired ISO 9001 and AS 9110 certification and apply to join “TYSIA”. Through marketing promotion, we will strive for electroplating and expand production capacity.

Applying NADCAP accreditation: In order to strive for the electroplating of civil aviation aircraft and expand the production capacity of the Taichung Electroplating Center, In Dec. 2022, the Company was recognized by the PRI Audit Association and was awarded the certification in Jan. 2023. Following that, the Company actively sought to improve the quality of its chemical processing services for domestic mechanical hardware as well as commercial aerospace components and fasteners, both domestically and internationally, in order to enhance its operational value.

Strive for industrial cooperation capacity development: F-16 hydraulic HYD-I, HYDII Taichung accessories factory has been certified with 29 hydraulic components maintenance capacity development. And 1 item for oxygen regulator industrial cooperation - realizable technology transfer. The industrial cooperation items regarding F-16 model still have 7 items for gasoline industrial cooperation - energy technology transfer, 16 items for natural gas power (environment control) industrial cooperation, 6 items for heavy load landing gear industrial cooperation - energy technology transfer, 10 items for electric industrial cooperation - energy technology transfer, and 16 items for P-3C propeller system industrial cooperation - realizable technology transfer in the future. After completing the capability preparation and certification, will include the transferred capability lists from the GOCO project of Air Force Second Logistics Command for the work commissioned outsourced maintenance operation by Air Force.

Actively expand the third-party operations: Actively expand third-party operations: plan to expand the third-party operation of Pingtung aircraft maintenance factory to execute FBO, civil aircraft paint spray or removal/MRO, Taichung accessory factory electroplating and surface treatment and other third-party operation. Thus, establish an “entry barrier” on Air Force Second Logistics Command’s state-owned privateoperating projects, in order to obtain the best favorable position for the renewal/new contract.

The certification of qualification level for military manufacturers: according to the setup and plan of Planning Office, actively complete servicing work related to the items of Military Aircraft Business Unit which are under evaluation, in order to obtain the certification of qualification level for military manufacturers by national defense

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industries, ensure the bidding qualification and advantages in cases related to national defense industries afterwards.

C. Helicopter Business Unit maintenance business

An application for hanging FAA certification is planned for expanding the repair business in Asia. Currently negotiating with the South Korean military and government agencies (UH-60 and KUH-1) Breeze-Eastern rescue hoists and cargo hooks repair/overhaul matters.

Applying for the trial research and repair operations for main rotor blade of Army UH60M, followed by upcoming plans for bidding the repairs of main rotor blade of UH60M under the Army, Air Force and National Airborne Service Corps as well as its expansion to the overseas.

The fuel tank structure and wiring harness overhauls for Army CH-47SD helicopters is developed with a view to generate revenue.

Promoting helicopter repair business in Asia to generate operation performance.

The Company continues to negotiate with Heli Service International GmbH for the corporation in maintenance of AW-169 helicopter for expanding repair capabilities and generating revenue.

The Company also sought to undertake the case of inspecting and updating Navy’s 500MD helicopter wiring to enhance revenue.

D. Make full use of the state-owned private-operating Dasheng camp to implement third party operation, in order to increase the maintenance capability. Now we have been certified by the civil aviation authority of the United States, Taiwan, Russia, Philippines, Indonesia, Cayman, South Korea, Vietnam, Bermuda and Laos, and may carry out the aircraft maintenance business of those countries. In the future, we will consider the needs of operation and catch up the civil aviation authority's renewal schedule and handle the Dasheng camp maintenance factory certification operation.
(3) The management side

In order to achieve the overall operational objectives, we will actively grasp the overall operation and function, adopt a professional division of talent adaptability and strengthen the management of teamwork, and continue to strengthen the following key points:

A. To improve the manpower of performance.
a. Continuous manpower reduction, aiming at maximizing per capita output value.
b. The recruitment channels and the selection process shall be objective and impartial in order to select suitable employees.
c. Reward the license holders and trained professionals to enhance the competitiveness of the civil aircraft business.
B. Professional Training to Cultivate Human Resources
a. Train technical manpower and reserve talents through school-to-work Programs with colleges and self-organized aircraft maintenance training courses to enhance qualified manpower and increase repair capability.
b. Introduce the youth employment workplace training program, emphasize on youth's workplace adaptability and professional skills learning, in order to improve youth’s job satisfaction and employment stability.

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c. Execute promotion plan for enterprise human power resources and manage trainings for different professional fields based on company’s policy and sufficient competency to keep increasing the quality of Company’s employees.
d. Organizing the Implementation Plans Governing Subsidy on Trainings for Creating Employment Stability for Middle-Aged and Elderly Employees, in which the professional capability courses are devised for middle-aged and elderly employees to strengthen their competitiveness at workplace.
e. Handling supervisor training for management functions, so as to produce the work team's coherence and management synergy.
f. Encourage and assist employees to obtain licenses in order to increase the proportion of civil aviation licenses holders in the whole employees and improve existing repair standards.
g. To acquire an evaluation certificate of the talent development and quality management for the training institution of enterprise, thus enhancing the operation efficiency of training system.
C. Manpower use and competitiveness
a. Continuous analysis of manpower usage and control of idle manpower, arrange job training, rotation and supporting for fully utilization of manpower.
b. Encourage production units to handle manpower exchange and training of second expertise, in order to meet the goals of cooperating with of working capability, adjusting human complementarily and reducing idle capability.
c. In line with work needs, actively adjust manpower by shifting and spelling, in order to strengthen competitiveness.
d. The manpower recruitment adopts a contract-signing method for people who both joined the B1 class set up for aircraft maintenance and civil aviation licenses by the industry-academy cooperative schools and passed the test on this subject.
D. Certification and quality improvement
a. Strive to obtain the EASA repair station and NADCAP special processing fabrication quality management system certification, and maintain the maintenance certificate granted by the civil aviation authorities of various countries and capability. Assist in the establishment of new capabilities according to business needs and effectively expand the market.
b. Implement comprehensive safety and comprehensive quality assurance with the Safety Management System and maintenance specifications. Actively prevent the occurrence of accidents, effectively control and reduce risks, and then improve safety and quality.
c. Establish CAA Civil Aviation Personnel Maintenance Training Institute, the maintenance personnel training is based on the training capability that is approved previously. And according to business and maintenance manpower needs, continue to increase training capability, an effort to optimize training quality and cut down costs.
E. Strict control and reduce operating costs
a. Use internal control and information systems to strictly control the budget and reduce company expenses.

