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NOTES:-
(A) APPOINTMENT OF PROXY
(i) A member entitled to attend and vote at a meeting of the Company is entitled to appoint any person as his proxy to attend and vote instead of him and that a
proxy need not also be a member of the Company and the provision of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
(ii) Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act 1991, there shall be no limit to the number of
proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
(iii) A power of attorney or certified copy thereof or the instrument appointing a proxy, shall be in writing under the hand of the appointer or his attorney duly
authorised in writing, and in the case of a corporation, either under seal or under hand of an officer or attorney duly authorised.
(iv) The instrument appointing a proxy or the power of attorney or a certified copy thereof must be deposited at the Company’s Share Registrar Office at Level 17,
The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia at least forty-eight (48) hours before the time appointed for
holding the meeting or any adjournment thereof.
(B) EXPLANATORY NOTES
1. Agenda item no. 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of
shareholders for the Audited Financial Statements. Hence, this item on the Agenda is
not put forward for voting
.
2. Ordinary Resolution 6 proposed, if passed, will allow the Company and its subsidiaries (“Group”) to enter into recurrent related party transactions in
accordance with paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the necessity to convene separate
general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur would not arise. This would
reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the
Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis.
3. In respect of Ordinary Resolution 7, the Board of Directors (“Board”) has via the Nomination Committee conducted an evaluation on the re-appointment of
Dato’ Ab. Halim Bin Mohyiddin, who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine years, and
recommended him to continue to act as Independent Non-Executive Director of the Company. Dato’ Ab. Halim Bin Mohyiddin fulfilled the criteria under
the definition on Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. His experience in the audit
and accounting industries enables him to provide the Board with a diverse set of experience, expertise, skills and competence. As he has been with the
Company for more than nine years, he therefore understands the Company’s business operations which enable him to participate actively and contribute
during deliberations or discussions at Audit & Risk Committee and Board meetings without compromising his independent and objective judgement. He has
contributed sufficient time and efforts and attended all the Audit & Risk Committee and Board meetings.
NOTICE OF ANNUAL GENERAL MEETING
DiGi.COM BERHAD (425190-X)
ANNUAL REPORT 2013
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