Circular To Shareholders In Relation To The Following:- (i) Proposed Corporate Restructuring Comprising:- (A) Proposed Reduction Of 99.9% Of The Issued Share Capital Of Airasia X Berhad ("AAX" OR THE "COMPANY") Pursuant To Section 116 Of The Companies Act, 2016 ("PROPOSED SHARE CAPITAL REDUCTION"); And (B) Proposed Consolidation Of Every 10 Existing Ordinary Shares In AAX ("AAX SHARES" OR "SHARES") Into 1 AAX Share ("PROPOSED SHARE CONSOLIDATION"); (ii) Proposed Fundraising Comprising:- (A) Proposed Renounc

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the next course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part

of the contents of this Circular.

AIRASIA X BERHAD

(Registration No. 200601014410 (734161-K))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE FOLLOWING:-

1. PROPOSED CORPORATE RESTRUCTURING COMPRISING:-
2. 1. PROPOSED REDUCTION OF 99.9% OF THE ISSUED SHARE CAPITAL OF AIRASIA X BERHAD ("AAX" OR THE "COMPANY") PURSUANT TO SECTION 116 OF THE COMPANIES ACT, 2016
      ("PROPOSED SHARE CAPITAL REDUCTION"); AND
   2. PROPOSED CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES IN AAX ("AAX SHARES" OR "SHARES") INTO 1 AAX SHARE ("PROPOSED SHARE CONSOLIDATION");

1. PROPOSED FUNDRAISING COMPRISING:-
2. 1. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW AAX SHARES TO RAISE GROSS PROCEEDS OF UP TO RM300.0 MILLION ("PROPOSED RIGHTS ISSUE"); AND
   2. PROPOSED ISSUANCE AND ALLOTMENT OF NEW AAX SHARES TO RAISE GROSS PROCEEDS OF UP TO RM200.0 MILLION ("PROPOSED SHARE SUBSCRIPTION");

1. PROPOSED GRANTING OF THE SUBSCRIPTION OPTION (AS DEFINED HEREIN) TO THE SPV (AS DEFINED HEREIN).

IN CONJUNCTION WITH THE PROPOSED DEBT RESTRUCTURING (AS DEFINED HEREIN) PURSUANT TO SECTION 366 OF THE COMPANIES ACT, 2016

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRINCIPAL ADVISER

MERCURY SECURITIES SDN BHD

(Registration No. 198401000672 (113193-W))

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Extraordinary General Meeting of the Company ("EGM") will be held as a fully virtual meeting via live streaming and online remote voting from the Broadcast Venue at Level 6, RedQ, Jalan Pekeliling 5, Lapangan Terbang Antarabangsa Kuala Lumpur (klia2), 64000 KLIA, Selangor Darul Ehsan, Malaysia on Tuesday, 1 June 2021 at 3.00 p.m. or at any adjournment thereof. The Notice of EGM together with the Form of Proxy are enclosed with this Circular.

If you decide to appoint a proxy or proxies for the EGM, you must complete, sign and return the Form of Proxy and deposit it at the registered office of the Company at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia on or before the date and time indicated below or at any adjournment thereof. You also have the option to lodge the proxy appointment electronically via TIIH Online website at https://tiih.onlinebefore the lodgement cut-off time as indicated below. For further information on the electronic lodgement for Form of Proxy, please refer to the enclosed Administrative Guide of the EGM. The lodging of the Form of Proxy will not preclude you from participating and voting at the virtual EGM should you subsequently decide to do so.

Last date and time for lodging the Form of Proxy for the EGM	: Sunday, 30 May 2021 at 3.00 p.m.
Date and time of the EGM	:	Tuesday, 1 June 2021 at 3.00 p.m.
Broadcast Venue of the EGM	:	Level 6, RedQ, Jalan Pekeliling 5, Lapangan Terbang
		Antarabangsa Kuala Lumpur (klia2), 64000 KLIA, Selangor
		Darul Ehsan, Malaysia