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b. Strengthen price negotiation with suppliers, bear penalties by signing contracts, reduce operation cost, ensure company’s profits, and achieve set objectives.
c. Keep the reviewing of reduction of materials in stock and demand supplier to deliver by lot based on company’s requirement by order to achieve the goal “receive and ship” and to reduce period of material hoarding.
d. Expanding business sources and business conditions to reduce the time and cost of waiting for materials, Each Business Unit conducts project profit and loss view semi-annually, including project purchase of unused materials, to reduce the occurrence of excess materials.
e. In terms of the outsourced maintenance work, the Company has asked manufacturers to extend the warranty period to reduce the risk of warranty becoming void due to the expiration of the customer’s 12-month warranty clause.
f. With the one-stop logistics contract and the sharing of overseas and domestic transportation costs, the Company can reduce the cost of goods transportation.

Director： General Manager： Accounting manager：

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Annex 2.

Audit Committee Audit Report

The Business Report, Financial statements and Proposal for profit distribution of 2022 prepared by the Board of Director have been audited and certified by Yen-Ta Su, Kuo-Tsung Chen of KPMG. After reviewing such documents, this Audit Committee found no nonconformity, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

Air Asia Company Limited 2023 Annual General Meeting of Shareholders

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Audit Committee Convener:

February

22,

2023

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Annex 3.

AIR ASIA CO., LTD.

Parent Company Only Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

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Independent Auditors’ Report Translated from Chinese

To the Board of Directors of AIR ASIA CO., LTD.:

Opinion

We have audited the financial statements of AIR ASIA CO., LTD.( “ the Company ” ), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

Please refer to Note 4(n) “Revenue recognition”, Note 5(a) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(t) “Revenue from contracts with customers” to the financial statements.

Description of key audit matter:

Parts of the Company's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance

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obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of revenue recognition was appropriate.
Valuation for inventories

Please refer to Note 4(g) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(e) “Inventories” to the financial statements.

Description of key audit matter:

The maintenance materials prepared by the Company to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the assessment of valuation of inventories was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Understanding the net realizable value used by management for inventory valuation, as well as sampling and verifying the original transaction vouchers to test the rationality of the net realizable value of inventory.
Inspecting the inventory aging report, analyzing the changes of inventory aging, as well as sampling and checking the accuracy of the inventory aging report.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual disposal in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.

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Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going

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concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yen-Ta Su and Kuo-Tsung Chen.

KPMG

Tainan, Taiwan (Republic of China) February 23, 2023

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

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See accompanying notes to parent company only financial statements.

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See accompanying notes to parent company only financial statements.

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`亞洲航空股份有限公司`

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AIR ASIA CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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Independent Auditors’ Report Translated from Chinese

To the Board of Directors of AIR ASIA CO., LTD.:

Opinion

We have audited the consolidated financial statements of AIR ASIA CO., LTD.(“the Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

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`亞洲航空股份有限公司`

Description of key audit matter:

Parts of the Group's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of revenue recognition was appropriate.
Valuation for inventories

Please refer to Note 4(h) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(e) “Inventories” to the consolidated financial statements.

Description of key audit matter:

The maintenance materials prepared by the Group to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the assessment of valuation of inventories was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Understanding the net realizable value used by management for inventory valuation, as well as sampling and verifying the original transaction vouchers to test the rationality of the net realizable value of inventory.
Inspecting the inventory aging report, analyzing the changes of inventory aging, as well as sampling and checking the accuracy of the inventory aging report.

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Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual disposal in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.

Other Matter

The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of consolidated Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and

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`亞洲航空股份有限公司`

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on this consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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The engagement partners on the audit resulting in this independent auditors’ report are Yen-Ta Su and Kuo-Tsung Chen.

KPMG

Tainan, Taiwan (Republic of China) February 23, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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Annex 4.

Directors’ Remuneration Report of 2022

The remuneration of the Company's Directors and Independent Directors is governed by the Company's “Articles of Incorporation” and the Company's “Regulations Governing the Remuneration of Directors and Managers,” which only pays regular transportation expenses with no extra directors or supervisors’ bonus.

The remuneration of the Company's Chairman is governed by the Company's “Regulations Governing the Remuneration of Directors and Managers.” In addition to regular salary, year-end bonus will be given based on financial performance indicators, talent cultivation status, quality and risk control performance result. If any special contribution is performed, it will be reviewed by Remuneration Committee and reported to Board of Directors for bonus.

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Remuneration Paid to Directors and Independent Directors

Title		Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)					Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee
		Wage(A)		Passion(B)		Director’s bonus(C)		Business execution fee s(D)		Sum of A, B, C and D and their percentages to the net income				Wage, award and special expenses, etc. (E)		Passion (F)		Employee’s bonus(G) (Note 6)				Sum of A, B, C, D, E, F and G and their percentages to the net income (%)
	Name	Thi s	All compa nies in	This	All compan ies in	This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This company		All companies in the financial report		Whether to receive the remuneration from the
		co mp any	the financi al report	com pan y	the financi al report	com pany	the financi al report	com pany	the financi al report	Tota l	Perce ntage	Tota l	Perce ntage	comp any	the financi al report	comp any	the financi al report	Cash amo unt	Share amou nt	Cash amo unt	Share amoun t	Total	Perce ntage	Total	Perce ntage
Chairma n (Note 1)	Lu, Tian- Lin	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	3,672	3,672	0	0	0	0	0	0	3,792	28.11%	3,792	28.11%	None
Director (Note 1)	Chen, Chin- Ming	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	0	0	0	0	0	0	0	0	120	0.89%	120	0.89%	None
Director (Note 1)	Shih, Kuan- Yu	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	0	0	0	0	0	0	0	0	120	0.89%	120	0.89%	None
Director (Note 1)	Li, Wen- Hsin	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	683	683	0	0	0	0	0	0	803	5.95%	803	5.95%	None
Director (Note 1)	Li, Yueh- Tsung	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	0	0	0	0	0	0	0	0	120	0.89%	120	0.89%	None
Director (Note 2)	You, Zhen- Wei	0	0	0	0	0	0	120	120	120	0.89%	120	0.89%	0	0	0	0	0	0	0	0	120	0.89%	120	0.89%	None
Director (Note 2)	Jheng, Su-Hua (Note 3)	0	0	0	0	0	0	37	37	37	0.27%	37	0.27%	0	0	0	0	0	0	0	0	37	0.27%	37	0.27%	None
Director (Note 2)	Li, Yu- Ying (Note 4)	0	0	0	0	0	0	83	83	83	0.62%	83	0.62%	0	0	0	0	0	0	0	0	83	0.62%	83	0.62%	None
Independ ent Director	Ko, Jen-Wei	360	360	0	0	0	0	0	0	360	2.67%	360	2.67%	0	0	0	0	0	0	0	0	360	2.67%	360	2.67%	None
Independ ent Director	Kao, Jung- Chih	360	360	0	0	0	0	0	0	360	2.67%	360	2.67%	0	0	0	0	0	0	0	0	360	2.67%	360	2.67%	Nome
Independ ent Director	Lin, Chang- Ching	360	360	0	0	0	0	0	0	360	2.67%	360	2.67%	0	0	0	0	0	0	0	0	360	2.67%	360	2.67%	Nome
Independ ent Director	Yang, Ya- Po	360	360	0	0	0	0	0	0	360	2.67%	360	2.67%	0	0	0	0	0	0	0	0	360	2.67%	360	2.67%	Nome

