AirAsia X

(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the announcement dated 25 April 2024 in relation to in relation to the Proposals and Proposed Granting of Subscription Options, where applicable, unless stated otherwise or defined herein.)

Reference is made to the Company's announcement dated 25 April 2024 in relation to the Proposals and Proposed Granting of Subscription Options ("Announcement").

In order to expedite the implementation and completion of the Proposals, on behalf of the Board, Interpac wishes to announce that the Board had on 26 July 2024 decided to abort the Proposed Internal Reorganisation and to undertake the Proposals (excluding the Proposed Internal Reorganisation) and Proposed Granting of Subscription Options under AAX instead of AirAsia Group Berhad (formerly known as AirAsia Aviation Group Sdn Bhd) ("NewCo") as initially proposed in the Announcement.

This decision was arrived at after weighing potential benefits of the Proposed Internal Reorganisation against time required for the implementation of the Proposed Internal Reorganisation and more critically, the importance of an expedient completion of the Proposed Acquisitions to the AAX Group. Accordingly, the Company and the NewCo had on 26 July 2024 mutually terminated the Internal Reorganisation Agreement.

In addition, on 26 July 2024, the Company, NewCo and Capital A had entered into a supplemental agreement to the AAAGL SSPA ("AAAGL Supplemental SSPA") and a supplemental agreement to the AAB SSPA ("AAB Supplemental SSPA") (collectively, "Supplemental Agreements"). Pursuant to the Supplemental Agreements, the Company has assumed the rights, benefits, titles, interests, obligations and liabilities of the NewCo to the AAAGL SSPA and AAB SSPA as the purchaser in respect of the Proposed AAAGL Acquisition and Proposed AAB Acquisition respectively.

In respect of the Proposed Granting of Subscription Options, upon further deliberation between the Company and the Subscriber, both parties have agreed to reduce the Subscription Options from 15% in aggregate as initially announced in the Announcement to 12% of the total enlarged issued shares in AAX immediately after the completion of the Proposed Acquisitions (excluding treasury shares, if any) via 3 Subscription Options of 4% each. The other terms of the Proposed Granting of Subscription Options remain unchanged. Following thereto, the Company and the Subscriber have today executed a conditional subscription option agreement for the Proposed Granting of Subscription Options.

Please refer to the attachment for further details.

This announcement is dated 26 July 2024.