(iii) do or procure to be done all acts, deeds and things, and to take all such decisions, as they may

be in their discretion deem fit, necessary, expedient and/or appropriate, and in the best interests

of the Company, including making the necessary applications at the appropriate time or times

to Bursa Malaysia Securities Berhad for the listing of and quotation for the Axiata Shares which

may from time to time be issued and allotted pursuant to the Axiata Share Scheme;

(iv) to modify and/or amend the Axiata Share Scheme from time to time as may be required in

accordance with applicable law, provided that such modifications and/or amendments are

effected and permitted in accordance with the provisions of the Bye-Laws relating to

modifications and/or amendments; and

(v)

execute, sign and deliver on behalf of the Company, all such agreements, arrangements,

undertakings, instruments or other documents as may be necessary, with full powers to assent

to any arrangement, condition, modification, variation and/or amendment thereto as the

directors of the Company may deem fit in order to give effect to the Axiata Share Scheme."

(Ordinary Resolution 9)

(iii) PROPOSED GRANT OF ENTITLEMENT TO, AND ALLOTMENT AND ISSUE OF, ORDINARY SHARES OF

NOMINAL VALUE RM1.00 EACH IN THE COMPANY TO DATO' SRI JAMALUDIN IBRAHIM, MANAGING

DIRECTOR/PRESIDENT & GROUP CHIEF EXECUTIVE OFFICER OF THE COMPANY

"THAT, subject to and conditional upon ordinary resolution 9 being passed:

(a)

approval be and is hereby given for the Company to grant entitlement to, and to allot and issue, up

to 1,198,300 new Axiata Shares to dato' Sri Jamaludin Ibrahim, Managing director/President & Group

Chief executive officer of the Company, subject always to the terms and conditions of the Bye-Laws

of the Axiata Share Scheme and/or any adjustment which may be made in accordance with the

provisions of the Bye-Laws of the Axiata Share Scheme; and

(b) in order to implement, complete and give full effect such grant, allotment and issuance, approval be

and is hereby given to the directors of the Company to do or procure to be done all acts, deeds

and things and to execute, sign and deliver on behalf of the Company, all such documents as they

may deem necessary, expedient and/or appropriate, with full powers to assent to any condition,

modification, variation and/or amendment thereto as the directors of the Company may deem fit

(Ordinary Resolution 10)

and in the best interest of the Company."

pg 323