Download - Axiata Group Berhad - Investor Relations

Notice of Annual General MeetingNotes:1. A Member entitled to attend and vote at the above Meeting isentitled to appoint a proxy to attend and vote in his/her stead.A proxy need not be a Member of the Company and theprovisions of Section 149(1) (a), (b), (c) and (d) of the CompaniesAct, 1965 shall not apply to the Company.2. A Member shall not be entitled to appoint more than two (2)proxies to attend and vote at the Meeting provided that wherea Member of the Company is an authorised nominee as definedin accordance with the provisions of the Securities Industry(Central Depositories) Act, 1991, it may appoint at least one (1)proxy but not more than two (2) proxies in respect of eachsecurities account it holds with ordinary shares in the Companystanding to the credit of the said securities account.3. Where a Member appoints two (2) proxies, the appointmentsshall be invalid unless the proportion of the holding to berepresented by each proxy is specified.4. The instrument appointing a proxy shall be in writing under thehand of the appointer or his attorney duly appointed under apower of attorney or if such appointer is a corporation, eitherunder its common seal or under the hand of an officer orattorney duly appointed under a power of attorney. If the ProxyForm is signed under the hand of an officer duly authorised, itshould be accompanied by a statement reading “signed asauthorised officer under an Authorisation Document which is stillin force, no notice of revocation has been received”. If the ProxyForm is signed under the attorney duly appointed under a powerof attorney, it should be accompanied by a statement reading“signed under a Power of Attorney which is still in force, nonotice of revocation has been received”. A copy of theAuthorisation Document or the Power of Attorney, which shouldbe valid in accordance with the laws of the jurisdiction in whichit was created and is exercised, should be enclosed with theProxy Form.5. A corporation which is a Member, may by resolution of itsDirectors or other governing body authorise such person as itthinks fit to act as its representative at the Meeting, in accordancewith Article 89 of the Company’s Articles of Association.6. The instrument appointing the proxy together with the dulyregistered power of attorney referred to in Note 4 above, if any,must be deposited at the office of the Share Registrar, TricorInvestor Services Sdn Bhd (formerly known as Tenaga KoperatSdn Bhd), Level 17, The Gardens North Tower, Mid Valley City,Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia not lessthan 48 hours before the time appointed for holding of theMeeting or at any adjournment thereof.EXPLANATORY NOTES ON SPECIAL BUSINESSProposed Shareholders’ Mandate for Recurrent Related PartyTransactions of a Revenue or Trading NatureThe proposed Ordinary Resolution 7, if passed, will enable theCompany and/or its subsidiaries to enter into recurrent related partytransactions with related parties in the ordinary course of businesswhich are necessary for the Group’s day-to-day operations and areon terms not more favourable to the related parties than thosegenerally available to the public and shall lapse at the conclusion ofthe next Annual General Meeting unless authority for its renewal isobtained from shareholders of the Company at a general meeting.Detailed information on the Proposed Shareholders’ Mandate is setout in Appendix I of the Circular to Shareholders dated 31 May 2010which is despatched together with the Company’s Annual Report2009.Annual Report 2009 • 309