axiata group berhad | annual report 2015
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II.
Proposed Renewal of the Authority for Directors to allot and issue New Axiata Shares in relation to the DRS
The shareholders had, at the 23rd Annual General Meeting held on 20 May 2015, approved the renewal of the authority for the Directors to allot and issue
new Axiata Shares in relation to DRS and such authority will expire at the conclusion of this Annual General Meeting. The DRS provided shareholders
with the opportunity to reinvest the whole or part of cash dividends in new Axiata Shares in lieu of receiving cash subject to the determination by the
Directors, shareholders may be offered an option to reinvest such dividends in new Axiata Shares and where applicable, the portion of such dividends
to which the option to reinvest applies. Axiata had on 17 February 2016 announced to Bursa Malaysia Securities Berhad on the decision of the Board for
the shareholders to be given an option to elect to reinvest the whole or part of the proposed final dividend of 12 sen per Axiata Share for the financial
year ended 31 December 2015 (Final Dividend) into new Axiata Shares in accordance with the DRS. This proposed Ordinary Resolution 9, if approved, will
renew the Directors’ authority to issue new Axiata Shares in respect of the above Final Dividend and subsequent dividends to be declared, if any, under
the DRS, until the conclusion of the next Annual General Meeting. A renewal of this authority will be sought at subsequent Annual General Meeting.
III. Authority Under Section 132D of the Companies Act, 1965 for Directors to allot and issue Shares in the Company
The Company has not issued any new shares under the general mandate for allotment and issuance of shares up to 10% of the issued and paid-up
capital of the Company, which was approved at the 23rd Annual General Meeting held on 20 May 2015 and which shall lapse at the conclusion of the
24th Annual General Meeting to be held on 25 May 2016. The proposed Ordinary Resolution 10 is a renewal of the general mandate pursuant to Section
132D of the Companies Act, 1965 obtained from the shareholders of the Company at the previous Annual General Meeting. This resolution, if approved,
will give the Directors the mandate to allot and issue new shares in the Company (not exceeding 10% of the issued and paid-up share capital of the
Company) and flexibility to the Company in respect of any possible fund raising activities by not having to seek shareholders’ approval via a general
meeting subsequent to this 24th Annual General Meeting, which may delay the capital raising initiatives and incur relevant cost in organising the general
meeting. The authorisation, unless revoked or varied by the Company at a general meeting, will be valid until the next Annual General Meeting of the
Company.
IV. Proposed LTIP
The proposed Ordinary Resolution 11, if passed, will enable the Company to, amongst others, 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 fulfill the
conditions of eligibility for participation in the Proposed LTIP, in accordance with the Bye-Laws for the Proposed LTIP (Bye-Laws).
Detailed information on the Proposed LTIP is set out in Part B of the Circular to Shareholders dated 26 April 2016 and the draft of the Bye-Laws is set
in Appendix II of the Circular.
V.
Proposed Award
The proposed Ordinary Resolution 12, if passed, will enable the Company to award Dato’ Sri Jamaludin Ibrahim (Dato’ Sri Jamaludin), the Managing
Director/President & Group Chief Executive Officer of the Company, up to 13,032,600 Axiata Shares to be issued to and/or vested in him pursuant to
the Proposed LTIP over the a period of ten (10) years commencing from the date on which the Proposed LTIP takes effect which shall be the last day
on which full compliance with the relevant requirements under the Bye-Laws and the Main Market Listing Requirements of Bursa Securities have been
obtained or met.
Dato’ Sri Jamaludin and persons connected to him shall abstain from voting on this resolution. He has also abstained from all deliberation and voting on
this resolution at the Board of Directors’ Meeting.