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Title		Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)					Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee
		Wage(A)		Passion(B)		Director’s bonus(C)		Business execution fee s(D)		Sum of A, B, C and D and their percentages to the net income				Wage, award and special expenses, etc. (E)		Passion (F)		Employee’s bonus(G) (Note 6)				Sum of A, B, C, D, E, F and G and their percentages to the net income (%)
	Name	Thi s	All compa nies in	This	All compan ies in	This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This company		All companies in the financial report		Whether to receive the remuneration from the
		co mp any	the financi al report	com pan y	the financi al report	com pany	the financi al report	com pany	the financi al report	Tota l	Perce ntage	Tota l	Perce ntage	comp any	the financi al report	comp any	the financi al report	Cash amo unt	Share amou nt	Cash amo unt	Share amoun t	Total	Perce ntage	Total	Perce ntage
1. Please address in details about remuneration payment policy, system, standard and structure of Independent Directors and address in details about connections of amounts of remuneration based on factors including duties, risks, time of involvement, etc.: All Independent Directors are members of Audit Committee, Remuneration Committee and Risk Management Committee, and they have to take on the duty for discussing and deciding on agendas of the meetings, so they receive a monthly salary of NT$30,000. Subject to the Company's “Articles of Incorporation” and the Company's “Regulations Governing the Remuneration of Directors and Managers,” which no extra Independent Directors’ bonus. 2. Except as disclosed in the above table, the director of company provide service to all companies in the financial report (if serving as the non-employee consultants for the Parent/all companies contained in the financial statement/re-invested businesses): None.
Note 1: Legal representative of Taiwan Aerospace Corp. Note 3: Resign on Apr. 22, 2022 Note 2: Legal representative of Taiwan Sugar Cop. Note 4: Took office on Apr. 22, 2022 Note 5: Directors of the company only receive NTD 10,000 for business execution fees, as independent directors receive NTD 30,000 for regular wages. And according to Articles of Incorporation, no director’s bonus paid to either directors or supervisors. Note 6: On February 22, 2023, the Board of Directors decided to approve the payment of 2022 employees’ bonus in cash for NT$341 (K). The detail of proposed distribution amount for this year has not been approved, so the distribution amount is estimated according to the ratio of actual distribution amount last year.

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Annex 5.

AIR ASIA Company Limited Comparison table for the amendment of “Sustainable Development Best Practice Principles” Before and after revision

	Before the Revision		After the Revision	Addition Note
	(Added this Article)		*Article 27-1.* *The Company should continue to* *pour resources into cultural and* *artistic activities or cultural and* *creative industries through* *donation, sponsorship,* *investment, procurement,* *strategic cooperation, corporate* *voluntary technical services or* *other support modes to promote* *cultural development.*	This Article is added in response to the government’s encouragement to enterprises on supporting art and cultural events and facilitating sustainable development of culture.
	Article 31. These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021.		Article 31. These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021.Third *amendment was made on March* *22, 2023.*	Adds the date of revision.

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Annex 6.

Air Asia Company Limited Distribution of 2022 earnings

	Unit`：`New Taiwan Dollar	Unit`：`New Taiwan Dollar
Item	Amount
	Subtotal Amount	Total Amount
Unappropriated retained earnings at beginning	47,533
Net profit of 2022	13,488,687
Legal reserve	(1,348,869)
Reversal of Special Reserves	613,355
Retained earnings available for appropriation as of December31,2022		12,800,706
Items of distribution:
Cash dividend to shareholders (NT$0.0789 pershare)	(12,785,571)
Stock dividend to shareholders (NT$0per share)	0
Distributable items amount		(12,785,571)
Unappropriated retained earnings at end		15,135

Note: The amount of the distribution of earnings is given priority to net income of 2022.

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Director: General Manager: Accounting Manager:

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Annex 7.

AIR ASIA Company Limited Comparison table for the amendments of “Articles of Incorporation” Before and after revision

Before the Revision After the Revision Article 2. Article 2. The Company operates the The Company operates the following business: following business: CD01060 Aircraft and Parts CD01060 Aircraft and Parts Manufacturing Manufacturing I101100 Aviation Consultancy I101100 Aviation Consultancy F214070 Aircraft & Parts F214070 Aircraft & Parts Retailing Retailing F114070 Wholesale of Aircraft F114070 Wholesale of Aircraft and Parts and Parts JE01010 Rental and Leasing JE01010 Rental and Leasing Business Business ZZ99999 All businesses that are ZZ99999 All businesses that are not prohibited or restricted by not prohibited or restricted by law, except those subject to law, except those subject to special approval special approval G501020 Civil Aviation Agency G501020 Civil Aviation Agency G799990 Other Supporting G799990 Other Supporting Services to Transportation Services to Transportation F112060 Airport, Harbor and F112060 Airport, Harbor and Industry Port Gasoline Stations Industry Port Gasoline Stations J201051 Approved Training J201051 Approved Training Organizations Organizations CC01080 Electronics Components Manufacturing CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing CE01010 General Instrument Manufacturing CE01030 Optical Instruments Manufacturing Article 23. Article 23.

The Company's dividend policy is based on the principle of stability and balance. In addition to considering the profit of the shareholders, the Company shall take into account the impact of the Company's operations. The

Addition Note

An item has been added to scope of services herein in response to the Company’s new business operations in Fiber-Optic Gyroscope (FOG) manufacturing.

