274 / 284
Axiata Group Berhad | Annual Report 2016
272
EXPLANATORY NOTES - SPECIAL BUSINESS
Approval for Directors to Continue as Independent Non–Executive Directors
Tan Sri Ghazzali Sheikh Abdul Khalid, Datuk Azzat Kamaludin and David Lau Nai Pek have reached cumulative 9-year independence limit in 2017. In
accordance with the Malaysian Code on Corporate Governance 2012, the Board through the BNC has undertaken an assessment on the abovementioned
INEDs and has recommended for these Directors to continue to serve as Independent Directors. Details of their assessment are provided on page 82 of
the 2016 Annual Report.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed Ordinary Resolution 14, if approved, will enable the Company and/or its subsidiaries to enter into recurrent related party transactions with
related parties in the ordinary course of business which are necessary for the Group’s day-to-day operations and are on terms not more favourable to
the related parties than those generally available to the public and shall lapse at the conclusion of the next Annual General Meeting unless authority for its
renewal is obtained from shareholders of the Company at such general meeting. Detailed information on the Proposed Shareholders’ Mandate is set out
in the Circular which is despatched together with the 2016 Annual Report.
Proposed Renewal of Authority for Directors to Allot and Issue New Axiata Shares In relation to DRS
The shareholders had, at the 24th Annual General Meeting held on 25 May 2016, 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 23 February 2017 announced to Bursa Securities 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 3 sen per Axiata Share for the FY16 (Final Dividend) into new Axiata Shares
in accordance with the DRS. This proposed Ordinary Resolution 15, 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.
Authority under Sections 75 and 76 of the Companies Act 2016 for Directors to Allot and Issue New Axiata Shares
The Company has not issued any new shares under the general mandate for allotment and issuance of shares up to 10% of the issued shares of the
Company, which was approved at the 24th Annual General Meeting held on 25 May 2016 and which shall lapse at the conclusion of the 25th Annual
General Meeting to be held on 26 May 2017. The proposed Ordinary Resolution 16 is a general mandate pursuant to Sections 75 and 76 of the Companies
Act 2016 obtained from the shareholders of the Company at the Annual General Meeting and this resolution, if approved, will give the Directors the
mandate to allot and issue new shares in the Company or to make or grant offers, agreements or options in respect of such shares to such persons, in
their absolute discretion including to make or grant offers, agreements or options which would or might require share in the Company to be issued after
the expiration of the approval and flexibility to the Company in respect of any possible fund raising activities without having to seek shareholders’ approval
via a general meeting subsequent to this 25th Annual General Meeting, provided the aggregate number of shares issued does not exceed 10% of the total
number of issued shares of the Company for the time being. The general mandate, unless revoked or varied by the Company at a general meeting, will be
valid until the next Annual General Meeting of the Company. The rationale is to avoid delay in the capital raising initiatives including placement of shares
for the purpose of funding current and/or future current and/or future investment project, working capital and/or acquisitions as well as in the event of
any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on urgent basis and thereby reducing
administrative time and relevant cost associated with convening additional general meeting(s). In any event, the exercise of this mandate is only to be
undertaken if the Board considers it to be in the best interest of the Company.
NOTICE OF ANNUAL GENERAL MEETING
AGM INFORMATION