axiata group berhad | annual report 2015
258
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE TWENTY-FOURTH ANNUAL GENERAL MEETING OF AXIATA GROUP BERHAD (AXIATA OR THE COMPANY)
WILL BE HELD AT THE GRAND BALLROOM, 1ST FLOOR, SIME DARBY CONVENTION CENTRE, 1A JALAN BUKIT KIARA 1, 60000 KUALA LUMPUR,
MALAYSIA ON WEDNESDAY, 25 MAY 2016 AT 2.00 P.M. FOR THE FOLLOWING PURPOSES:
AS ORDINARY BUSINESS:-
1.
To receive the Audited Financial Statements for the financial year ended 31 December 2015 together with the Report of the Directors and the Auditors
thereon.
2.
To declare a final tax exempt dividend under single tier system of 12 sen per ordinary share for the financial year ended 31 December 2015.
(Ordinary Resolution 1)
3.
To re-elect Dato’ Sri Jamaludin Ibrahim who retires by rotation pursuant to Article 93 of the Company’s Articles of Association and being eligible, offers
himself for re-election.
(Ordinary Resolution 2)
4.
To re-elect Bella Ann Almeida who retires by rotation pursuant to Article 93 of the Company’s Articles of Association and being eligible, offers herself
for re-election.
(Ordinary Resolution 3)
5.
To re-appoint Tan Sri Ghazzali Sheikh Abdul Khalid pursuant to Section 129 of the Companies Act, 1965.
(Ordinary Resolution 4)
6.
To re-appoint Datuk Azzat Kamaludin pursuant to Section 129 of the Companies Act, 1965.
(Ordinary Resolution 5)
7.
To approve the payment of the following Directors’ fees with effect from the 24th Annual General Meeting until the next Annual General Meeting of the
Company:-
(i) Directors’ fees of RM30,000.00 per month for the Non-Executive Chairman (NEC) and RM20,000.00 per month for each Non-Executive Director
(NED);
(ii) Directors’ fees of RM4,000.00 per month for the NEC and RM2,000.00 per month for each of the NEDs who are members of the Board Audit
Committee;
(iii) Directors’ fees of RM1,200.00 per month for the NEC and RM800.00 per month for each of the NEDs who are members of the Board Nomination
Committee; and
(iv) Directors’ fees of RM1,200.00 per month for the NEC and RM800.00 per month for each of the NEDs who are members of the Board Remuneration
Committee;
(each of the foregoing payments being exclusive of the others).
(Ordinary Resolution 6)
8.
To re-appoint Messrs PricewaterhouseCoopers having consented to act as the Auditors of the Company for the financial year ending 31 December 2016
and to authorise the Directors to fix their remuneration.
(Ordinary Resolution 7)
AS SPECIAL BUSINESS:-
To consider and, if thought fit, to pass the following Ordinary Resolutions:-
9.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
“
THAT
, in accordance with paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) (Main LR),
approval be and is hereby given for Axiata and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature, as set
out in ‘Appendix I’ of the Circular to Shareholders dated 26 April 2016 (Circular) despatched together with the Company’s Annual Report 2015, which are
necessary for the day-to-day operations in the ordinary course of the business of the Company and/or its subsidiaries on terms not more favourable to
the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company;
THAT
such approval will continue to be in force and effect until:-
(i) the conclusion of the next Annual General Meeting of the Company at which time the authority will lapse, unless the authority is renewed by a
resolution passed at such general meeting;
(ii) the expiration of the period within which the Company’s next Annual General Meeting is required to be held under Section 143(1) of the Companies
Act, 1965 (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or
