notiCe oF annUal General MeetinG

(iv) PROPOSED AUTHORITY FOR AXIATA TO PURCHASE ITS OwN SHARES OF UP TO 10% OF ITS

ISSUED AND PAID-UP SHARE CAPITAL

"THAT subject to the passing of ordinary resolution 12, and subject to compliance with all applicable

laws (as may be amended, modified or re-enacted from time to time), the Company's Memorandum and

Articles of Association, and the regulation and guidelines applied from time to time by Bursa Malaysia

Securities Berhad (Bursa Securities) and/or any other relevant regulatory authority, the Company be and

is hereby authorised to purchase such number of ordinary shares of rM1.00 each in the Company's issued

and paid-up ordinary share capital listed on Bursa Securities (Proposed Share Buy-Back) upon such terms

and conditions as the directors of the Company may deem fit and expedient in the interest of the

Company provided that:-

(a)

the aggregate number of shares to be purchased and/or held pursuant to this resolution shall not

exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point

in time;

(b) the maximum amount of funds to be utilised for the purpose of the Proposed Share Buy-Back shall

not exceed the Company's aggregate retained profits and/or share premium account; and

(c)

the authority conferred by this resolution shall commence immediately upon the passing of this

resolution and shall continue to be in force until:-

(i)

the conclusion of the next Annual General Meeting of the Company; or

(ii)

the expiry of the period within which the next Annual General Meeting of the Company is

required by law to be held,

unless earlier revoked or varied by an ordinary resolution passed by the shareholders of the Company

at a general meeting, whichever is the earlier;

THAT authority be and is hereby given to the directors of the Company to decide in their discretion for

the ordinary shares in the Company so purchased by the Company to be cancelled and/or retained as

treasury shares and subsequently be cancelled, distributed as dividends and/or re-sold on Bursa

Securities;

AND THAT 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 it may deem necessary, expedient and/or appropriate to implement, give full effect to and

complete the Proposed Share Buy-Back, with full powers to assent to any condition, modification,

variation and/or amendment thereto as the directors may deem fit and expedient in the best interest of

the Company."

(Ordinary Resolution 11)

pg 324

annual report 2010

Axiata Group Berhad

(242188-H) ·