Malaysia airlines vision and mission

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Malaysia airlines vision and mission
Malaysian Airline System Berhad Annual Report 04/05    11
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malaysia airlines
vision and mission

Vision
‘An airline uniquely renowned for its personal touch,
warmth and efficiency’

Mission
‘To provide air travel and transport service that rank
among the best in terms of safety, comfort and
punctuality’
Malaysia airlines vision and mission
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    notice of annual general meeting
    NOTICE IS HEREBY GIVEN THAT the Thirty-Fourth Annual General Meeting of
    Malaysian Airline System Berhad will be held at Nirwana Ballroom 1, Lower Lobby,
    Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on
    Monday, 19 September 2005 at 10.00 am for the following purposes:-
    AGENDA

    As Ordinary Business

    1. To receive and adopt the Report of the Directors and the Audited Accounts for
       the financial year ended 31 March 2005 together with the Report of the Auditors
       thereon.                                                                               Resolution 1

    2. To approve the declaration of a final tax-exempt dividend of 2.5 sen per share in
       respect of the year ended 31 March 2005.                                               Resolution 2

    3. To approve the Directors’ fees for the financial year ended 31 March 2005.             Resolution 3

    4. To re-elect the following Directors retiring under 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 4
       (ii) Dato’ N. Sadasivan a/l N. N. Pillay                                               Resolution 5
       (iii) Datuk Abdillah @ Abdullah bin Hassan @ S Hassan                                  Resolution 6

    5. To re-elect the following Directors retiring under Article 137 of the Company’s
       Articles of Association, and who, being eligible, offer themselves for re-election:-

       (i) Dato’ Izzuddin bin Dali                                                            Resolution 7
       (ii) Dato’ Mohd. Annuar bin Zaini                                                      Resolution 8
       (iii) Dato’ Zaharaah binti Shaari                                                      Resolution 9
       Resolution 9
    6. To re-appoint Messrs Ernst & Young as Auditors and to authorize the Directors to
       fix their remuneration.                                                                Resolution 10

    As Special Business

    7. To consider and if thought fit to pass the following Ordinary Resolution:-

       Authority to Allot and Issue Shares

       “THAT subject to the Companies Act, 1965 (the Act), the Articles of Association
       of the Company, approval 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 per cent 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.”                                                       Resolution 11
       Resolution 11

    8. To transact any other ordinary business for which due notice has been given.           Resolution 12
Malaysia airlines vision and mission
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                                                             NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF BOOK CLOSURE FOR PAYMENT OF DIVIDENDS

Subject to the approval of shareholders at the Thirty-Fourth Annual General Meeting, a final tax-exempt dividend
of 2.5 sen per share in respect of the year ended 31 March 2005 will be paid on 18 October 2005 to shareholders
whose names appear on the Register of Members and the Record of Depositors at the close of business on 7
October 2005.

NOTICE IS HEREBY GIVEN that the Share Transfer Books, the Register of Members and the Record of Depositors
of the Company will be closed from 8 October 2005 to 11 October 2005 (both dates inclusive) to determine
shareholders’ entitlements to the dividend payment.

A Depositor shall qualify for entitlement only in respect of:-

a. shares deposited into the Depositor’s Securities Account before 12.30 pm on 5 October 2005 (in respect of
   shares which are exempted from mandatory deposit);
b. shares transferred into the Depositor’s Securities Account before 4.00 pm on 7 October 2005 (in respect of
   ordinary transfers);
c. shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
   Malaysia Securities Berhad.

By Order of the Board

Rizani bin Hassan (LS 05125)
Company Secretary

26 August 2005
Kuala Lumpur
Malaysia airlines vision and mission
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    NOTICE OF ANNUAL GENERAL MEETING

    Explanatory Notes on Item 7 of the Agenda

    Resolution pursuant to Section 132D, Companies Act, 1965.

    The Ordinary Resolution proposed under item 7 of the Agenda, 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.

       Notes:

       1.   A member of the Company entitled to attend and           5.   The instrument appointing a proxy must be
            vote at the Meeting is entitled to appoint a proxy/           deposited at Symphony Share Registrars Sdn
            proxies to attend and vote in his stead. A proxy may          Bhd, Level 26, Menara Multi Purpose, Capital
            but need not be a member of the Company and a                 Square, No 8 Jalan Munshi Abdullah, 50100
            member may appoint any person to be his proxy and             Kuala Lumpur, not less than 48 hours before the
            the provisions of Section 149(1)(b) of the Companies          time for holding the Meeting or at any adjournment
            Act, 1965 shall not apply to the Company.                     thereof.

       2.   In the case of a corporate member, the instrument        6.   Shareholders’ attention is hereby drawn to the
            appointing a proxy shall be under its Common Seal             Listing Requirements of Bursa Malaysia Securities
            or under the hand of its officers or attorney, duly           Berhad, which allows a member of the Company who
            authorised in that behalf.                                    is an authorised nominee as defined under the
                                                                          Securities Industry (Central Depositories) Act, 1991,   1
       3.   A holder may appoint more than two proxies to                 to appoint at least one (1) proxy in respect of each
            attend the Meeting. Where a member appoints two               securities account it holds with ordinary shares of
            or more proxies, he shall specify the proportion of           the Company standing to the credit of the said
            his shareholding to be represented by each proxy.             securities account.

