Investors

1.       INTRODUCTION

We wish to announce that Axiata Group Berhad (“Axiata”) will be seeking its shareholders’ approval for the Proposed Award of up to 2,923,434 ordinary shares in Axiata (“Ordinary Shares”) to its Managing Director/President & Group Chief Executive Officer, Dato’ Mohd Izzaddin Bin Idris, pursuant to the Axiata Share Scheme at the forthcoming Annual General Meeting (“AGM”) of Axiata.

A circular on the Proposed Award will be issued to the shareholders of Axiata in due course.

2.       DETAILS OF THE PROPOSED AWARD

The Axiata Share Scheme was approved by the shareholders of Axiata on 25 May 2016.

The Proposed Award may be offered annually to Dato’ Mohd lzzaddin Bin Idris subject to his meeting such conditions as are prescribed by Axiata pursuant to terms of the Axiata Share Scheme.

The estimated total up to 2,923,434 Ordinary Shares for grants under the Proposed Award is based on the projected maximum levels for the remaining period of the Axiata Share Scheme, which is ending on 29 September 2026.

The new Ordinary Shares to be allotted and issued pursuant to the Proposed Award shall be subject to the provisions of the Constitution of Axiata, and shall, upon allotment and issuance, rank equally in all respects with the then existing Ordinary Shares of Axiata, except that Dato’ Mohd lzzaddin Bin Idris shall not be entitled to any dividend, rights, allotment and/or other distribution, the entitlement date of which is prior to the date on which the new Ordinary Shares are allotted and issued under the Proposed Award.

3.       RATIONALE AND JUSTIFICATION FOR THE PROPOSED AWARD

The rationale for the Proposed Award is as follows:

(a)     to retain and reward Dato’ Mohd Izzaddin Bin Idris who is vital to the continued growth and business aspiration of Axiata and its subsidiaries (collectively, “Group”);

(b)     to sustain a high-performance culture, align his interest to drive long term shareholder value enhancement, and in turn, ensure the continued success of our Group.

4.       UTILISATION OF PROCEEDS

No proceeds will be raised pursuant to the Proposed Award given that the Ordinary Shares to be allotted and issued would not require any payment by Dato’ Mohd lzzaddin Bin Idris.

5.       EFFECTS OF THE PROPOSED AWARD

5.1     Issued And Paid-up Share Capital

The Proposed Award is not expected to have any immediate effect on the existing issued and paid-up Ordinary Share capital of Axiata. However, the issued and paid-up Ordinary Share capital of Axiata will increase progressively as and when the new Ordinary Shares are allotted and issued to Dato’ Mohd lzzaddin Bin Idris pursuant to the vesting of the Proposed Award.

5.2     Substantial Shareholders’ Shareholding

The Proposed Award will not have an immediate effect on the shareholdings of our substantial shareholders. The dilution to the shareholdings of our substantial shareholders will depend on the number of new Ordinary Shares issued for delivery to Dato’ Mohd lzzaddin Bin Idris at the relevant point in time pursuant to the Proposed Award.

5.3     Net Assets (“NA”), NA Per Share And Gearing

The Proposed Award will not have an immediate effect on the consolidated NA, NA per share and gearing of our Group until such time that the new Ordinary Shares are issued pursuant to the Proposed Award. Any potential effect on the NA per Share will depend on the number of shares to be issued which can only be determined at the point of the vesting of the Proposed Award.

The Proposed Award is not expected to have a material impact on our Group’s consolidated NA per share and consolidated gearing for the financial year ending 31 December 2021.

5.4     Earnings And Earnings Per Share (“EPS”)

With the adoption of the Malaysian Financial Reporting Standards 2 Share-based Payment, the cost of the Proposed Award under the Axiata Share Scheme will need to be measured at fair value on the date of the Proposed Award and recognised as an expense in the earnings over the vesting period of the Proposed Award.

The extent of the effect of the Proposed Award on our Group’s consolidated earnings and EPS cannot be determined at this juncture as it would depend on the fair value of the new shares to be issued as at the date of the Proposed Award.

5.5     Convertible Securities

Axiata does not have any convertible securities.

6.       APPROVALS REQUIRED

The Proposed Award is subject to the approval being obtained from:

(a)     our shareholders at the forthcoming 29th AGM; and

(b)     Bursa Securities for the listing of and quotation for the new Axiata Shares to be issued under the Proposed Award on the Main Market of the Bursa Securities.

7.       INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSON CONNECTED

Dato’ Mohd lzzaddin Bin Idris, Managing Director/President and Group Chief Executive Officer of Axiata  (“Interested Director”), being the grantee of the Proposed Award, is considered interested in the Proposed Award. As such, the Interested Director has abstained and will continue to abstain from deliberating and voting on the resolution pertaining to the Proposed Award at the relevant Board meetings.

The Interested Director will also abstain from voting in respect of his direct and/or indirect shareholdings in Axiata (if any) on the resolution pertaining to the Proposed Award at the forthcoming AGM.

The Interested Director has also undertaken to ensure that the persons connected with him (if any) will abstain from voting in respect of their direct and/or indirect shareholdings in Axiata on the resolution pertaining to the Proposed Award to be tabled at the forthcoming AGM.

Save as disclosed in this section, none of our directors, major shareholders and/or persons connected with them have any direct and/or indirect interest in the Proposed Award.

8.       DIRECTORS’ RECOMMENDATION

Our Board (other than the Interested Director), having considered and deliberated on all aspects of the Proposed Award, is of the view that the Proposed Award is in the best interest of our Group.

9.       ESTIMATED TIMEFRAME FOR IMPLEMENTATION OR COMPLETION

Subject to all required approvals being obtained, the Proposed Award may be made at any time and from time to time, up until the expiry of the Axiata Share Scheme on 29 September 2026.

This announcement is dated 7 May 2021.