Annual Report 2012 - Dialog

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136 l Dialog Axiata PLC l Annual Report 2012 Notice of Annual General Meeting AS SPECIAL BUSINESS 9. To consider and, if thought fit to pass the following Special / Ordinary Resolutions:- (I) PROPOSED LONG TERM INCENTIVE PLAN FOR EMPLOYEES AS SPECIAL RESOLUTIONS a) Special Resolution 1 THAT the Long Term Incentive Plan (“LTIP”) as described in the Circular to Shareholders dated 30th March 2013 be established by the Company, subject to the terms and conditions stated therein and the Rules attached to the Circular. b) Special Resolution 2 THAT the Company shall, notwithstanding the provisions of Article 09 of the Articles of Association of the Company, issue up to a maximum of 407,188,920 ordinary shares to eligible employees under the aforesaid LTIP, in accordance with and subject to the terms and conditions set out in the aforesaid Circular to Shareholders dated 30th March 2013, without first offering the said shares to the existing shareholders of the Company at the time of such offer/issue and allotment and that these new shares shall, upon allotment and issuance, rank pari passu in all respects with the existing issued ordinary shares of the Company. AS AN ORDINARY RESOLUTION: c) Ordinary Resolution 9 THAT the Board of Directors of the Company be and are hereby authorised to; i) implement, administer and give effect to the LTIP in accordance with its Rules; ii) allot and issue from time to time, such number of new ordinary shares in such amounts as may be determined by it to eligible employees of the Group (including executive directors) under the LTIP on terms and conditions set out in the Circular to Shareholders and the Rules attached thereto. 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 to facilitate the implementation of the above LTIP. AS OTHER BUSINESS 10. To consider any other business of which due notice has been given. By Order of the Board Ms. Viranthi Attygalle Company Secretary 30th March, 2013 Colombo Notes: i) Only persons who are shareholders of the Company and whose names appear on the Share Register as at the AGM date will be entitled to attend the above meeting. ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his/her place by completing the Form of Proxy enclosed herewith. iii) A proxy need not be a shareholder of the Company. However the proxy must be above 18 years of age. iv) Shareholders / Proxy holders are kindly advised to bring along with them their National Identity Card or a similar form of acceptable identity when attending the meeting. v) For more information, please refer Administrative Details enclosed herewith.
DATE : Wednesday, 8 May 2013 TIME : 03:30 PM Annual Report 2012 l Dialog Axiata PLC l 137 Administrative Details for the 16th Annual General Meeting VENUE : Sri Lanka Exhibition & Convention Centre, No 12, D.R Wijewardane Mawatha, Colombo 10. REGISTRATION 1. Registration will be from 2.00 p.m. to 3.30 p.m. 2. Please produce your National Identity Card (NIC) to the registration staff for verification. 3. Upon verification, you are required to write your name and sign on the Attendance List placed on the registration table. 4. You will be given an identification wristband and it will be mandatory that it is worn throughout the event, as no person will be allowed to enter the meeting hall or refreshments area without the wristband. There will be no replacement in the event that you lose or misplace the identification wristband. 5. If you are attending the meeting as a shareholder as well as a proxy for another, you will be given only one identification wristband. 6. After registration, please leave the registration area immediately and proceed to the meeting hall.7. The registration counters will handle only verification of identity and registration. HELP DESK 8. Please proceed to the Help Desk for any clarification or queries. 9. The Help desk will also handle revocation of proxy’s appointment. ENTITLEMENT TO ATTEND AND VOTE 10. Only persons who are shareholders of the Company and whose names appear on the Share Register as at the AGM date will be entitled to attend the above meeting. PROXY 11. A shareholder entitled, as set out above, to attend and vote at the meeting but is unable to attend the meeting, is entitled to appoint a proxy to attend and vote at the AGM instead of him/her by completing the Form of Proxy enclosed herewith. 12. The Form of Proxy should only be used for the purpose of appointing a proxy to attend and vote on your behalf at the meeting in the event you are unable to attend the meeting, and should not be used to confirm participation at the AGM. 13. If you have submitted your Form of Proxy prior to the meeting and subsequently decide to attend the meeting yourself, please proceed to the Help Desk to revoke the appointment of your proxy. You will not be allowed to attend the meeting together with a proxy appointed by you. 14. In order to be valid, the Form of Proxy must be duly completed and forwarded to the Company Secretary, Dialog Axiata PLC, No. 475, Union Place, Colombo 2, and must be received not later than 48 hours before the time appointed for holding the meeting, i.e. before 03:30 p.m. on 6 May 2013. ENQUIRY 15. If you have general queries prior to the meeting, you may contact us on our Shareholder Helpline on +94 773 908 929 or contact the following persons during working hours on the numbers given below - Ms. Lakshitha Gunawardena +94 777 087 564 Ms. Anushka Lewke +94 777 088 900
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Dialog Axiata PLC l Annual Report 2
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Introduction to the Company Dialog
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Annual Report 2012 l Dialog Axiata
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Mr. Moksevi Prelis Independent, Non
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Mr. James Maclaurin Non-Independent
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Group NPAT Rs. Mn +23% 7,000 6,000
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Gross Debt to Equity 2.0 1.5 1.0 0.
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Dialog Axiata PLC - Financial Revie
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EBITDA Annual Report 2012 l Dialog
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Table 1: Market information on DIAL
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Figure 4: Trend in Composition of S
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Financial Reports Annual Report of
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46 l Dialog Axiata PLC l Annual Rep
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