In response to the concrete dividend policies promulgated for listed companies by the Securities and Future Bureau, Financial Supervisory Commission, an

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Company allocates the at least 50% annual distributable surplus to shareholders’ dividend according to factors such as financial, business and operational aspects. The distribution of surplus is prioritized by cash dividends and may also distribute by stock dividends. However, the proportion of stock dividends shall not higher than 50% of the total dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are far less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge. (from here,followingis omitted)		Company allocates the at least 50% annual distributable surplus to shareholders’ dividend according to factors such as financial, business and operational aspects. The distribution of surplus is prioritized by cash dividends and may also distribute by stock dividends. However, the proportion of stock dividends shall not higher than 50% of the total dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are far less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge. (from here,followingis omitted)	amendment to remove or revise the term`“`in principle`”`and the like in provisions concerning the proportion, amount or segment of dividend distribution is made.
Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954……The thirty- fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty- ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022.		Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954……The thirty- fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty- ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022.The forty-first amendment *was made on May 23, 2023.*	Adds the date of revision.

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NINE. Appendixes

Appendix 1

AIR ASIA Company Limited Sustainable Development Best Practice Principles (Before the revision)

Chapter I General Principles

Article 1 In order to assist the Company to fulfill the corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, hereby jointly adopt the Principles to be followed by the Company.
Article 2 The Principles applies to the Company, including the entire operations of each such company and its business group.
In the course of the Company’ business operations, to actively fulfill sustainable development in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.
Article 3 In fulfilling sustainable development initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. TWSE/GTSM Listed Companies shall conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations relevant risk management policies or strategies in accordance with the principle of materiality.
Article 4 To implement sustainable development initiatives, the Company is advised to follow the principles below:
Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance disclosure of sustainable development information.
Article 5. The Company shall take into consideration the correlation between the development of domestic and international sustainable development principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the Board of Director and then reported to the shareholders meeting.
When a shareholder proposes a motion involving sustainable development, the Company's Board of Director is advised to review and consider including it in the shareholders meeting agenda.

Chapter 2 Exercising Corporate Governance

Article 6. The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice

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Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.

Article 7. The Directors of the Company shall exercise the due care of good administrators to urge the Company to perform its sustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies.

The Board of Director of the Company in the Company's performance of its sustainable development initiatives, including the following matters:

Identifying the Company's sustainable development mission or vision, and declaring its sustainable development policy, systems or relevant management guidelines;
Making sustainable development the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for sustainable development initiatives; and
Enhancing the timeliness and accuracy of the disclosure of sustainable development information.

The Board of Director shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the Board of Director. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8. The Company is advised to, on a regular basis, organize education and training on the implementation of sustainable development initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.
Article 9. For the purpose of managing sustainable development initiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the sustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Director on a periodic basis.
The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.

Article 10. The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable development issues which they are concerned about.

Chapter 3 Fostering a Sustainable Environment

Article 11. The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.

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Article 12. The Company is advised to endeavor to improve energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13. The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
Collecting sufficient and up-to-date information to evaluate the impact of the Company's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
Article 14. The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
Article 15. The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
Reduce resource and energy consumption of their products and services.
Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Enhance the durability of products.
Improve efficiency of products and services.
Article 16. To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures. The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
Article 17. The Company shall assess the impact of climate change and take measures to cope with related issues, and the Company's current and future potential risks and opportunities.
The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company.
Indirect greenhouse gas emissions: emissions resulting from the generation of incoming electricity, heating, or steam.
Other Indirect Emissions: Emissions resulting from activities of the Company, which are not indirect energy emissions but from the emission sources owned or controlled by other companies.

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The Company is advised to monitor the impact of climate change on their operations and should establish company policy for energy conservation and carbon and greenhouse gas reduction, water use reduction or other waste management based upon their operations and greenhouse gas emissions, displacement and total weight of waste. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.

Chapter 4 Preserving Public Welfare

Article 18. The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.

The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

Presenting a corporate policy or statement on human rights.
Evaluating the impact of the Company's business operations and internal
management on human rights, and adopting corresponding handing processes.
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
In the event of any infringement of human rights, the Company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to any employee's grievance in an appropriate manner.

Article 19. The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 20. The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents. The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 21. The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

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Article 22. The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives. The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 22-1. A TWSE/GTSM listed company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. Said company shall also develop the relevant strategies and specific measures for implementation.
Article 23 The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the Company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 24. The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services of customer health and safety, customer privacy and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
Article 25. The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society. The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26. The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
The Company should assess the impact its procurement has on environment, occupational safety and health, labor rights of the community from which procurements are made as well as cooperate with its suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact

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on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

When the Company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

Article 27. The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter 5 Enhancing Disclosure of Sustainable Development Information

Article 28. The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their sustainable development initiatives to improve information transparency. Relevant information relating to sustainable development which TWSE/GTSM listed companies shall disclose includes:
The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the Board of Director.
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
Goals and measures for realizing the sustainable development initiatives established by the companies, and performance in implementation.
Major stakeholders and their concerns.
Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
Other information relating to sustainable development initiatives.
Article 29. The Company shall adopt internationally widely recognized standards or guidelines when producing sustainable reports, to disclose the status of their implementation of the sustainable development policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

Article 30. The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to

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examine and improve their established sustainable development framework and to obtain better results from the implementation of the sustainable development policy.

Article 31. These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021.

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Appendix 2

AIR ASIA Company Limited Articles of Incorporation (Before the revision)

Chapter I General Provisions

Article 1. The Company shall be organized in accordance with the provisions of the Republic of China Company Act relating to companies limited by shares, and shall be named 亞洲航空股份有限公司,亞洲航空 to be call in short. Its English name shall be “AIR ASIA COMPANY LIMITED”, AIR ASIA or AACL be called in short.
Article 2. The Company operates the following business:
CD01060 Aircraft and Parts Manufacturing
I101100 Aviation Consultancy
F214070 Aircraft & Parts Retailing
F114070 Wholesale of Aircraft and Parts
JE01010 Rental and Leasing Business
ZZ99999 All businesses that are not prohibited or restricted by law,
except those subject to special approval.
G501020 Civil Aviation Agency
G799990 Other Supporting Services to Transportation
F112060 Airport, Harbor and Industry Port Gasoline Stations
- J201051 Approved Training Organizations
Article 2-1. The total amount of its re-investment is not subject to the restriction on the 40% of
```
 - re-investment amount as prescribed by paragraph 2 of Article 13 of Company Act.
```
Article 2-2. The Company may require external guarantees as needed.
Article 3. The Company’s head office is located in Tainan City (Taiwan, R.O.C.), and branch offices or factory may be set up inside and outside of the country when necessary upon a resolution of the Board of Directors.
Article 4. Public announcements of the Company shall be made in accordance with Article 28 of Company Art.

Chapter II Shares

Article 5. The overall capital size of the Company is set at NT$2.1 Billion, including 210 million (210,000,000) shares at a par value of NT$10 per share; the Board of Directors be authorized to the number of shares may be issued in installments.
Article 6. The Company issuing and printing shares shall assign its share certificates with serial numbers, shall indicate the following particulars on such share certificates, and the

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share certificates shall be affixed with the signatures or personal seals of the Director representing the Company, and shall be duly certified or authenticated by the bank. The Company not printing its share certificate in accordance with the provision of the preceding paragraph shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

Article 6-1. In the case of Company decide to cease the public issue of shares, pursuant to paragraph 1 of Article 156-2 of the Company Act, shall propose to Shareholders’ meeting for resolution.

Article 7. Transfer of shares shall not be set up as a defense against the Company, unless the name/title and residence domicile of the transferee have been recorded in the shareholders' roster.
Article 8. The entries in the shareholders' roster referred to in the preceding paragraph shall not be altered within sixty (60) days prior to the convening date of a regular meeting of shareholders, or within thirty (30) days prior to the convening date of a special meeting of shareholders, or within five (5) days prior to the target date fixed by the Corporation for distribution of dividend, bonus or other benefits.

Chapter III Shareholders’ Meetings

Article 9. The Shareholders’ meeting of the Company includes the general meeting of shareholders and the special meeting of shareholders. A general meeting shall be held at least annually and called by the Board of Directors (the “Board”) within six (6) months following the end of a fiscal year.
Article 10. Notice shall be sent to all shareholders for the convening of Shareholders’ meetings. For the general meeting of shareholders, any meeting notice shall be given at least thirty (30) days before the meeting date; and at least fifteen (15) days in advance for the special meeting.
Article 11. Unless otherwise specifically provided by the Company Act or by applicable law, the resolution of Shareholders’ meetings shall be adopted if it is approved by the vote of a majority of the shareholders present at a meeting at which a quorum of more than one-half (1/2) of the total outstanding shares held by attending shareholders is met.
Article 11-1. When the Company holds a Shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means in accordance with the provision of Article 177-2 of the Company Act regarding companies that shall adopt electronic voting:
When the Company holds a Shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by

correspondence). When voting rights are exercised by correspondence or electronic

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means, the method of exercise shall be specified in the Shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motion and amendments to original proposals.

Article 12. A shareholder may appoint a proxy to attend a Shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.

Article 13. The Chairman of the Company shall preside Shareholders’ meetings. In the event the Chairman is on leave or absent or unable to attend the meeting in person, a Board Director shall be designated to act on the behalf of the Chairman at the meeting. In the absence of such a designation, the Directors of the Board shall elect from among themselves an acting Chairman.

Chapter IV Directors and Other functional committees

Article 14. The Board shall consist of seven (7) to eleven (11) Directors. The term for all Directors is for three (3) years, renewable upon re-election. The above-mentioned number of Directors of the Company shall consist of at least three Independent Directors, and shall not less than one fifth of the total number of Directors. In case a candidates’ nomination system is adopted by the Company for election of the Directors (Including Independent Directors) of the Company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the Company.
Article 15. The Board of Directors shall elect a Chairman of the Board Directors from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors, and may also elect in the same manner a Vice Chairman of the Board in accordance with the provisions of the Articles of Incorporation. In case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the provisions of Article 208 of Company Art.
Article 16. The Company has implemented General Manager Responsibility System, the execution of the business is the responsibility of the general manager. The Company's business policy and other major issues shall be decided by the Board of Directors. Except for the first time the Board of Directors of each session is handled in accordance with Article 203 of the Company Act, the rest is convened by the chairman of the Board of Directors.
Article 17. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by a

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majority of the Directors. All Board Directors shall attend Board meetings in person; if attendance in person is not possible, they may, pursuant to the Company's articles of incorporation, appoint another Director to attend as their proxy. Attendance via tele- or video-conference is deemed as attendance in person.

Article 18. Pursuant to Article 14-4 of the Securities Exchange Act, the Company shall establish either an Audit Committee or a supervisor. The Audit Committee shall be composed of the entire number of Independent Directors.
Article 18-1. The compensation paid to Directors for their services shall be determined by the Board with recommendations from the Remuneration Committee and consideration of the Directors’ participation in and devotion to the operation of the Corporation and the Company’s operating performance as well as with reference to the common practical standards.
Article 18-2. The Company shall create a Remuneration Committee and any number of functional committees. The Board shall set forth, by resolution(s), the requirements applicable for developing committee bylaws.

Chapter V Managerial Personnel

Article 19. The Company may have one or more managerial personnel in accordance with Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of Company Act.
Article 20. (Deleted)

Chapter VI Accounting

Article 21. The Company’s fiscal year shall be from January 1 of each year to December 31 of the same fiscal year. At the close of each fiscal year, the Board of the Directors shall prepare Business report, the financial statements and the stock dividend distribution or loss off-setting proposals to the Shareholders’ meeting for ratification.
Article 22. In the case of a profit, the Company shall set aside 1%~3% of the profit to be compensation for employees. If there are accumulated losses, the value to make up for the losses should be set aside first, reserved in advance to offset the deficits.
Article 22-1. In the case of a profitable fiscal year, the Company shall pay taxes in accordance with the law, make up accumulated deficits, then allot 10% to the statutory surplus reserve, except for the statutory surplus reserve has reached the total paid-in capital of the Company. In accordance with regulations, the remaining balance shall be appropriated or reversed special reserves. If there is still surplus, and accumulated undistributed earnings, the Board of Directors shall submit an allocation proposal. If dividend is distributed in issued new shares, shall be made in accordance with the provisions of Article 214 of the Company Law. If dividend is distributed in cash,

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shall be made in accordance with the provisions of Article 23-2 of Article of Incorporation.

Article 23. The Company's dividend policy is based on the principle of stability and balance. In addition to considering the profit of the shareholders, the Company shall take into account the impact of the Company's operations.

The Company allocate the at least 50% annual distributable surplus to shareholders’ dividend according to factors such as financial, business and operational aspects. The distribution of surplus is prioritized by cash dividends and may also distributed by stock dividends. However, the proportion of stock dividends shall not higher than 50% of the total dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are far less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge.

The Board meeting shall be attended by two-thirds of the total Directors, and resolved by a majority votes at the Board meeting, to distribute dividends and bonuses in whole or in part to be paid in cash, and report to the Shareholders’ meeting.

