notiCe oF annUal General MeetinG

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

(i)

the conclusion of the next Annual General Meeting of the Company 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 Company's next Annual General Meeting is required to be

held under Section 143(1) of the Companies Act, 1965 (but must not extend to such extension as may be

allowed pursuant to Section 143(2) of the Companies Act, 1965); or

(iii) revoked or varied by resolution passed by the shareholders of the Company in general meeting,

whichever is earlier;

AND THAT the directors of the Company 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 of Association of the Company, as may be required) to give

effect to the aforesaid shareholders' mandate and transaction contemplated under this resolution."

(Ordinary Resolution 8)

(ii) PROPOSED AMENDMENTS TO THE BYE-LAwS OF THE EXISTING PERFORMANCE-BASED EMPLOYEE

SHARE OPTION SCHEME OF AXIATA TO INCLUDE A RESTRICTED SHARE PLAN

"THAT:

(a)

the proposed amendments to the Bye-Laws of the Performance-Based employee Share option

Scheme of the Company established by the Company on 16 April 2009 (existing eSoS), as described

in section 2 of Main Letter of Part A of the Circular to Shareholders dated 10 May 2011 (Proposed

Amendment), be and are hereby approved;

(b) the existing eSoS, the Bye-Laws having been amended, be and is forthwith re-named "Performance-

Based employee Share option And Share Scheme" (Axiata Share Scheme);

(c)

the directors of the Company be and are hereby authorised to:

(i)

implement, administer and give effect to the Axiata Share Scheme in accordance with its Bye-

Laws, as so amended;

(ii)

allot and issue such number of new ordinary shares of rM1.00 each in the Company (Axiata

Shares) as may be required to be issued for the purposes of the Axiata Share Scheme, provided

that the aggregate number of Axiata Shares issued, pursuant to the exercise of the options

already granted to Axiata eligible employees and in any case under the Axiata Share Scheme,

does not exceed seven percent (7%) of the total issued and paid-up share capital of the

Company at any time during the duration of the Axiata Share Scheme; and that these Axiata

Shares shall, upon allotment and issuance, rank equally in all respects with the then existing

issued Axiata Shares and will be subject to all the provisions of the Company's Articles of

Association relating to transfer, transmission and otherwise;

pg 322

annual report 2010

Axiata Group Berhad

(242188-H) ·