150
NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General MeeƟng (“18th AGM”) of Digi.Com Berhad (“the Company”) will be held at Pyramid 1, Level CP3, Sunway Pyramid ConvenƟon Centre,
Persiaran Lagoon, Bandar Sunway, 47500 Petaling Jaya, Selangor Darul Ehsan on Thursday, 7 May 2015 at 10.00 a.m. for the following purposes:
Agenda
As Ordinary Business
1. To receive and adopt the audited Įnancial statements of the Company for the Įnancial year ended 31 December 2014 and the Directors’ and Auditors’
Reports thereon.
(Please refer to Note 1 of
the Explanatory Notes)
2. To re-elect Mr. Hakon Bruaset Kjol, the Director of the Company who is reƟring pursuant to ArƟcle 98(A) of the Company’s ArƟcles of AssociaƟon.
Ordinary
ResoluƟon 1
3. To approve the payment of Directors’ Allowances of RM624,244.07 for the Įnancial year ended 31 December 2014.
Ordinary
ResoluƟon 2
4. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to Įx their remuneraƟon.
Ordinary
ResoluƟon 3
As Special Business
To consider and, if thought Įt, to pass the following resoluƟon:-
5.
Proposed Renewal of ExisƟng Shareholders’ Mandate For Recurrent Related Party TransacƟons of a Revenue or Trading Nature to be entered with
Telenor ASA (“Telenor”) and Persons Connected with Telenor. (“Proposed Shareholders’ Mandate”)
“THAT, subject to the provisions of the Main Market LisƟng Requirements of Bursa Malaysia SecuriƟes Berhad, approval be and is hereby given for the
Proposed Shareholders’ Mandate for the Company and its subsidiaries, to enter into recurrent related party transacƟons of a revenue or trading nature
with Telenor and persons connected with Telenor as speciĮed in SecƟon 2.3 of the Circular to Shareholders dated 13 April 2015 which are necessary for the
day-to-day operaƟons and/or in the ordinary course of business of the Company and its subsidiaries on terms not more favourable to the related parƟes
than those generally available to the public and are not detrimental to the minority shareholders of the Company and that such approval shall conƟnue to
be in force unƟl:
(i) the conclusion of the next annual general meeƟng of the Company following the general meeƟng at which this Ordinary ResoluƟon shall be passed, at
which Ɵme it will lapse, unless by a resoluƟon passed at a general meeƟng, the authority conferred by this resoluƟon is renewed;
(ii) the expiraƟon of the period within which the next annual general meeƟng aŌer the date it is required to be held pursuant to SecƟon 143(1) of the
Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to SecƟon 143(2) of the Companies Act, 1965); or
Ordinary
ResoluƟon 4
NOTICE OF ANNUAL GENERAL MEETING