       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.
Malaysia airlines vision and mission
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                           statement accompanying the
                       notice of annual general meeting

Directors standing for re-election at the Thirty-Fourth Annual General Meeting of the Company to be held at
Nirwana Ballroom 1, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur
on Monday, 19 September 2005 at 10.00 am are as follows:-

NAME OF DIRECTOR                     DETAILS OF ATTENDANCE        DETAILS OF INDIVIDUAL DIRECTORS
                                     OF BOARD MEETINGS            AND OTHER DISCLOSURE
                                                                  REQUIREMENTS
Dato’ Mohamed Azman bin Yahya
(Article 139 of the Company’s
Articles of Association)                   9/11                   Refer to page 88 of Annual Report

Dato’ N. Sadasivan a/l N.N. Pillay
(Article 139 of the Company’s
Articles of Association)                   11/11                  Refer to page 83 of Annual Report

Datuk Abdillah @ Abdullah Bin
Hassan @ S Hassan
(Article 139 of the Company’s
Articles of Association)                   9/11                   Refer to page 89 of Annual Report

Dato’ Izzuddin bin Dali
(Article 137 of the Company’s
Articles of Association)                   4/5                    Refer to page 85 of Annual Report

Dato’ Mohd. Annuar bin Zaini
(Article 137 of the Company’s
Articles of Association)                   3/3                    Refer to page 92 of Annual Report

Dato’ Zaharaah binti Shaari
(Article 137 of the Company’s
Articles of Association)                   4/7                    Refer to page 93 of Annual Report

General Meeting held during the financial year ended 31 March 2005

THIRTY-THIRD ANNUAL GENERAL MEETING

Date  :     13 September 2004
Time  :     10.00 am
Venue :     Nirwana Ballroom 1
            Lower Lobby
            Mutiara Hotel Kuala Lumpur
            Jalan Sultan Ismail
            50250 Kuala Lumpur.
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corporate report
     Ten-Year Statistical Review of the Group - 8
           In A Class Among The World’s Best - 10
                        Chairman’s Statement - 12
     Managing Director’s Report and Review - 26
                       Corporate Information - 80
      Details of Board of Directors’ Meetings - 81
                Board of Directors and Profile - 82
               Board Audit Committee Report - 96
              Statement on Internal Control - 100
       Statement on Corporate Governance - 104
                             Group Structure - 116
                    Organisational Structure - 118
       Management Committee and Profile - 120
                          Management Team - 128
              Corporate Social Responsibility - 132
               Corporate Calendar of Events - 138
                Employee Calendar of Events - 140
                                 Fleet Status - 142
                              Route Network - 144
Malaysia airlines vision and mission
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     ten-year statistical review of the group

                                                                          2004         2003          2002           2001
                                                                          2005         2004          2003           2002

     FINANCIAL*

     Total Revenue                                     (RM’000)     11,364,309     8,780,820     8,864,385     8,695,150
     Total Expenditure                                 (RM’000)     11,046,764     8,591,157     8,872,391     9,569,435
     Taxation                                          (RM’000)        (35,707)     (117,543)       (5,017)      (14,898)
     Profit/(Loss) after Tax and Exceptional Item      (RM’000)        326,079       461,143       336,531      (835,563)
     Shareholders’ Funds                               (RM’000)      3,318,732     3,023,984     2,562,841     1,215,290
     Profit/(Loss) as a % of Revenue                        (%)             2.9           5.3           3.8          (9.6)
     Return on Shareholders’ Funds                          (%)             9.8         15.2          13.1         (68.8)
     Earnings/(Loss) Per Share                            (Sen)           26.0          36.8          38.7        (108.5)

     PRODUCTION

     Network Size                                          (KM)        504,051       445,263       439,547       453,720
     Time Flown                                          (Hours)       411,134       352,540       357,328       340,741
     Distance Flown                                    (000 KM)        265,050       227,865       228,762       201,189
     Available Capacity                              (000 TKM)      10,299,867     8,413,110     7,977,845     7,823,943
     Available Passenger Capacity                 (000 Seat KM)     64,115,190    55,692,377    54,265,627    52,594,942

     TRAFFIC

     Passengers Carried                                    (000)        17,536        15,375        16,325        15,734
     Passengers Carried                            (000 Pax KM)     44,226,090    37,658,910    37,652,955    34,708,514
     Passenger Load Factor                                   (%)          69.0          67.6          69.4          66.0
     Cargo Carried                                    (000 TKM)      2,686,783     2,184,226     2,071,271     1,759,209
     Mail Carried                                     (000 TKM)          3,004         2,840         2,054         2,014
     Overall Load Carried                             (000 TKM)      6,728,547     5,628,573     5,496,735     5,149,942
     Overall Load Factor                                     (%)          65.3          66.9          68.9          65.8

     STAFF

     Employee Strength                         (As at 31 March)         22,513       20,789        21,916        21,438
     Revenue Per Employee                              (RM’000)            505          422           429           406
     Available Capacity Per Employee                     (TKM)         457,508      404,690       364,019       364,957
     Load Carried Per Employee                           (TKM)         298,874      270,748       250,809       240,225

     *As per Audited Financial Statements for the financial year under review
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                                               TEN-YEAR STATISTICAL REVIEW OF THE GROUP

      2000           1999           1998           1997           1996           1995
      2001           2000           1999           1998           1997           1996

 9,712,097      8,288,273      7,536,510      7,154,024      6,563,799      5,766,365
10,336,829      9,566,041      8,647,874      7,991,746      6,258,561      5,515,895
    26,683         18,813         26,961         31,277         15,434         18,131
  (417,428)      (258,574)      (700,051)      (259,851)       333,018        247,666
 1,252,148      3,222,276      3,496,250      4,211,701      4,486,952      3,685,372
       (4.3)          (3.1)          (9.3)          (3.6)           5.1            4.3
     (33.3)           (8.0)        (20.0)           (6.2)           7.4            6.7
     (54.2)         (33.6)         (90.9)         (33.7)          43.8           33.3

   488,243        366,578     361,203           362,997        352,703       353,443
   349,352        330,205     306,949           303,569        291,418       279,416
   191,668        200,223     189,754           174,659        166,777       156,795
 8,054,870      7,531,473   6,649,146         5,528,737      5,246,353     5,381,925
51,237,536      48,905,537 45,442,288        42,293,932     40,096,883    35,161,376

    16,745         15,371         13,709         15,117         15,371        14,311
38,312,570     34,930,136     30,592,900     28,698,112     27,903,706    24,565,816
      74.8           71.4           67.3           67.9           69.6          69.9
 1,837,426      1,664,600      1,477,403      1,005,465        925,227     1,328,061
     1,830          2,828          2,006          2,726          3,832         3,299
 5,379,101      4,853,377      4,246,894      3,361,408      3,212,436     3,354,670
      66.8           64.5           63.9           60.8           61.2          62.3

