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Axiata Group Berhad | Annual Report 2016
269
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.
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 Articles 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 proxies to attend and vote on his/her behalf. Where
a Member appoints two 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 proxy but not more than two 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 Nominee 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 Articles. Pursuant to Section 333 (3) of the Companies Act 2016, if the
corporation authorizes more than one person, every one of the representative is entitled to exercise the same powers on behalf of the corporation
as the corporation could exercise if every one of the representative was an individual member of the Company. However, if more than one of the
representatives do not purport to exercise the power in the same way, the power is treated as not exercised.
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 its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue
3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia no later than 25 May 2017 at 3.00 p.m.
9.
Pursuant to Paragraph 8.29 of the Main LR, all resolutions set out in the Notice of AGM will be put to vote on poll.
Audited Financial Statements
10.
The Audited Financial Statements for financial year ended 31 December 2016 (FY16) under Agenda 1 are laid before the shareholders pursuant to
the provisions of Section 340(1) of the Companies Act 2016 for discussion only and will not be put forward for voting.
Final Dividend of 3 sen per Ordinary Share
11.
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 Axiata 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 22 February 2017, for both prudent and strategic reasons, the Board recommended a conservative Final Dividend of 3 sen, implying a total
dividend payout ratio of 50% (based on FY16 normalised PATAMI of RM1,418.3 million (including the interim dividend of 5 sen per Axiata Share
paid last year on 7 November 2016). The total dividend of 8 sen for the FY16 would tantamount to a total payout of approximately RM715.5 million
with a dividend yield of 1.7% (based on a 3-month VWAP). The Final Dividend is subject to the approval of the shareholders at this Annual General
AGM INFORMATION