This Circular is dated 10 May 2021

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

AAX or Company	: AirAsia X Berhad (200601014410 (734161-K)),	incorporated in
		Malaysia
AAX Group or Group	:	Collectively, AAX and its subsidiaries
AAX Shares or Shares	:	Ordinary shares in the capital of AAX
Act	:	Companies Act, 2016
Additional Subscription	: Such number of new AAX Shares issued and allotted pursuant to
Shares		any exercise of the Subscription Option
Board	: Board of Directors of the Company
Bursa Depository	: Bursa Malaysia Depository Sdn Bhd (198701006854 (165570-W)),
		incorporated in Malaysia
Bursa Securities	: Bursa Malaysia Securities	Berhad (200301033577 (635998-W)),
		incorporated in Malaysia
CCM	: Court convened meetings of the Scheme Creditors under Section
		366 of the Act
Circular	:	This circular to Shareholders in relation to the Proposals
Consolidated Shares	: AAX Shares following the	completion of the	Proposed	Share
		Consolidation
COVID-19	:	Coronavirus disease 2019
Cut-Off Date	: 30 June 2020, being the	cut-off date for the	Proposed	Debt
		Restructuring (which may be subject to further modification and
		finalisation)
Directors	:	Directors of AAX
EGM	: An extraordinary general meeting of the Company to be convened
		for the Proposals
Entitled Shareholders	: Shareholders whose names appear in the Record of Depositors of
		the Company at the close of business on the Rights Entitlement Date
		in order to be entitled to participate in the Proposed Rights Issue
EPS	:	Earnings per share
Foreign-Addressed	: Shareholders who have not provided to the Company a registered
Shareholders		address in Malaysia for the service of documents which will be issued
		in connection with the Proposed Rights Issue
FPE	:	Financial period ended
FYE	:	Financial year ended
High Court	: High Court of Malaya
LAT	:	Loss after taxation

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DEFINITIONS (cont'd)
LBT	:	Loss before taxation
Listing Requirements	:	Main Market Listing Requirements of Bursa Securities
LPD	: 16 April 2021, being the latest practicable date prior to the printing of
		this Circular
Market Day	:	Any day on which Bursa Securities is open for trading in securities
Maximum Scenario	:	Assuming that:-
		(i)	all the Entitled Shareholders and/or their renouncee(s) fully
			subscribe for their respective entitlements under the
			Proposed Rights Issue; and
		(ii)	all RM200.0 million of the Subscription Shares are fully
			subscribed by the Placees (which may comprise the SPV
			and/or other investors)
MCO	: Movement control order issued by the Government of Malaysia from
		time to time under the Prevention and Control of Infectious Diseases
		Act 1988 and the Police Act 1967 (including subsequent phases of
		movement control orders)
Mercury Securities or	: Mercury	Securities Sdn Bhd (198401000672 (113193-W)),
Principal Adviser		incorporated in Malaysia
Minimum Scenario	:	Assuming that:-
		(i)	the Proposed Rights Issue is undertaken on the Minimum
			Subscription Level, i.e. RM100.0 million; and
		(ii)	the SPV subscribes for RM50.0 million of the Subscription
			Shares and none of the remaining Subscription Shares are
			subscribed
Minimum Subscription	: Minimum subscription level of the Proposed Rights Issue to raise
Level		minimum proceeds of RM100.0 million, which is intended to be
		fulfilled in the manner as set out in Section 4.1.2 of this Circular
NA	:	Net assets
PAT	:	Profit after taxation
PBT	:	Profit before taxation
Placee(s)	: Pursuant to the Proposed Share Subscription, the subscribers of up
		to RM200.0 million new AAX Shares which may comprise the SPV
		and/or other investors
Proposals	:	Collectively, Proposed Corporate Restructuring and Proposed
		Fundraising (including the proposed granting of the Subscription
		Option to the SPV)
Proposed Corporate	: Collectively, the Proposed Share Capital Reduction and Proposed
Restructuring		Share Consolidation
Proposed Debt	: Collectively, the Proposed Debt Settlement and Proposed Waiver
Restructuring		(which are subject to further modification and finalisation)

