axiata group berhad | annual report 2015
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(iii) revoked or varied by resolution passed by the shareholders of the Company in general meeting,
whichever is earlier;
AND THAT
the Directors of the Company be and are hereby authorised to complete and do all such acts, deeds and things (including without limitation,
to execute such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be
required) to give effect to the aforesaid shareholders’ mandate and transactions contemplated under this resolution.”
(Ordinary Resolution 8)
10. PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW ORDINARY SHARES OF RM1.00 EACH IN THE
COMPANY (AXIATA SHARES) IN RELATION TO THE DIVIDEND REINVESTMENT SCHEME THAT PROVIDES THE SHAREHOLDERS OF THE
COMPANY THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDEND ENTITLEMENTS IN NEW AXIATA SHARES (DRS)
“THAT
pursuant to the DRS approved by the shareholders at the Annual General Meeting held on 28 May 2014 and subject to the approval of the
relevant authority (if any), approval be and is hereby given to the Company to allot and issue such number of new Axiata Shares pursuant to the DRS
until the conclusion of the next Annual General Meeting, upon such terms and conditions and to such persons as the Directors may, in their absolute
discretion, deem fit and in the interest of the Company
PROVIDED THAT
the issue price of the said new Axiata Shares shall be fixed by the Directors
at not more than 10% discount to the adjusted 5-day volume weighted average market price (VWAMP) of Axiata Shares immediately prior to the price-
fixing date, of which the VWAMP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price; and not less than
the par value of Axiata Shares at the material time;
AND THAT
the Directors and the Secretary of the Company be and are hereby authorised to do all such acts and enter into all such transactions,
arrangements and documents as may be necessary or expedient in order to give full effect to the DRS with full power to assent to any conditions,
modifications, variations and/or amendments (if any) asmay be imposed or agreed to by any relevant authorities or consequent upon the implementation of
the said conditions, modifications, variations and/or amendments, as they, in their absolute discretion, deem fit and in the best interest of the Company.”
(Ordinary Resolution 9)
11. AUTHORITY UNDER SECTION 132D OF THE COMPANIES ACT, 1965 FOR DIRECTORS TO ALLOT AND ISSUE SHARES IN THE COMPANY
“THAT
pursuant to Section 132D of the Companies Act, 1965, full authority be and is hereby given to the Directors of the Company to allot and issue
shares in the Company at any time until the conclusion of the next Annual General Meeting, and upon such terms and conditions, and for such purposes,
as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the issued
share capital of the Company for the time being, subject always to the approval of all relevant regulatory authorities, if required, being obtained for such
allotment and issue.”
(Ordinary Resolution 10)
12. PROPOSED ESTABLISHMENT OF A LONG TERM INCENTIVE PLAN OF UP TO SEVEN PERCENT (7%) OF THE ISSUED AND PAID-UP ORDINARY
SHARE CAPITAL OF AXIATA GROUP BERHAD (AXIATA) (EXCLUDING TREASURY SHARES) AT ANY POINT IN TIME OVER THE DURATION
OF THE PROPOSED LTIP, FOR THE ELIGIBLE EMPLOYEES AND EXECUTIVE DIRECTORS OF AXIATA AND ITS SUBSIDIARIES (EXCLUDING
SUBSIDIARIES WHICH ARE DORMANT) (PROPOSED LTIP)
“THAT
subject to the approvals of Bursa Malaysia Securities Berhad (Bursa Securities) and any other relevant authorities being obtained, approval be
and is hereby given to the Company and to the extent permitted by law and the Memorandum and Articles of Association of the Company:-
(i) to establish, implement and administer the Proposed LTIP for the benefit of the Executive Directors and the employees of the Company and its
subsidiaries (excluding subsidiaries which are dormant) who fulfil the conditions of eligibility for participation in the Proposed LTIP, in accordance
with the Bye-Laws of the Proposed LTIP (Bye-Laws), a draft of which is set out in Appendix II of the Circular to Shareholders dated 26 April 2016
(Circular);
(ii) to allot and issue fully paid ordinary shares of RM1.00 each in the Company (Axiata Shares) from time to time as may be required by the committee
appointed and authorised by the Board of Directors of the Company (Board) to implement and administer the Proposed LTIP in accordance with
the Bye-Laws, provided always that the total number of Axiata Shares to be allotted and issued upon the vesting of Axiata Shares shall not in
aggregate exceed 7% of the issued and paid-up ordinary share capital of the Company (excluding treasury shares, if any) at any point in time over
the duration of the Proposed LTIP;
(iii) to add, modify, alter, delete and/or amend the Proposed LTIP, the Bye-Laws and/or all rules, regulations and administration relating to the
Proposed LTIP and/or the administration thereof, from time to time as may be required or permitted or deemed necessary by the authorities or
the Board, provided that such additions, modifications, alterations, deletions and/or amendments are effected and permitted in accordance with
the provisions of the Bye-Laws; and
(iv) to do all such acts, execute all such documents and to enter into all such transactions, arrangements and agreements, deeds or undertakings and
to make such rules or regulations, or impose such terms and conditions or delegate part of its power as may be necessary or expedient in order to
give full effect to the Proposed LTIP and terms of the Bye-Laws;