    21,518        21,587         23,076         23,436         22,546          19,925
       451           384            327            305            291             289
   374,332       348,889        288,141        235,908        232,696         270,109
   249,981       224,829        184,039        143,429        142,484         168,365
Malaysia airlines vision and mission
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     in a class among the world’s best

     “Malaysia Airlines has joined the most exclusive group
     of world airlines, being ranked as a 5-Star airline by the
     aviation rating organisation, Skytrax. There are just four
     airlines in the world that merit this prestigious 5-Star
     accolade, and we are delighted to be in this coterie that
     represents the very best in air travel today.”
                                                            Dato’ Dr Mohd Munir bin Abdul Majid
                                                                                       Chairman
                                                                Malaysian Airline System Berhad
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                                SUMMARY RANKING
                                Combined Quality of Product / Staff service in airport and onboard
                                environments
                                First Class
                                Business Class
                                Economy Class
                                AIRPORT SERVICES
                                Check-In service - First / Business
                                Check-In service - Economy Class
                                Transfer Services - First / Business
                                Transfer Services - Economy Class
                                Arrival Services
                                Business Class Lounge - product facilities
                                Business Class Lounge - staff service
                                First Class Lounge - product facilities
                                First Class Lounge - staff service
                                ONBOARD FEATURES
                                Inflight entertainment may vary according to aircraft type
                                Cabin Safety Procedures
                                Inflight Entertainment
                                Amenities, Blankets, Pillows, Towels etc
                                Airline Magazine, Newspapers & other mags
                                CABIN SEAT COMFORT
                                Seating may vary according to aircraft type
                                First Class - long haul
                                Business Class - long haul
                                Business Class - regional
                                Economy Class - long haul
                                Economy Class - regional
                                ONBOARD CATERING
                                First Class meals - long haul
                                Business Class - long haul
                                Business Class - regional
                                Economy Class meals - long haul
                                Economy Class meals - regional
STAR RANKING   Certification    CABIN STAFF SERVICE
               Excellent        First Class - service efficiency
               Good             First Class - staff attitude & friendliness
               Fair             Business Class - service efficiency
               Poor             Business Class - staff attitude & friendliness
               Very Poor        Economy Class - service efficiency
    N/A        not applicable   Economy Class - staff attitude & friendliness
    U          not ranked       Responding to Passenger requests
                                Cabin presence through flights
                                Assisting Parents with children
                                Staff Language Skills
12
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     chairman’s statement

                                OUR PERFORMANCE IN 2004/2005

                                An Accolade

                                Malaysia Airlines has joined the most exclusive group of world
                                airlines, being ranked as a 5-Star airline by the aviation rating
                                organisation, Skytrax. There are just four airlines in the world
                                that merit this prestigious 5-Star accolade, and we are delighted
                                to be in this coterie that represents the very best in air travel
                                today.
                                It is a great honour because it is such a world-class award. The world airline star ranking
                                programme applies quality assessment for more than 375 airlines across the globe,
                                rating the standards of each airline’s front-line product and service. This is
                                predominantly based upon international flight operations. A 5-Star rating testifies
                                not only to the quality of product Malaysia Airlines provides to customers, but also to
                                the very high standards of staff service. Malaysia Airlines cabin staff service is renowned
                                as one of the world’s best - it has the required hallmarks of efficiency, but what sets it
                                apart is a most distinctive charm and character so reflective of the Malaysian culture.
                                According to Skytrax, our service philosophy of Going Beyond Expectations is well
                                portrayed by our front-line staff, and is a defining element of our elevation to 5-Star
                                airline status.
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     CHAIRMAN’S STATEMENT

                                 I would like to congratulate the management and employees whose professionalism
                                 and dedication to excellence made this great achievement possible. We must seek to
                                 improve on those standards and have them spread more evenly across the network.
                                 Being a 5-star airline reflects our commitment to consistently deliver high standards
                                 of service wherever we are around the world. It also underscores our ongoing efforts
                                 to make Malaysia more attractive to the world as a favourite tourist destination and
                                 our determination to rank Malaysia Airlines top of the class.

                                 Malaysian Economy

                                 In 2004, the Malaysian economy experienced its most rapid growth in four years,
                                 expanding as a result of robust growth in both global trade and domestic demand.
                                 Real gross domestic product (GDP) increased by 7.1 per cent in 2004 against 5.3 per
                                 cent in 2003, the fastest growth since 2000. Growth was led by the private sector
                                 while the Government made further progress in fiscal consolidation. The services sector
                                 recorded a stronger growth of 6.7 per cent in 2004. Expansion was driven mainly by
                                 higher consumer spending as a result of rising disposable incomes, higher tourist arrivals
                                 and increased trade-related activities that were spurred on by a buoyant export
                                 performance.

                                 While growth was positive in 2004, the business landscape was also increasingly being
                                 reshaped and transformed by the rapid pace of globalisation, market liberalization
                                 and advances in technology. On the global front, there were notable shocks to the
                                 world economy in 2004, namely, high oil prices, revival in inflationary pressures,
                                 tightening of the global monetary cycle, measures to reduce overheating in the People’s
                                 Republic of China, sporadic outbreaks of avian flu and the effects of the tsunami in
                                 December.

                                 Although the Malaysian economy remained resilient, most businesses focused on
                                 innovating and improving to compete in the rapidly changing global environment.

                                 A Good Basis, But ...

                                 Malaysian Airline System Berhad (Malaysia Airlines/the Company) had initiated a
                                 strategic move three years ago with the implementation of the Widespread Asset
                                 Unbundling (WAU) exercise in November 2002 which brought Malaysia Airlines back
                                 to good and strong financial standing. This has to be followed through, as was the
                                 plan, with high level operating performance to ensure and sustain earnings.

                                 The strong balance sheet, in other words, has to be matched by operational efficiencies
                                 that deliver excellent financial result. We have other strengths too, such as
                                 acknowledged world-class air travel service quality, from which to leverage strong
                                 operating performance, but there are many areas of doing business which we can
                                 improve upon in the challenging airline industry.

