O N E R E P O R T 2 0 2 2 OVERVIEW BUSINESS OVERVIEW AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL INFORMATION SUSTAINABLE BUSINESS DEVELOPMENT 25 In November 2011, Asia Aviation acquired an additional 1 percent shareholding from Mr. Tassapon Bijleveld and held 51 percent in Thai AirAsia. Asia Aviation then became a public company on 26 December 2011 with a registered capital of Baht 485,000,000 and a paid-up capital of Baht 410,000,000, being common shares of 4,100,000,000 shares at the par value of Baht 0.10 per share. Asia Aviation was listed on the Stock Exchange of Thailand on 31 May 2012 under the ticker symbol “AAV” with the fully paid-up capital. The Company used the proceeds from the Initial Public Offering (IPO) to increase its share in Thai AirAsia to 55 percent by subscribing to newly issued shares of the airline. Thai AirAsia, a joint venture between Asia Aviation, who held 51 percent shareholding in Thai AirAsia (Pre-IPO), and AirAsia Aviation Group Limited (“AAAGL”) (formerly AirAsia Investment Ltd.), who held 49 percent, was incorporated on 19 September 2003 to operate a low-fare airline business with a registered capital of Baht 400,000,000. AAAGL is a holding company wholly owned by AAB, a listed company in Bursa Malaysia who operates a low-fare carrier AirAsia in Malaysia. On 29 May 2012, Thai AirAsia increased its registered capital to Baht 435,555,600, being the common shares of 43,555,560 shares at the par value of Baht 10 per share. Asia Aviation has subscribed to the newly issued shares, raising its shareholding to 55 percent while AAAGL was diluted to 45 percent. Capital A Berhad (“Capital A”) (Formerly AirAsia Group Berhad) was established on 16 April 2018 and has assumed the listing status of AAB, holding 100 percent of AAAGL’s stake. Thai AirAsia established a wholly-owned subsidiary, Asia Aviation Center Company Limited on 27 January 2021, to be the academy institution of learning and competency development for aviation tourism and hospitality industries. In May 2021, Thai AirAsia invested in Teleport Everywhere Pte Ltd (Singapore), a company under Capital A operating cargo businesses, with 6.2% shareholding. Due to the COVID-19 pandemic, the Extraordinary General Meeting of Shareholders No. 1/2021 of Asia Aviation, held on 26 November 2021, resolved to approve the allocation of newly-issued ordinary shares and the issuance and offering of Convertible Bonds in a Private Placement and Right Offering. The net proceeds from such transitions were Baht 13,805.42 million (after deducting expenses in connection with the offering). The purpose of utilisation of capital increase approved by the Shareholders’ Meeting were to paying off loans and interest from financial institutions, paying for the purchase of the remaining shares in Thai AirAsia, raising capital in Thai AirAsia and/or lend to Thai AirAsia for it to repay the long-term bonds including interest, and use as working capital. Asia Aviation began the Shareholding Restructuring Plan on 8 December 2021 by increasing its shareholding in Thai AirAsia from 55.0 percent to 69.2 percent and purchased the remaining 30.8 percent of the shares to solely hold 100 percent shares in Thai AirAsia on 20 January 2022, spending approximately Baht 7,800 million. 3. INVESTMENT STRUCTURE (GRI 2-9) Investment structure as of 31 December 2022 is as follows; AirAsia Aviation Group Limited Board of Directors and Management Other Investors Asia Aviation 100% 100% 43% 19% 38% Thai AirAsia (Operating Company) Asia Aviation Center 6.2%(1) Teleport Everywhere Pte Ltd (Singapore) (1) The remainder is held by companies under Capital A
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