Article 24. Rules governing the organization of the Company as well as other important bylaws shall be prescribed separately by the Board of Directors.
Article 25. Matters not prescribed under this Articles of Incorporation shall be governed by and construed in accordance with the provisions of Company Act.
Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954.The first amendment was made on February 9, 1955. The second amendment was made on June 18, 1956. The third amendment was made on February 6, 1959. The fourth amendment was made on April 1, 1959. The fifth amendment was made on July 28, 1959. The sixth amendment was made on January 24, 1966. The seventh amendment was made on June 28, 1967.The eighth amendment was made on June 7, 1968. The ninth amendment was made on August 14, 1972. The tenth amendment was made on July 31, 1973. The eleventh amendment was made on April 28, 1975. The twelfth amendment was made on August 27, 1975. The thirteenth amendment was made on April 12, 1976. The fourteenth amendment was made on December 4, 1986. The fifteenth amendment was made on April 20. 1987. The sixteenth amendment was made on September 14, 1987. The seventeenth amendment was made on September 30, 1987. The eighteenth amendment was made on June 2, 1988. The nineteenth amendment was made on July 29, 1988. The twentieth amendment was made on May

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8th, 1989. The twenty-first amendment was made on May 8th. 1992. The twentysecond amendment was made on February 24, 1994.The twenty-third amendment was made on December 16, 1994. The twenty-fourth amendment was made on May 7th, 1999. The twenty-fifth amendment was made on April 26, 2000. The twentysixth amendment was made on April 29, 2002. The twenty-seventh amendment was made on June 20, 2003. The twenty-eighth amendment was made on June 28, 2005. The twenty-ninth amendment was made on June 24, 2008. The thirty amendment was made on June 15, 2012. The thirty-first amendment was made on December 17, 2012. The thirty-second amendment was made on June 8, 2016. The thirty-third amendment was made on June 19, 2017. The thirty-fourth amendment was made on September 25, 2017. The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on August 25, 2021. The fortieth amendment was made on June 15, 2022.

Article 26-1. This Articles of Incorporation, Articles 14, 18, 18-1 of Chapter 4 and Article 21 of Chapter 6 was amended and approved on June 15, 2012, shall be applicable after the expiration of the term of the Directors and supervisors elected on the July 30, 2009. However, if the Shareholders' meeting decides to re-elect all Directors in advance, the revised provisions shall apply.

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Appendix 3

AIR ASIA Company Limited Rules of Procedures for Shareholders’ Meeting

Article 1. To establish a strong governance system and sound supervisory capabilities for the Company’s Shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2. The rules of procedures for the Company’s Shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless otherwise provided by law or regulation, the Company’s Shareholders’ meetings shall be convened by the Board of Directors.
Changes in the manners of convening the Company’s Shareholders’ meetings shall be resolved by the Board of Directors no later than the delivery of Shareholders’ meeting notice.

The Company shall prepare electronic versions of the Shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders’ meeting or before 15 days before the date of a special Shareholders’ meeting. The Company shall prepare electronic versions of the Shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders’ meeting or before 15 days before the date of the special Shareholders’ meeting. However, in the case of the Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders’ register at the time of holding of the regular Shareholders’ meeting in the most recent fiscal year, the Company shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders’ meeting is to be held. In addition, before 15 days before the date of the Shareholders’ meeting, the Company shall also have prepared the Shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and

supplemental materials shall also be displayed at the Company and the professional shareholder services agent.

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亞洲航空股份有限公司

Air Asia Co., Ltd

The Company shall furnish the meeting agenda and supplemental materials on the date of the Shareholders’ meeting via the following manners:

Where the Shareholders’ meeting is held in a physical manner, the said materials shall be distributed on site.
Where the Shareholders’ meeting is held in a physical manner with assistance of video, the said materials shall be distributed on site, and the electronic file of the said materials shall be submitted to the video conference platform.
Where the Shareholders’ meeting is held in video conference, the electronic file of the said materials shall be submitted to the video conference platform.

The reasons for convening a Shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Matters pertaining to election or discharge of Directors, amendment of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by Directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in paragraph 1, Article 185 of Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the of meeting notice, and not be brought up as extemporary motions.

The convening of the Shareholders’ meeting has stated the full re-election of Directors and the date of appointment. After the re-election of the Shareholders’ meeting, the same meeting shall not change its appointment date by temporary motion or other means.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular Shareholders’ meeting. Such proposals, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may submit proposal proposed for urging a company to promote public interested or fulfill its social responsibilities. In terms of procedure, it shall be limited to the regulations in Article 172-1 of the Company Act; such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda.

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亞洲航空股份有限公司

Air Asia Co., Ltd

Prior to the book closure date before a regular Shareholders’ meeting is held, the Bank shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular Shareholders’ meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a Shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4. For each Shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders’ meeting, and shall deliver the proxy form to the Company before 5 days before the date of the Shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5. The venue for a Shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a Shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.

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亞洲航空股份有限公司

Air Asia Co., Ltd

Where the Company convenes the Shareholders’ meeting via video conference is not limited by the venue for a Shareholders’ meeting as stated in the preceding paragraph.

Article 6. The Company shall specify in its Shareholders’ meeting notices the time during which shareholder, solicitors and proxies (collectively, “shareholders”) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. The Shareholders’ meeting in video conference manner shall be open for registration at least 30 minutes prior to the time the meeting commences. Shareholders having completed the registration will be deemed to have attended the meeting in person.

Shareholders shall attend Shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Where a Shareholders’ meeting of the Company is convened via video conference, a shareholder intending to join the meeting in such manner shall make a registration to the Company before two days before the date of the Shareholders meeting.

Where a Shareholders’ meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other meeting materials shall be uploaded to the video conference platform at least 30 minutes prior to the time the meeting commences and be retained until the meeting has been concluded.

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亞洲航空股份有限公司

Air Asia Co., Ltd

Article 6-1. Where the Company convenes its Shareholders’ meeting via video conference, the notice of such Shareholders meeting shall contain the following:

Manners for shareholders to attend such video conference and exercise their rights.
The handling in events of obstacles for the video conference platform or attendance via video conference due to natural disaster, incidents or force majeure shall include the following:
- i. The time required in events aforesaid obstacles proceed and cannot be excluded and a deferral or resumption is required, and the date if a postponement or a resumption of the meeting is required.
- ii. Shareholders without registration on the attendance of original Shareholders’ meeting via video conference may not attend the deferred or resumed meeting.
- iii. Where a video-assisted Shareholders’ meeting is convened, if the video conference cannot be preceded, the meeting shall continue if the total shares represented by the attending shareholders less shares represented by shareholders attending via video conference meets the quorum. Where a shareholder attends the Shareholders’ meeting via video conference, the number of shares represented by him/her in the attendance will be tallied in the total number of shares represented by attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting.
- iv. Handling for circumstances which the results for all proposals have been announced yet the extemporary motions have not been preceded.
Convening of a Shareholders’ meeting via video conference, which shall also specify the appropriate alternatives to be provided to shareholders having difficulties attending via video conference manners.
Article 7. If a Shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing Directors to act as chair, or, if there are no managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the managing Directors or the Directors shall select from among themselves one person to serve as chair.

