AACL — Proxy Solicitation & Information Statement 2026

May 13, 2026

AIR ASIA Co., Ltd.
Reference materials for the 2026 General Meeting of Shareholders

ONE. Matters for Ratification

Matter 1: Proposal and ratify the Business Report and Financial Statements of 2025.
(Proposed by the Board of Directors)

Explanation:
(1) Financial Statements and Consolidated Financial Statements of 2025 have been audited by Yen-Ta Su and Yung-Hsiang Chen of KPMG. A collate with Business Report of 2025 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 2025, is attached as hereto as Annex 1. (Please refer to page 7~11) and Annex 3 (please refer to page 13~31).

Resolution:

Matter 2: Proposal and ratify for the distribution of 2025 earnings.
(Proposed by the Board of Directors)

Explanation:
Table of “Distribution of 2025 earnings” as adopted by resolution in the 12th meeting of the Company’s 10th Board meeting and reviewed by the Company’s Audit Committee, is attached as hereto as Annex 6. (Please refer to page 37).

Resolution:

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TWO. Discussion Items

Matter 1: Amendment to the "Articles of Incorporation" of the Company.

(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: "CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing", "E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering" and "F401010 International Trade", it is proposed to amend Article 2 regarding the scope of business.

(2) Comparison table for the "Articles of Incorporation" before and after revision, is attached as hereto as Annex 7 (Please refer to page 38~39).

Resolution:

Matter 2: Amendment to the Rules of Procedures for Shareholders' Meeting.

(Proposed by the Board of Directors)

Explanation:

(1) To comply with the revisions made by the Taiwan Stock Exchange to the "Rules of Procedures for Shareholders' Meeting", it is proposed to amend Paragraph 4 of Article 3 and add Paragraphs 8 through 11 to Article 13.

(2) Comparison table for the "Rules of Procedures for Shareholders' Meeting" before and after revision, is attached as hereto as Annex 8 (Please refer to page 40~44).

Resolution: