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ANNUAL REPORT Our Vision to Be the World’S Five Star Value Carrier (FSVC)

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ANNUAL REPORT Our Vision to Be the World’S Five Star Value Carrier (FSVC) 2009 ANNUAL REPORT Our Vision To be The World’s Five Star Value Carrier (FSVC). Our Mission To be a consistently profitable airline. Our Customer Value Proposition To deliver Malaysian Hospitality, hassle free all the way, and in doing so reflect our nation’s highest ambitions. Our Brand Promise MH. More than just an airline code. It is where everything comes from the heart. Where different cultures and needs are understood. And respect is not learnt from a training manual. It is us treating everyone like a guest in our home. And ensuring smooth journeys all the way. This is MH. MH is Malaysian Hospitality. Contents 2 Journey of Transformation 6 Notice of Annual General Meeting 8 Statement Accompanying the Notice of Annual General Meeting 9 Corporate Information 10 Group Structure 11 Board of Directors 20 Senior Management 28 Financial and Statistical Highlights 38 Chairman’s Statement 42 Managing Director’s Statement 50 Operational Review 54 Route Network 58 Details of Board of Directors’ Meeting 59 Audit Committee Report 63 Statement of Internal Control 68 Statement of Corporate Governance 84 Statement of Corporate Social Responsibility 88 List of Company Properties 91 Analysis of Shareholdings 104 Financial Report 232 Corporate Directory 234 Appendix 235 Proxy Form 2 MALAYSIAN AIRLINE SYSTEM BERHAD (10601-W) BTP 2 Journey 2009 Memorandum of Agreement with MH Big Sweep 2 foundations in Terengganu and Frost & Sullivan Award Kota Bahru for aircraft engineers & ELF: ‘Weekend Specials for E & M pilot training launched’ GMR, India joint MAS Ticket Office at Enrich - GOM programme venture with E & M SkyPark Terminal opens launched MATTA Fair 2009 MAS Stimulus Package Jan Mar May Feb Apr Jun Malaysia Airlines Travel Fair Skytrax World’s 2nd MATF & Global (MATF) 2009 Best Cabin Staff Low Fares oneMH - Serve Customers, 5 Star Airline MAS 36th Annual Make Money, Save Money Italian Award for MD/CEO General Meeting (SMS) launched Get-A-Deal/MAS Family Q1 Financial Results ELF: ‘Weekend Specials’ Programme IATA 65th AGM - launched Best Air Cargo Carrier 2009 (Asia) MAS is host MH Value Fares goes international RM244mil profit for FY2008 Jet Airways - MH codeshare Annual Report 2009 3 BTP 2 JOURNEY 2009 PSS2: Cutover New freighter route successful for MASkargo MAS moves from New purchase of Avient- Senai - Narita Terminal 3 to Terminal crew system for Crew Best Inflight Meals in 4 in London Heathrow Planning & Deployment Economy Class 2008 Asia’s Leading Airline Launch of Business JAL Award for by World Travel First product MASkargo Awards 2009 Jul Sept Nov Aug Oct Dec Mini Townhall with LIMA 2009 Asean Pass launched Tengku Dato’ Azmil Announcement of Tribute to Tun Razak Zahruddin menu launched rights issue and First Boeing 777 aircraft acquisition Airline of the year 2008 operates to LAX Award for MASkargo Flymas.mobi launched MAS & Mercy sign Dato’ Sri Idris Jala a 3-year MoU under appointed as Minister in programme ‘Change the PM’s department for Charity’ Tengku Dato’ Azmil Zahruddin appointed as Managing Director 4 MALAYSIAN AIRLINE SYSTEM BERHAD (10601-W) Annual Report 2009 5 Making reservations easy with a wide choice of ticketing channels to suit everyone’s needs. PURCHASE 6 MALAYSIAN AIRLINE SYSTEM BERHAD (10601-W) Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Thirty Ninth Annual General Meeting of Malaysian Airline System Berhad will be held at the Auditorium, 1st Floor, South Wing, MAS Academy, No. 2 Jalan SS7/13, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan on Monday, 21 June 2010 at 10.00 a.m. for the following purposes:- AGENDA AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2009 and the Reports of Resolution 1 Directors and Auditors thereon. 2. To re-elect the following Directors who retire pursuant to Article 139 of the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:- (i) Dato’ Mohamed Azman bin Yahya Resolution 2 (ii) Tengku Dato’ Azmil Zahruddin bin Raja Abdul Aziz Resolution 3 (iii) Datuk Seri Panglima Mohd Annuar bin Zaini Resolution 4 3. To consider and if thought fit, to pass the following Ordinary Resolution pursuant to Section 129(6) of the Resolution 5 Companies Act, 1965:- “THAT Dato’ N. Sadasivan a/l N. N. Pillay, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next Annual General Meeting.” 