                                 Let me now present the highlights for the Company in the financial year ended 31
                                 March 2005.
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                                                                                 CHAIRMAN’S STATEMENT

FINANCIAL PERFORMANCE

Revenue

Malaysia Airlines’ total revenue in 2004/2005 improved by RM2.6 billion to RM11.4
billion due primarily to the record 24 per cent increase in international passenger
traffic growth of 1.7 million passengers and a 21 per cent increase in cargo tonnage
flown. International passenger revenue grew by 29 per cent to RM7.9 billion while
cargo revenue increased by 44 per cent to RM2.4 billion.

Operating Expenditure

The Group’s total operating expenditure however increased by 29 per cent or RM2.4
billion to RM11.0 billion, primarily due to the RM1.5 billion increase in fuel cost which
rose sharply and became a major concern during and as the year ended, and to a
significant extent also to network expansion that covered new destinations. Total
passenger traffic which rose to 17.5 million compared to 15.4 million in the previous
year, reflecting a 14.1 per cent increase, further contributed to the increased operating
expenditure.

Profit

Profit before tax (PBT) for the financial year ended 31 March 2005 improved to RM364.5
million from the RM345.2 million registered in the previous year. Profit after tax (PAT)
registered RM326.1 million, a decrease from RM461.1 million recorded in the previous
year. The previous year’s PAT included a deferred tax asset of RM127.3 million.

Dividend

The Board has proposed for shareholder approval
at the Thirty-Fourth Annual General Meeting a final
dividend of 2.5 sen per share (tax-exempt). This
translates into a gross dividend payout ratio of 13.3
per cent for the year compared to 9.4 per cent in
the previous financial year. This is the second
consecutive year a dividend has been declared for
Malaysia Airlines shareholders. The dividend will
be paid on a date to be determined.
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     CHAIRMAN’S STATEMENT

                                 Earnings Per Share

                                 For the year under review, Malaysia Airlines registered basic earnings per share of
                                 26.02 sen compared to 36.80 sen in the previous year.

                                 Financial Position

                                 As at 31 March 2005, the cash balance at Malaysia Airlines improved to RM2.19 billion.
                                 The primary use of cash during the year was to finance capital expenditure that included
                                 investments to improve product and service standards, and improvements to various
                                 operational and support service systems.

                                 Shareholder Funds

                                 During the year, shareholder funds at Malaysia Airlines increased by 10 per cent to
                                 RM3.3 billion.

                                 Assets

                                 Total assets increased by 12 per cent to RM7.4 billion while net tangible assets per
                                 share rose 10 per cent to RM2.66 per share.

     Total assets increased by 12 per cent to
     RM7.4 billion while net tangible assets per
     share rose 10 per cent to RM2.66 per share.
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     CHAIRMAN’S STATEMENT

                                 THE AIRLINE INDUSTRY

                                 Big Business

                                 The global airline industry is big business. Airlines the world over, employ 4 million
                                 people and generate US$400 billion in economic output. While this is a colossal sum,
                                 losses between 2001 and 2004 exceeded US$36 billion. According to an International
                                 Air Transport Association (IATA) report, the industry is expected to lose another US$6
                                 billion in 2005. The extraordinary price of fuel is affecting profitability. The latest rise
                                 in oil prices in June 2005, taking the price of a benchmark barrel past the US$60 mark
                                 for the first time, is having an impact on airline ticket prices as carriers slap on fresh
                                 fuel surcharges. Many airlines are also increasing their freight charges. The increase in
                                 fuel costs has indeed had a dramatic impact on the bottom line of airlines as fuel
                                 represents an average of 20 per cent of their overall costs. Last year alone, the industry
                                 lost US$4.8 billion.

                                 However, regional differences are astonishing. For example, North American carriers
                                 lost US$9 billion. Efficiency gains could not make up for structural problems. Labour
                                 costs remained high and low cost competition at major hubs drove yields down.
                                 European carriers posted a profit of US$1.4 billion. Yields were better and consolidation
                                 helped capacity management. Middle Eastern carriers made US$100 million. Strong
                                 traffic growth led to profitability but the economics of matching capacity to demand
                                 is a challenge for this region. Latin American carriers were near break-even. The
                                 situation is changing fast with some of the region’s airlines making money, but a large
                                 number are technically bankrupt. African airlines were reported to have lost over
                                 US$150 million. This region has major safety problems and is not investing in
                                 infrastructure. Asian carriers on the other hand posted a hefty US$2.6 billion in profit.
                                 Strong growth fuelled by China and low labour costs were the competitive advantage.
                                 India may be the next great market for the industry.

                                 Overall, during the year under review, the global airline industry saw positive
                                 developments. Air transport has never been safer with over 1.8 billion passengers
                                 flying safely. Indeed 2004 was the airline industry’s safest year. Airlines are
                                 environmentally responsible with modern aircraft having a fuel efficiency of 3.5 litres
                                 per 100 passenger kilometres, the same as a small compact car. More people than ever
                                 are flying with new business models meeting consumer expectations for lower airfares.

                                 And airlines are vital to the global economy. The airline industry makes global business
                                 possible. Forty per cent of the value of goods traded in the world, are flown on aircraft.
                                 Without air transportation, you would have a different world.

                                 Closer To Home

                                 Our financial year saw the travel industry rebounding strongly with the return of
                                 traffic into the region following the scare of SARS in 2003. Economically, China
                                 continued to dominate, providing much of the optimism in Asia. Forecasts from leading
                                 sources agreed that Asia, particularly China and India will fuel much of the economic
                                 expansion in the region with traffic growth projected to be at 2 percentage points
                                 above the world’s average of 5 per cent. The promise of good profitability was, however,
                                 dampened by the unprecedented high fuel prices which have been soaring.
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     CHAIRMAN’S STATEMENT

                                 CORPORATE DEVELOPMENTS

                                 On 4 October 2004, Malaysia Airlines and Asset Global Network Sdn Bhd (AGN) agreed
                                 to end the conditional reimbursement agreement dated 26 March 2003 for the
                                 reimbursement of Subang Complex A buildings. The deposit of RM1.0 million was
                                 refunded by the Company and AGN was also reimbursed RM580,000 for the cost
                                 incurred.

