axiata group berhad | annual report 2015
261
NOTES:
Proxy and/or Authorised Representative
1.
A Member entitled to attend and vote at the above Meeting is entitled to appoint a proxy without any restriction to the qualification of the proxy to
attend and vote in his/her stead. A proxy need not be a Member of the Company and the restrictions provided in Section 149(1) (a), (b), (c) and (d) of
the Companies Act, 1965 shall not apply to the Company.
2.
The Company shall be entitled to reject any instrument of proxy lodged if the Member is not shown to have any shares entered against his name in the
Register and/or subject to Article 34A of the Company’s Articles of Association in relation to the Record of Depositors made available to the Company.
3.
A Member entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote on his/her behalf. Where
a Member appoints two (2) proxies, the appointment shall be invalid unless the percentage of the shareholding to be represented by each proxy is
specified.
4.
Where a Member is an authorised nominee as defined under the SICDA, it may appoint at least one (1) proxy but not more than two (2) proxies in
respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
Every appointment submitted by an authorised nominee as defined under the SICDA, must specify the CDS Account Number.
5.
Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in
respect of each securities account (omnibus account), there is no limit to the number of proxies which the Exempt Authorised Nominees may appoint
in respect of each omnibus account it holds.
6.
The instrument appointing a proxy shall:-
a) in the case of an individual, be signed by the appointer or by his/her attorney; or
b) in the case of a corporation, be either under its common seal or signed by its attorney or an officer on behalf of the corporation.
If the instrument appointing a proxy is signed by an officer on behalf of the corporation, it should be accompanied by a statement reading “signed as
authorised officer under an Authorisation Document, which is still in force, no notice of revocation has been received”. If the instrument appointing a
proxy is signed by the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under a power of
attorney, which is still in force, no notice of revocation has been received”.
7.
A corporation which is a Member, may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its
representative at the Meeting, in accordance with Article 89 of the Company’s Articles of Association.
8.
The instrument appointing the proxy together with the duly registered power of attorney referred to in Note 6 above, if any, must be deposited at the
office of the Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar
South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or at their Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding of the Meeting or at any adjournment
thereof.
Audited Financial Statements for financial year ended 31 December 2015
9.
The Audited Financial Statements under Agenda Item 1 are laid before the shareholders pursuant to the provisions of Section 169(1) and (3) of the
Companies Act, 1965 for discussion only and will not be put forward for voting.
Final Dividend of 12 sen per ordinary share for the financial year ended 31 December 2015
10.
Axiata’s existing dividend policy provides that the Company intends to pay dividends of at least 30% of its consolidated PATAMI and endeavours to
progressively increase the payout ratio over a period of time, subject to a number of factors including business prospects, capital requirements and
surplus, growth/expansion strategy, considerations for non-recurring items and other factors considered relevant by the Board.
As the Company is a holding company, its income and therefore its ability to pay dividends, is dependent upon the dividends received from its subsidiaries,
which in turn would depend on the subsidiaries’ distributable profits, operating results, financial condition, capital expenditure plans and other factors
that the respective subsidiary Board deems relevant.
On 16 February 2016, the Board declared a Final Dividend of 12 sen, implying a total dividend payout ratio of 85 % (based on FY15 normalised PATAMI
of RM2.1 billion including the interim dividend of 8 sen per Axiata Share paid last year on 29 October 2015). The total dividend of 20 sen for the financial
year ended 31 December 2015 would tantamount to a cash outflow of approximately RM1.76 billion with a dividend yield of 3.1% (based on a 3-month
VWAP).
