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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT
the Nineteenth Annual General Meeting (“19th AGM”) of Digi.Com Berhad (“the
Company”) will be held at Nexus Ballroom 2 & 3, Connexion @ Nexus, No. 7, Jalan Kerinchi, Bangsar South City, 59200
Kuala Lumpur, Malaysia on Friday, 13 May 2016 at 9.00 a.m. for the following purposes:
Agenda
As Ordinary Business
1. To receive and adopt the audited financial statements of the Company for the financial
year ended 31 December 2015 and the Directors’ and Auditors’ Reports thereon.
(Please refer to
Note 1 of the
Explanatory Notes)
2. To re-elect the following Directors of the Company retiring pursuant to the Company’s
Articles of Association:-
Article 98(A) of the Company’s Articles of Association
• Mr Morten Karlsen Sorby
• Mr Tore Johnsen
Article 98(E) of the Company’s Articles of Association
• Ms Vimala A/P V.R. Menon
• Mr Lars-Ake Valdemar Norling
• Ms Kristin Muri Moller
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
3. To approve the payment of Directors’ fees of RM621,000 for the financial year ended
31 December 2015.
Ordinary Resolution 6
4. To approve the payment of Directors’ fees of up to RM760,000 for the financial year
ending 31 December 2016 to be paid monthly in arrears.
Ordinary Resolution 7
5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
Directors to fix their remuneration.
Ordinary Resolution 8
As Special Business
To consider and, if thought fit, to pass the following resolutions:
6.
Proposed Renewal of Existing Shareholders’ Mandate and Proposed New
Shareholders’ Mandate For Recurrent Related Party Transactions 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 Listing Requirements of Bursa
Malaysia Securities Berhad, approval be and is hereby given for the Proposed
Shareholders’ Mandate for the Company and its subsidiaries, to enter into recurrent
related party transactions of a revenue or trading nature with Telenor and persons
connected with Telenor as specified in Section 2.3 of the Circular to Shareholders
dated 18 April 2016 which are necessary for the day-to-day operations and/or in the
ordinary course of business of the Company and its subsidiaries on terms not more
favourable to the related parties than those generally available to the public and are not
detrimental to the minority shareholders of the Company and that such approval shall
continue to be in force until:
(i) the conclusion of the next annual general meeting of the Company following the
general meeting at which this Ordinary Resolution shall be passed, at which time
it will lapse, unless by a resolution passed at a general meeting, the authority
conferred by this resolution is renewed;
Ordinary Resolution 9