                                 The Board of Directors approved on 2 February 2005 that the financial year end of
                                 Malaysia Airlines after 31 March 2005, be changed to 31 December effective 2005, to
                                 be co-terminous with that of the ultimate holding company, Khazanah Nasional Berhad,
                                 and to comply with Section 168(1) of the Companies Act, 1965.

                                 HUMAN CAPITAL AND PRODUCTIVITY

                                 During the year under review, productivity at Malaysia Airlines saw a 19.5 per cent
                                 increase to RM504,789 per employee compared with RM422,378 per employee recorded
                                 in the previous year. This is a result in the right direction, even if there is room for
                                 improvement.

                                 The Company continues to develop its human capital through investments in relevant
                                 training programmes and has also implemented a career development and succession
                                 planning system. In addition, Malaysia Airlines also intends to increase the supply of
                                 its pilots and ground engineers to ensure a continuous and sufficient availability for
                                 the current and future requirements of the business, bearing in mind the problems
                                 faced in this area in the past year.

                                 Your Company will continue to implement measures to develop its human capital and
                                 to ensure organisational readiness in realising business objectives.

                                 CORPORATE GOVERNANCE

                                 To protect and enhance shareholder value, the Board of Directors remains committed
                                 to ensuring that the highest standards of corporate governance are observed
                                 throughout the Company and Group as an imperative part of discharging its
                                 responsibilities. In a separate chapter of this Annual Report, a comprehensive disclosure
                                 on corporate governance by Malaysia Airlines is presented.
Malaysian Airline System Berhad Annual Report 04/05    21
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                                                                                  CHAIRMAN’S STATEMENT

CORPORATE SOCIAL RESPONSIBILITY

At Malaysia Airlines, we recognise the need to strike a harmonious balance between
private sector pursuits and community pursuits – both of which provide the combined
force that wins not only customer loyalty and support, but also the support of the
world community at large.

A full and dedicated report on our corporate social responsibility pursuits is outlined
in a separate section of this Annual Report.

COLLABORATION

During the year under review, Malaysia Airlines entered into partnerships with two
leading international Maintenance, Repair and Overhaul (MRO) operators, Leading
Edge and Aviation Partner Boeing. The collaboration with Leading Edge will offer
specialised boutique external aircraft painting services. The tie-up with Aviation Partner
Boeing will offer installation of fuel-saving wing extension (winglets) services on Boeing
737 aircraft.

The development of the MRO activities are synergistic to current operations and will
support the government initiative to transform Subang into a regional hub for MRO
activities.
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     CHAIRMAN’S STATEMENT

                                 AWARDS

                                 During the year under review, Malaysia Airlines was honoured with the World’s Best
                                 Cabin Staff Award for 2004 for the fourth consecutive year by Skytrax of London. The
                                 award recognizes Malaysia Airlines as an airline that fulfils the sincerity, warmth,
                                 friendliness, attentiveness, efficiency and overall best services criteria that passengers
                                 seek in an in-flight experience. Skytrax also awarded Malaysia Airlines with a third
                                 placing for best on-board catering in the economy class category for 2005.

                                 In a web-based poll by Smart Travel Asia in 2005, Malaysia Airlines emerged number
                                 one in the category for Favourite Airline Food.

                                 In March 2005, our freighter division MASkargo received two international standards
                                 certification from SIRIM QAS International (SIRIM). The two certificates are the OHSAS
                                 18001:1999 for MASkargo’s Advanced Cargo Centre (ACC) in KLIA, and the ISO
                                 9001:2000 certification for the Penang Cargo Centre (PCC) facility. MASkargo was the
                                 first airline to receive the OHSAS 18001:1999 certification.

                                 During the year, MASkargo was also recognised as ‘Asia’s Top 3 Air Cargo Carrier’ for
                                 a third consecutive year during the Asian Freight & Supply Chain Awards ceremony
                                 organized by Cargonews Asia.

                                 In the Asia Money-Malaysia “Best Managed Company” polls for 2004, Malaysia Airlines
                                 emerged as Most Improved Investor Relations Company, a joint first for Most Improved
                                 Annual Report, a joint second for Best Annual Reports, a joint second for Best Chief
                                 Financial Officer conferred on Mr Low Chee Teng and a joint second for Best Investor
                                 Relations Officer conferred on Mr Senthil Balan Danapalan.

                                 Malaysia Airlines was also listed within the top 5 in the Best Investor Relations category
                                 in the FinanceAsia Best Companies Poll 2005 for Malaysia.

                                 Malaysia Airlines front-line crew showed remarkable product skills and effort in raising
                                 the profile of in-flight merchandise selling and marketing by winning the Best In Product
                                 Knowledge Award in the In-flight Sales Person of the Year (ISPY) 2004 competition
                                 held in London. This effort had contributed to a 38 per cent increase in the overall in-
                                 flight sales for the Company in the last financial year.
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                                                                                 CHAIRMAN’S STATEMENT

PROSPECTS

China, India and ASEAN will be the focused markets of our capacity growth in 2005 as
up to five additional long range narrow-bodied aircraft are planned to be leased in
the last quarter of 2005.

Competition, however, will remain strong as airlines continue to inject additional
capacity with delivery of new aircraft and more low cost carriers poised to be launched
this year in this region. New traffic rights granted by China and India to the United
Kingdom, Europe, Canada and the United States will result in greater capacity and
frequencies being redirected by European and North American carriers to Asia.

According to IATA, traffic demand is expected to remain buoyant in Asia Pacific. The
forecast growth is above 6 per cent for 2005 despite slightly lower economic growth
and capacity expansion. The Pacific Association of Travel Agents (PATA) has forecast
even higher visitor arrivals in Asia Pacific averaging 10.6 per cent per annum until
2007.

The Company will continue to broaden regional cooperation through collaboration
with other full service carriers within the region. During the year, Malaysia Airlines
forged collaborations with Singapore Airlines, Silk Air and Korean Air.