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亞洲航空股份有限公司

Air Asia Co., Ltd

When a managing Director or a Director serves as chair, as referred to in the preceding paragraph, the managing Director or Director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person Director that serves as chair.

It is advisable that Shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of the Board in person and attended by a majority of the Directors, at least one supervisor in person, and at least one member of each Functional Committee on behalf of the Committee. The attendance shall be recorded in the meeting minutes.

If a Shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders’ meeting in a non-voting capacity. Article 8. The Company, beginning from the time it accepts shareholder attendance

registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders’ meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where the Shareholders’ meeting is convened via video conference, the Company shall make an uninterrupted recording of the registration procedure, the proceedings of the Shareholders’ meeting, and the voting and vote counting procedures as well as an uninterrupted audio and video recording of the proceedings of the entire Shareholders’ meeting.

The Company shall well preserve the aforementioned materials and audio and video recording during its existence, and shall provide the audio and video recording to the party entrusted to facilitate video conference for preservation.

Where the Shareholders’ meeting is convened via video conference, it is advisable that the Company make audio and video recording to the video conference platform backend interface.

Article 9. Attendance at Shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards and number of shares

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Air Asia Co., Ltd

held by shareholders registering for attendance via video conference handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. Relevant information on the number of non-voting rights and shares attended are announced at the same time.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. Where a Shareholders’ meeting is convened via video conference, the Company shall make public disclosures concerning the adjournment of that the Shareholders’ meeting on the video conference platform otherwise.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders’ meeting shall be convened within 1 month. Where the Shareholders’ meeting is convened via video conference, a shareholder intending to join the meeting in such manner shall make another registration to the Company in accordance with Article 6 hereof.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the Shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10. If a Shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Unless otherwise resolved at the Shareholders’ meeting, the Chairman cannot announce adjournment of the Shareholders’ meeting before all the discussion items (including extempore motions) set forth in the agenda are resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a Shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.

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亞洲航空股份有限公司

Air Asia Co., Ltd

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the Shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. And arrange adequate voting time.

Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a Shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. Where the Shareholders’ meeting is convened via video conference, shareholders may raise questions on the video conference platform for the Shareholders’ meeting after the chair has declared commencement of meeting and before the meeting has been declared adjourned, on the conditions which

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亞洲航空股份有限公司

Air Asia Co., Ltd

only two questions are allowed for each proposal and each question is limited to 200 words; provisions of paragraphs 1 to 5 hereof shall not apply. Where the question raising as mentioned in the preceding paragraph contains no violation or is not beyond the scope of proposals, it is advisable that such questions disclosed on the video conference platform for Shareholders’ meeting for the knowing of the attendees.

Article 12. Voting at a Shareholders’ meeting shall be calculated based the number of shares.

With respect to resolutions of Shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When the Company holds a Shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence means, the method of exercise shall be specified in the Shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written

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亞洲航空股份有限公司

Air Asia Co., Ltd

declaration of intent to the Company before 2 days before the date of the Shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the Shareholders’ meeting in person or via video conference, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the Shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for Shareholders’ meeting proposals or elections shall be conducted in public at the place of the Shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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亞洲航空股份有限公司

Air Asia Co., Ltd

Where the Company convenes the Shareholders’ meeting via video conference, shareholders attending the meeting via video conference shall, after the chair has declared the meeting commenced, cast votes on the various proposals as well as the election on the video conference platform, and shall complete such voting prior to chair declaration of the end of voting. Shareholders casting votes overdue will be deemed as having waivered their rights. Where the Shareholders’ meeting is convened via video conference, a one-time vote count shall be conducted after the chair has declared the end of voting, with the voting and election results announced. Where the Company convenes a video-assisted Shareholders’ meeting, a shareholder intending to attend the physical meeting in person after having registered for attendance via video conference as per Article 6 herein shall make a declaration to cancel such registration via the same manner as registration; shareholders performing overdue cancellation are only allowed to attend the Shareholders’ meeting via video conference. A shareholder exercising his/her voting rights by correspondence or electronic means who has not cancelled his/her declaration and intends to attend the meeting via video conference may not exercise his/her voting rights over or make amendments to the original proposals or exercise the voting rights over the amendments to the original proposals. Article 14. The election of Directors or supervisors at a Shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as Directors and supervisors and the numbers of votes with which they were elected and the list of unsuccessful Directors and supervisors and their voting rights obtained. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. Article 15. Matters relating to the resolutions of a Shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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亞洲航空股份有限公司

Air Asia Co., Ltd

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the statistical tallies of the numbers of votes), the election of Directors, the results of voting shall be announced, including the numbers of votes in each and shall be retained for the duration of the existence of the Company. Where the Shareholders’ meeting is convened via video conference, the meeting minutes to such meeting shall, in addition to matters required to be recorded pursuant to the preceding paragraph, record the commencement and adjournment times of the meeting, manners the meeting is convened, its char and the name of the note taker, and the handling in events of obstacles for the video conference platform or attendance via video conference due to natural disaster, incidents or force majeure.

Where the Company convenes the Shareholders’ meeting via video conference, in addition to handling in accordance with the provisions in the preceding paragraph, the Company shall specify the convening via such manner on the meeting minutes and provide alternatives to shareholders having difficulties in attending the Shareholders’ meeting via video conference.

Article 16. On the day of a Shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending in correspondence or electronically, and shall make an express disclosure of the same at the place of the Shareholders’ meeting. Where a Shareholders’ meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other meeting materials shall be uploaded the aforementioned material to the video conference platform at least 30 minutes prior to the time the meeting commences, and its disclosure shall be retained until the meeting has been concluded.

Where the Company convenes the Shareholders’ meeting via video conference, when the chair has announced the meeting commenced, the Company shall disclose the total of shares represented by attending shareholders on the video conference platform. Where the total number of shares and voting rights represented by attending shareholders are tallied during the meeting shall also apply.

