Axiata Group Berhad - Annual Report 2016

Axiata Group Berhad | Annual Report 2016

267

AS SPECIAL BUSINESS:-

To consider and, if thought fit, to pass the following Ordinary Resolutions:-

To approve the following Directors, each of whom has served as an Independent Non-Executive Director for a cumulative term of more than

nine years, to continue to act as Independent Non-Executive Directors:-

Tan Sri Ghazzali Sheikh Abdul Khalid

(Ordinary Resolution 11)

ii)

Datuk Azzat Kamaludin

(Ordinary Resolution 12)

iii) David Lau Nai Pek

(Ordinary Resolution 13)

10.

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 27 April 2017 (Circular) despatched together with the 2016 Annual Report,

which are necessary for the day-to-day operations in the ordinary course of the business of Axiata 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 Axiata;

THAT

such approval will continue to be in force and effect until:-

The conclusion of the next Annual General Meeting 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 next Annual General Meeting is required to be held under Section 340(2) of the Companies Act

2016 (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or

iii) Revoked or varied by resolution passed by the shareholders in general meeting,

whichever is earlier;

AND THAT

the Directors 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, as may be required) to give effect to the aforesaid

shareholders’ mandate and transactions contemplated under this resolution.”

(Ordinary Resolution 14)

11.

PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW ORDINARY SHARES 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 THAT

the Directors and the Secretary 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) as may 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 15)

AGM INFORMATION