The Malaysia Airlines Travel Fair (MASTF) generated RM115 million in February 2005
and will continue to be an annual event for distribution. The Company will also
continue to diversify its distribution channels to increase its market reach and enhance
its customer loyalty and ownership. The Internet booking facility (IBF) will continue to
be enhanced with global partnerships, such as the recent tie-up with GRS Networks in
May 2005.

The ongoing upgrading of the First and Business Class cabins of the B747-400 and
B777 fleet, the re-branding of the front-end experience coupled with the new
advertising campaign will help strengthen Malaysia Airlines’ competitive position this
highly competitive year.

The uncertainties surrounding the US currency, instability in the Middle East, higher
interest rates, slower economic growth in Asia Pacific, high fuel prices and strong
demand for technical crew and engineers are the key concerns of the airline industry
presently. Slower demand for cargo space and increase in available capacity in the
market will result in pressure on yields. Make no mistake, 2005 will be a challenging,
potentially difficult year.
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     CHAIRMAN’S STATEMENT

                                 On a brighter note, the Malaysian government has revised upward its projected tourist
                                 arrivals for this year from 16.6 million to 20 million. Malaysia Airlines is tapping this
                                 growth forecast.

                                 The Company hopes to exploit the various opportunities in China and India. In 2005,
                                 Malaysia Airlines intends to reinforce its presence and expand further into China and
                                 India, to include Shengyang, Chongqing, Fuchou, Haikou, Amritsar, Cochin, Trivandrum
                                 and Trichi. In the same period, Malaysia Airlines proposes to increase its capacity into
                                 Guangzhou, Hyderabad, New York and Stockholm, and its frequency into Singapore.

                                 Within China and India, our expansion strategy is designed to ensure we reach the
                                 various lucrative points there. Malaysia Airlines currently operates into all key metro
                                 points in China and India. We will continue to expand into key secondary points in
                                 China and India to further tap these growing markets.

                                 In spite of high fuel prices, heightened competition from full service carriers and
                                 increasing proliferation of low cost regional carriers, the Company continues to remain
                                 committed to improving and growing from our current position. Our network
                                 expansion strategy is focused on strengthening our regional connectivity to grow and
                                 feed our international network, without taking our eye off cost and return. Malaysia
                                 Airlines is focused on ensuring that the upgrade of its product and service standards
                                 translate into further improvements in yield, seat factor, customer loyalty and overall
                                 revenue performance.

                                 Malaysia Airlines will also continue to look at its operations as a whole and increase
                                 efficiencies and productivity of our existing resources to drive cost savings. During the
                                 year, fuel cost as a percentage of total cost increased from 27 per cent to 34 per cent.
                                 The fuel surcharge and hedging of fuel requirements will continue to provide a cushion
                                 to the Group’s performance, although they cannot fully meet the punishing cost
                                 imposition.

                                 The Company will take all measures to adapt to the high fuel price environment to
                                 protect our financial position and performance while maintaining our competitive
                                 position. We have a commitment to manage our responsibility to both shareholders
                                 and customers alike.
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                                                                                 CHAIRMAN’S STATEMENT

APPRECIATION

As always, I am extremely grateful to the many loyal and valued customers for their
support in flying Malaysia Airlines. Your allegiance and the valuable feedback offered
have helped the Group to better serve customers. Malaysia Airlines’ performance for
the year ended 31 March 2005 would not have been what it was if not for the continued
confidence in our brand. For this, I wish to thank you very much.

To our shareholders, travel agents, service subscribers, suppliers and contractors, the
Government and all stakeholders involved in the performance of Malaysia Airlines, I
would also like to express my appreciation and gratitude for your contribution and
support in making it another good year for Malaysia Airlines.

I would like to thank Dato’ Gumuri bin Hussain and Dato’ Zaharaah binti Shaari who
resigned as directors with effect from 16 August 2004 and 2 November 2004 respectively
for their invaluable contributions.

I would like to welcome Dato’ Izzuddin bin Dali, Tengku Azmil Zahruddin bin Raja
Abdul Aziz and Dato’ Mohd Annuar bin Zaini who have been appointed to the Board
with effect from 13 September 2004, 23 August 2004 and 2 February 2005 respectively,
and look forward to their contributions. I am also pleased to welcome back Dato’
Zaharaah binti Shaari who rejoins Malaysia Airlines as a director effective 18 July 2005.

In closing, the performance of Malaysia Airlines has again been driven by the dedication
and commitment of the management and employees. I wish to record my gratitude to
them, and look forward to their full support in the coming challenging year.

Dato’ Dr Mohd Munir bin Abdul Majid
Chairman
18 July 2005
26
26
     Malaysian Airline System Berhad Annual Report 04/05
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     managing director’s report
     and review

                                OVERVIEW
                                The year ended 31 March 2005 was another great year
                                for Malaysian Airline System Berhad when the Company
                                reported a profit after tax (PAT) of RM326.1 million
                                achieved on the back of a RM11.4 billion turnover, a
                                29.4 per cent increase over the RM8.8 billion turnover
                                reported in the previous year.
                                It was also a period when we were measured for our very high staff service standards
                                as well as enhanced product levels being offered by the airline. As a result, Malaysia
                                Airlines was elevated to a 5-star status by Skytrax in June 2005. This prestigious
                                conferment confirms that our formula for excellence works. Indeed everybody at
                                Malaysia Airlines is proud of this elevation as we are among only four in the world to
                                be in this class. A detailed profile of our ranking is outlined in this report.

                                Great effort continues to be made towards our ultimate goal of positioning Malaysia
                                Airlines as a truly global brand. The airline is uniquely renowned for its personal touch,
                                warmth and efficiency. Indeed, our customers bear testimony that Malaysia Airlines is
                                going the extra mile to provide air travel and a transport service that rank among the
                                best in terms of safety, comfort and punctuality.