If matters put to a resolution at a Shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock

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亞洲航空股份有限公司

Air Asia Co., Ltd

Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. Article 17. Staff handling administrative affairs of a Shareholders’ meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor”. At the place of a Shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. Article 18. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a Shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act. Article 19. Where the Shareholders’ meeting is convened via video conference, the Company shall disclose the voting and election results on the video conference platform for the Shareholders’ meeting at a timely manner following the end of voting, and such disclosure shall be retained for at least 15 minutes after the chair has declared the meeting adjourned. Article 20. Where the Company convenes the Shareholders’ meeting via video conference, the chair and the note taker shall be at the same domestic location, and the chair shall declare the address to such location when the meeting commences. Article 21. Where the Shareholders’ meeting is convened via video conference, the Company may provide shareholders with basic connection tests and provide at a timely manner related services before and during the meeting to facilitate the handling of technical issues arising from communications.

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Air Asia Co., Ltd

Where the Shareholders’ meeting is convened via video conference, the chair shall announce otherwise at the meeting commencement the matters not requiting deferral or resumption of meeting as provided in Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies. In addition, prior to declaring the meeting adjourned, in events that there are obstacles to the video conference platform or attendance via video conference retained for 30 minutes or over due to natural disaster, incidents or other force majeure, the meeting shall be deferred or resumed within five days, and provisions in Article 182 of the Company Act shall not apply.

Where the meeting is required to be deferred or resumed upon the occurrence of the preceding paragraph, shareholders without registration to attend the original Shareholders’ meeting may not attend the deferred or resumed meeting. Where a meeting is required to be deferred or resumed pursuant to Paragraph 2 herein, number of shares presented in the attendance of the original Shareholders’ meeting and the exercised voting and election rights of a shareholder having registered to attend the original meeting via video conference and having completed his/her registration failing to attend the deferred or resumed meeting shall be tallied to the total number of shares and number of voting and election rights represented by an attending shareholder in the deferred or resumed meeting. Where the Shareholders’ meeting is deferred or resumed pursuant to Paragraph 2 hereof, proposals with completed voting and vote counts as well as public disclosure of voting results and the lists of Directors or supervisors elect will require no additional discussion and resolution. Where the Company convenes a video-assisted Shareholders’ meeting, in the event of failure to resume the video conference as prescribed in Paragraph 2, if the quorum is met after the total number of shares represented by all attending shareholders less those represented by shareholders attending via video conference, the Shareholders’ meeting may proceed without needs to defer or resume the meeting pursuant to Paragraph 2 herein. Where there are circumstances which the meeting shall be proceeded as provided in the preceding paragraph, the number of shares represented by the shareholders attending via video conference shall be tallied in the total shares represented by all attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting.

Where the Company has deferred or resumed the meeting pursuant to Paragraph 2 herein, the Company shall transact preliminary works as relevant in

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Air Asia Co., Ltd

accordance with the original date of the Shareholders’ meeting and various provisions under the Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. In the periods as provided in the second paragraph of Article 12 and Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall convene the Shareholders’ meeting in the deferred or resuming date as provided in the Paragraph 2 herein.

Article 22. Where the Company convenes a Shareholders’ meeting via video conference, the Company shall provide alternatives as applicable if a shareholder has difficulties attending such meeting.
Article 23. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022.

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Air Asia Co., Ltd

Appendix 4

AIR ASIA Company Limited Shareholdings of all Directors

Book closure date`：`March 25,2023	Book closure date`：`March 25,2023	Book closure date`：`March 25,2023	Book closure date`：`March 25,2023	Book closure date`：`March 25,2023
			shareholdings of shareholders’ list on
Title	Name		book closure date
			Shares(Note)	%
Chairman of the Board	Lu, Tian-Lin	Taiwan Aerospace Corp. Representative	103,029,023	63.57
Member of the Board	Chen, Chin- Ming
Member of theBoard	Li, Wen- Hsin
Member of the Board	Shih, Kuan- Yu
Member of the Board	Li, Yueh- Tsung
Member of theBoard	Li, Yu-Ying	Taiwan Sugar Corporation Representative	19,898,469	12.27
Member of theBoard	You, Zhen- Wei
Independent Director	Ko, Jen-Wei		-	-
Independent Director	Kao, Jung-Chih		-	-
Independent Director	Lin, Chang-Ching		-	-
Independent Director	Yang, Ya-Po		-	-
Total			122,927,492	75.84

NOTE:

As of book closure date of the Shareholders’ Meeting (March 25, 2023), the total issued shares were 162,047,791 shares, and the minimum shareholdings by all Directors were 9,722,867 shares.
In accordance with Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, if more than two Independent Directors are elected, the shareholdings by all Directors and supervisors outside the Independent Directors shall be reduced to 80%. The Company has set up an Audit Committee, so no applicable for the minimum shareholdings by the supervisors.

Disclaimer: this document is a translation from the Chinese version. In the case for any discrepancy the original document shall supersede this version.

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AI assistant

AACL — AGM Information 2023

52173_rns_2023-05-23_ad1a6742-0a31-4260-afbf-c91d94789ac6.pdf

Stock code ： 2630

Handbook

Table of Contents

ONE. Meeting Procedure

TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2023 Annual General Shareholders’ Meeting

2. Chairman’s Statement

4. Matters for Ratification

5. Matters for Discussion

THREE. Report Items

FOUR. Matters for Ratification

FIVE. Discussion Items

SIX. Extempore motion

SEVEN. Meeting Adjourned

EIGHT. Annexes

Annex 1.

AIR ASIA Company Limited Business Report

B. Government and military aircraft maintenance business

Audit Committee Audit Report

To

AIR ASIA CO., LTD.

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of key audit matter:

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

亞洲航空股份有限公司

AIR ASIA CO., LTD. AND SUBSIDIARIES

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

亞洲航空股份有限公司

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

亞洲航空股份有限公司

KPMG

Notice to Readers

Directors’ Remuneration Report of 2022

Remuneration Paid to Directors and Independent Directors

AIR ASIA Company Limited Comparison table for the amendment of “Sustainable Development Best Practice Principles” Before and after revision

Air Asia Company Limited Distribution of 2022 earnings

AIR ASIA Company Limited Comparison table for the amendments of “Articles of Incorporation” Before and after revision

NINE. Appendixes

AIR ASIA Company Limited Sustainable Development Best Practice Principles (Before the revision)

Chapter I General Principles

AIR ASIA Company Limited Articles of Incorporation (Before the revision)

Chapter I General Provisions

Chapter III Shareholders’ Meetings

Chapter IV Directors and Other functional committees

Chapter V Managerial Personnel

Chapter VI Accounting

AIR ASIA Company Limited Rules of Procedures for Shareholders’ Meeting

AIR ASIA Company Limited Shareholdings of all Directors

More from AACL

AACL AGM Information 2023

Stock code `：` 2630

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`