4. To approve the payment of Directors’ fees for the financial year ended 31 December 2009. Resolution 6 5. To re-appoint Messrs. Ernst & Young as Auditors of the Company for the financial year ending 31 December Resolution 7 2010 and authorise the Directors to fix their remuneration. AS SPECIAL BUSINESS To consider and if thought fit, to pass the following Ordinary Resolution:- 6. Authority to Allot and Issue Shares “THAT subject to the Companies Act, 1965 (the Act), the Articles of Association of the Company, approval Resolution 8 from the Bursa Malaysia Securities Berhad and other government or regulatory bodies, where such approval is necessary, full authority be and is hereby given to the Board of Directors pursuant to Section 132D of the Act, to issue shares in the capital of the Company at any time upon such terms and conditions and for such purposes as the Directors may in their discretion deem fit, provided always that the aggregate number of shares to be issued shall not exceed 10% of the issued share capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” To consider and if thought fit, to pass the following Special Resolution:- 7. Proposed Amendments to the Articles of Association Resolution 9 “THAT the proposed amendments to the Articles of Association of the Company as contained in the Appendix 1 attached to the Annual Report 2009 be and are hereby approved AND THAT the Directors of the Company be and are hereby authorised to assent to any modifications, variations and/or amendments as may be considered necessary to give full effect to the Proposed Amendments to the Articles of Association of the Company.” 8. To transact any other ordinary business for which due notice has been given. Resolution 10 BY ORDER OF THE BOARD SHAHJANAZ BINTI KAMARUDDIN (LS 0009441) Company Secretary 27 May 2010 Selangor Darul Ehsan Annual Report 2009 7 NOTICE OF ANNUAL GENERAL MEETING Explanatory NOTES ON SPECIAL BUSINESS Ordinary Resolution 8 Resolution pursuant to Section 132D, Companies Act, 1965. Ordinary Resolution 8, if passed, will empower the Directors to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company, subject to compliance with the relevant regulatory requirements. The approval is sought to avoid any delay and cost in convening a general meeting for such issuance of shares. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting. Special Resolution 9 Special Resolution 9 on the Proposed Amendments to the Articles of Association of the Company refers to the payment of dividend, interest or other moneys payable in cash directly by electronic transfer into shareholders’ accounts opened and maintained with a financial institution based in Malaysia. This would promote greater efficiency and align the payment system to the national agenda of migrating to electronic payment. In addition, the Special Resolution 9, if passed, will bring the Articles of Association of the Company in line with the recent amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Please refer to Appendix 1 in the Annual Report 2009 for details on the Proposed Amendments to the Articles of Association. Notes: 1. A member entitled to attend and vote at the Meeting is entitled to appoint more than two (2) proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer or attorney duly authorised. 3. A holder may appoint more than two (2) proxies to attend the Meeting. Where a member appoints two (2) or more proxies, he shall specify the proportion of his shareholding to be represented by each proxy. 4. The right of foreigners to vote in respect of their deposited securities is subject to Section 41(1)(e) and Section 41(2) of the Securities Industry (Central Depositories) Act, 1991 and the Securities Industry (Central Depositories) (Foreign Ownership) Regulations, 1996. The position of such Depositors in this regard will be determined based on the General Meeting Record of Depositors. Such Depositors whose shares exceed the Company’s foreign shareholding limit of 45% as at the date of the General Meeting Record of Depositors may attend the above Meeting but are not entitled to vote. Consequently, a proxy appointed by such Depositor who is not entitled to vote will also not be entitled to vote at the above Meeting. 5. The instrument appointing a proxy must be deposited at Symphony Share Registrars Sdn. Bhd., Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia, not less than 48 hours before the time for holding the Meeting or at any adjournment thereof.
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