                                During the year under review, Malaysia Airlines delivered on its brand promise in
                                Going Beyond Expectations. And I am pleased to report on our many initiatives and
                                endeavours that helped build a great airline to be among the top four in the world.
Malaysian Airline System Berhad Annual Report 04/05    27
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     MANAGING DIRECTOR’S REPORT AND REVIEW

                                 GOING BEYOND EXPECTATIONS

                                 As at 31 March 2005, the total fleet size at Malaysia Airlines was 111 comprising 50
                                 wide–bodied and 54 narrow-bodied passenger aircraft, and seven wide-bodied B747-
                                 200 freighters. It was this magnificent fleet that afforded Malaysia Airlines the golden
                                 opportunity to report a profitable year. This fleet size represented a net increase of
                                 two wide-bodied aircraft over the previous financial year. The Company took delivery
                                 of two B777-200 aircraft from Boeing on 22 November and 13 December 2004. One
                                 A330-300 was leased from ILFC on 17 May 2004.

                                 To ensure the highest standards of customer satisfaction, emphasis on maintaining
                                 on-time departures, minimal delays and the reduction in mishandled passengers were
                                 undertaken at our main hub at the Kuala Lumpur International Airport (KLIA). In all
                                 three aspects, satisfactory performance was achieved despite the substantial increase
                                 in flights out of KLIA.

                                 As our customer service operations expanded to cope with the higher passenger load
                                 and additional flights, our operational budget also increased. The total operating
                                 expenditure expanded by RM28.5 million to RM249.5 million during the financial year
                                 under review. This 12.9 per cent increase was attributed to higher staff costs, hire and
                                 maintenance of equipment, passenger layover and delay costs, other passenger sales
                                 expenses, and other expenses. These costs were necessary to enable Malaysia Airlines
                                 to uplift 17,535,823 passengers, an increase of 14.1 per cent from the previous year.

                                 Revenue from cargo and traffic handling increased by 30.5 per cent to RM42.4 million
                                 during the year under review. The higher traffic handling was due to the increased
                                 frequency by customer airlines, and the addition of new airlines. As the KLIA operator
                                 Malaysia Airports Berhad and the government continue to woo more airlines to
                                 subscribe to KLIA as its hub, Malaysia Airlines expects a further boost to our revenue
                                 from customer airlines in the next financial year.

                                 The Company’s strategy to pamper our customers with new offerings in our products
                                 and services continued with the introduction of new menus. Even new menus designed
                                 for the children that fly Malaysia Airlines, were introduced. Advanced in-flight
                                 entertainment (IFE) systems to complement the installation of new sleeper beds on
                                 our wide-bodied fleet were also introduced. Additional enhancements for our in-flight
                                 services will be the introduction of new dinnerware, cutlery, glassware, linen and seat
                                 comfort items. Our enhanced products and services will enable Malaysia Airlines
                                 passengers to enjoy facilities and amenities that are on par or above that of our
                                 competitors.

                                 In our efforts to enhance service quality, Malaysia Airlines is now participating in the
                                 IATA Global Airline Performance (GAP) survey. For the period from July to September
                                 2004, in terms of “overall rating on airline performance” on the Europe-Asia routes,
                                 Malaysia Airlines achieved third position amongst the airlines. In terms of the airline
                                 lounge, Malaysia Airlines emerged top in the first and business class lounge category
                                 on the Europe-Asia routes.

                                                                                                    A commitment to excel
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     MANAGING DIRECTOR’S REPORT AND REVIEW

     THE FULL REVIEW OF OPERATIONS OF MALAYSIA AIRLINES

     Flights Handled

     During the year, Malaysia Airlines managed a total of 179,715 flight
     departures system-wide compared to the previous year of 166,025 flight
     departures system-wide. Malaysia Airlines at KLIA handled a total of 46,732
     flight departures, an increase of 10.8 per cent as compared to the previous
     year, and also an increase of 4.9 per cent from the estimated flights handled
     for the year 2004/2005.

     Malaysia Airlines has also managed to handle the increasing frequency of
     customer airlines, both existing and new, such as First Cambodia Airlines,
     Lufthansa, China Eastern Airlines, PT Riau and Shenzen Airlines.

     On Time Performance

     On time performance for Malaysia Airlines flights recorded an average of
     86.8 per cent for international flights and 90.5 per cent for domestic flights.

     Malaysia Airlines managed a total of 179,715 flight
     departures system-wide compared to the previous
     year of 166,025 flight departures system-wide.
Malaysian Airline System Berhad Annual Report 04/05    31
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                              A statement of pride
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     In the year 2004/2005, the system-wide passenger uplifted
     increased by 14.1 per cent to 17,535,823 passengers as
     compared to the previous year.
Malaysian Airline System Berhad Annual Report 04/05    33
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          MANAGING DIRECTOR’S REPORT AND REVIEW

Passengers Handled By Malaysia Airlines

In the year 2004/2005, the system-wide passenger uplifted increased by
14.1 per cent to 17,535,823 passengers as compared to the previous year.
The increase in the number of passengers was partly due to the higher
number of flights handled as a result of an expansion of current routes
and the launching of new destinations. Malaysia Airlines at KLIA recorded
6,621,300 passengers uplifted, an increase of 14.6 per cent compared to
the previous year.

Integrated System For Regulatory Compliance

Passenger clearance through the immigration at their arrival destination
was also part of Malaysia Airlines’ concern. In view of the strict border
controls, Malaysia Airlines as with other airlines, was also being subjected
to the stringent regulatory ‘Advance Passenger Processing’ (APP)
requirement.

The Company is in compliance with the Australian APP and New Zealand
‘Advance Passenger Screening’ (APS) through the integrated functions
implemented within the Departure Control System applications in early
2004. For the Australian APP, Malaysia Airlines achieved the highest
compliance level of 98 per cent. Indirectly, passengers can be processed
speedily at the immigration checkpoints as their data have been pre-
verified and captured by the authorities.
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     MANAGING DIRECTOR’S REPORT AND REVIEW

                                 Malaysia Airlines Travel Fair

                                 The Company scored yet another success with its second Malaysia Airlines Travel Fair
                                 held in February 2005 that attracted an overwhelming 180,000 visitors and generated
                                 a turnover of RM115 million in ticket sales, excluding our packages. The Company
                                 intends to use this event as a platform to raise the Malaysia Airlines brand awareness.
                                 The Company will explore opportunities of replicating the travel fair initiative in
                                 selected international markets.
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                MANAGING DIRECTOR’S REPORT AND REVIEW