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DEFINITIONS (cont'd)
Proposed Debt	: Proposed debt settlement with Scheme Creditors of up to RM200.0
Settlement		million in the manner as set out in Section 2.2 of this Circular (which
		is subject to further modification and finalisation)
Proposed Fundraising	:	Collectively, the Proposed Rights Issue and Proposed Share
		Subscription
Proposed Rights Issue	: Proposed renounceable rights issue of new AAX Shares to raise
		gross proceeds of up to RM300.0 million
Proposed Share Capital	: Proposed reduction of 99.9% (which was revised from 90% as
Reduction		initially announced on 6 October 2020) of the issued share capital of
		AAX pursuant to Section 116 of the Act
Proposed Share	: Proposed consolidation of every 10 existing AAX Shares into 1
Consolidation		Consolidated Share
Proposed Share	: Proposed issuance and allotment of new AAX Shares to raise gross
Subscription		proceeds of up to RM200.0 million (which includes the commitment
		of SPV to subscribe for the Subscription Shares of up to RM50.0
		million as further described in Section 4.2.1 of this Circular)
Proposed Waiver	: Proposed waiver, in its entirety, of such amount in excess of the
		Settlement Sum, and all and any other sums incurred or suffered or
		which may be incurred or suffered by AAX on or after the Cut-Off
		Date arising from or in connection with these debts and liabilities
		(including interest, penalty interest, etc.) or any sums or amounts due
		and owing to all or any of the Scheme Creditors on or after the Cut-
		Off Date howsoever arising (whether actual, contingent or disputed)
Record of Depositors	: A record of securities holders established by Bursa Depository under
		the Rules of Bursa Depository
Revised Business Plan	: The revised business plan of the Group as set out in Section 7.2 of
		this Circular (which is subject to modification and finalisation)
Rights Entitlement Basis	: Entitlement basis for the Rights Shares to be determined and
		announced later by the Board
Rights Entitlement Date	: A date to be determined and announced later by the Board, at the
		close of business on which the Shareholders must be registered in
		the Record of Depositors of the Company as at 5.00 p.m. in order to
		be entitled to participate in the Proposed Rights Issue
Rights Issue Price	:	Issue price of the Rights Shares
Rights Shares	: New AAX Shares to be issued and allotted pursuant to the Proposed
		Rights Issue to raise gross proceeds of up to RM300.0 million
RM and sen	:	Ringgit Malaysia and sen respectively
Rules	:	Rules on Take-overs, Mergers and Compulsory Acquisitions
Rules of Bursa Depository	: Rules of Bursa Depository as issued pursuant to the	Securities
		Industry (Central Depositories) Act, 1991
Scheme Creditors	: Creditors of AAX whose debts are to be dealt with	under the
		Proposed Debt Restructuring

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DEFINITIONS (cont'd)
Settlement Sum	: Settlement sum of up to RM200.0 million to be paid by AAX to the
		Scheme Creditors pursuant to the Proposed Debt Settlement
Share Consolidation	: A date to be determined and announced later by the Board, at the
Entitlement Date		close of business on which the Shareholders must be registered in
		the Record of Depositors of the Company as at 5.00 p.m. in order to
		be entitled to participate in the Proposed Share Consolidation
Shareholders	:	Registered holders of the Shares
SPV	: A special purpose vehicle company, in which Dato' Lim Kian Onn (a
		director of AAX) is a shareholder, which will enter into the SPV Share
		Subscription Agreement with AAX. For the avoidance of doubt, the
		other shareholders of the SPV may include Dato' Lim Kian Onn's
		nominees and/or other investors who wish to participate in the
		Proposed Share Subscription through the SPV
SPV Share Subscription	:	Conditional share subscription agreement to be entered into
Agreement		between AAX and the SPV in relation to the subscription of the (i)
		Subscription Shares of up to RM50.0 million (forming part of the total
		RM200.0 million of Subscription Shares which may be issued
		pursuant to the Proposed Share Subscription) and (ii) Additional
		Subscription Shares
Subscription Option	: Option for the SPV to subscribe for such number of new AAX Shares
		representing up to 15% of the enlarged total number of AAX Shares
		(excluding treasury shares, if any) at any point of time during the
		Subscription Option Period pursuant to the SPV Share Subscription
		Agreement
Subscription Option	: A period of 36 months for any exercise of the Subscription Option
Period		commencing from the completion of the Proposed Rights Issue
Subscription Shares	: New AAX Shares to be issued and allotted pursuant to and as part
		of the Proposed Share Subscription to raise gross proceeds of up to
		RM200.0 million
TEAP	:	Theoretical ex-all price
USD	:	United States Dollar
VWAP	:	Volume weighted average market price

All references to "you" in this Circular are to the Shareholders.

In this Circular, words referring to the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations, unless otherwise specified.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to time and date in this Circular shall be a reference to Malaysian time and date, unless otherwise stated. Any discrepancies in the tables between the actual figures, amounts stated and the totals in this Circular are, unless otherwise explained, due to rounding.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by the Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that the Company's plans and objectives will be achieved.

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