                A challenge to embrace

The Company scored yet another success with
its second Malaysia Airlines Travel Fair held in
February 2005 that attracted an overwhelming
180,000 visitors and generated a turnover of
RM115 million in ticket sales, excluding our
packages.
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     MANAGING DIRECTOR’S REPORT AND REVIEW

                                 INNOVATING FOR COMPETITIVE ADVANTAGE

                                 New Service Delivery

                                 In line with the cabin upgrade for First Class/Business Class on B747/B777 aircraft, total
                                 change of equipment of dinnerware, cutlery, glassware, linen and seat comfort items
                                 were introduced on two B747 aircraft and on five B777 aircraft under phase one.
                                 From 29 March 2005 the new service delivery was introduced on the Kuala Lumpur/
                                 London/Kuala Lumpur and Kuala Lumpur/Sydney/Kuala Lumpur sectors using the
                                 retrofitted B747 aircraft. At the same time, the new service delivery was also introduced
                                 on the Kuala Lumpur/Zurich/Kuala Lumpur sector using the retrofitted B777 aircraft.

                                 This new service delivery was also extended to the Kuala Lumpur/Sydney/Kuala Lumpur
                                 non-stop B777 flights from 1 May 2005 and to the Kuala Lumpur/Tokyo/Kuala Lumpur
                                 non-stop flights effective 18 May 2005.

                                 Under phase two, the new service delivery will be further extended to the Kuala
                                 Lumpur/Manchester/Kuala Lumpur and the Kuala Lumpur/Amsterdam/Kuala Lumpur
                                 B747 flights effective July/August 2005.

                                 In-flight Entertainment (IFE) Upgrade on B747 and B777 with Matsushita
                                 System 3000i

                                 Malaysia Airlines is expected to lead in its delivery of top of the line high quality in-
                                 flight entertainment system with the Matsushita System 3000i. Our valued customers
                                 will now have digitized on-demand audio and video media on all classes. The other
                                 features of the system include new games, SMS, interactive flight information and pc
                                 laptop power.
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                                                   MANAGING DIRECTOR’S REPORT AND REVIEW

IFE Re-Branding

To ensure a consistent look and feel, Malaysia Airlines revamped its interactive screen
designs, navigation and entertainment guide for all IFE systems. This exercise was
implemented in December 2004.

Better Reading Pleasure

Our in-flight magazine Going Places was revamped with a trendier look and feel, with
more feature articles and better pictures. The first issue with the new design layout
and concept was distributed on board our aircraft in August 2004. There has also been
a review of the current in-flight reading materials to accommodate the demand for
more variety.

Kerb Side Drop Off Facility

At KLIA, a new Kerb Side Drop-off and Front-end Check-in services have been
introduced. The Kerb Side Drop-off provides our premium class passengers with a
designated drop off point at the departure lane in KLIA with porter service to assist in
the baggage handling.

                                                                                                 A statement of pride
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                                                           A promise to be better

                                EXTENDING HORIZONS FOR MARKET REACH

                                Destinations

                                As at 31 March 2005, the Malaysia Airlines global network comprised 32 domestic and
                                86 international destinations. Of the 86 international destinations, 17 were operated
                                in collaboration with our airline partners.

                                The Network Strategy

                                The strategic focus during the year under review was to build a viable and sustainable
                                network while focusing on capturing our share of the Asian market. Efforts were
                                aimed at increasing our market span into India and China and improving market
                                penetration through frequency increases in ASEAN, North Asia and the Middle East.

                                Highlights of Network Changes

                                North America

                                The 3x weekly services to Newark via Dubai were rerouted via Stockholm effective 1
                                November 2004 to improve the viability of the Newark service and to cater to the
                                growing outbound Scandinavian market.

                                United Kingdom

                                The 4x weekly Kuala Lumpur-Manchester return B747 services were retimed to depart
                                Kuala Lumpur in the morning instead of evening in order to provide connectivity for
                                the Brisbane, Sydney and Melbourne morning arrival services. Manchester Airport
                                Authorities offered reduced charges on landing, parking, and passenger handling for
                                these arrivals, giving Malaysia Airlines also the benefit of such incentives.
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Continental Europe

For Europe, the services to Paris were increased from 3x to 5x weekly effective 1 May
2004 while the 7x weekly services to Frankfurt were rescheduled as 4x weekly Kuala
Lumpur-Frankfurt return and 3x weekly Kuching-Kuala Lumpur-Frankfurt return from
Northern Summer 2004.

The 3x weekly Kuala Lumpur-Vienna return services that were suspended in 2003 were
reinstated in Northern Summer 2004. Stockholm was introduced as a new destination
replacing Dubai in the rerouting of the Newark flight.

The total weekly frequencies to Continental Europe were increased from 24x weekly
to 28x weekly in Northern Summer 2004 and to 31x weekly in Northern Winter 2004
with the operation of the 3x weekly Kuala Lumpur-Stockholm-Newark return on B777.

Australia/New Zealand

To strengthen our position in Australia, the services to Sydney and Melbourne were
increased and rescheduled to operate 14x weekly to each destination. In addition, the
3x weekly A330-200 Kuala Lumpur-Brisbane return and 3x weekly B747 Kuala Lumpur-
Brisbane-Auckland return services were rerouted as 5x weekly B777 Kuala Lumpur-
Brisbane return in Northern Summer 2004 and a sixth Brisbane service on day 7 was
introduced in Northern Winter 2004. For Kuala Lumpur-Auckland return, the services
were increased to daily from 1 May 2004 with 3x weekly operated on B747 and 4x
weekly on B777.

Japan

The 3x weekly Kuala Lumpur-Nagoya services were increased to 5x weekly effective
18 February 2005 and the 5x weekly Kuala Lumpur-Osaka services were increased to
7x weekly with the introduction of 2x weekly Kuala Lumpur-Kota Kinabalu-Osaka
return services in Northen Summer 2004. Meanwhile, the Kuala Lumpur-Fukuoka return
services which were suspended from 15 May 2003, were reinstated on 9 November
2004 with 3x weekly services.
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