Additional Compliance Information Other Disclosures The following information is provided in accordance with Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia as set out in Appendix 9C thereto. 1. Audit and Non-Audit Fees During the financial year, the amount incurred by Digi and the Group with respect to audit fees and non-audit related fees paid to external auditors for the financial year ended 31 December 2021 are as follows:- Company (RM) Group (RM) Audit Services 37,000 558,000 Non-Audit Services 832,000 1,086,000 Total Fees 869,000 1,644,000 The non-audit services comprised the following assignments: - (a) Attestation of non-financial reporting (b) Review of regulatory compliance reporting (c) Review of quarterly and year end reporting packages (d) Review of the Statement on Risk Management and Internal Control (e) Reporting Accountants for the proposed merger exercise between Digi and Celcom Axiata Berhad 2. Material Contracts Save as disclosed below, there were no other material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests which were still subsisting as at the end of the financial year or which were entered into since the end of the previous financial year: Share Purchase Agreement (“SPA”) dated 21 June 2021 between Digi and Axiata Group Berhad (“Axiata”) Digi has on 21 June 2021 entered into a conditional SPA with Axiata for the proposed merger of the telco operations of Celcom Axiata Berhad (“Celcom”) and Digi (the “Proposed Merger”). Pursuant to the SPA, Digi and Axiata have agreed for Axiata to transfer 1,237,534,681 ordinary shares in Celcom (“Celcom Shares”), representing 100% of the equity of Celcom to Digi for an aggregate consideration of RM17,746,156,250 which shall be satisfied by:- (i) Digi issuing concurrently: (a) 73,378,844 fully paid-up new ordinary shares (“Digi Shares”) or such other number of fully paid-up new Digi Shares representing 0.63% of the enlarged share capital of Digi on completion of the Proposed Merger (the “0.63% Digi Shares”) to Telenor Asia Pte Ltd, a wholly-owned indirect subsidiary of Telenor ASA (“Telenor”) and the largest shareholder of Digi (“Telenor Asia”) as nominee of Axiata subject to, amongst others, the payment by Telenor Asia to Axiata of a cash consideration of RM297,918,107 (“0.63% Digi Shares Cash Consideration”) in accordance with the terms set out in the Master Transaction Agreement dated 21 June 2021 between Axiata,Telenor and Telenor Asia; and (b) 3,883,129,144 fully paid-up new Digi Shares or such other number of fully paid-up Digi Shares representing 33.10% of the enlarged share capital of Digi on completion of the Proposed Merger (the “33.10% Digi Shares”) to Axiata, 126 Digi.Com Berhad At A Glance Message To Shareholders How We Create Value Strategies To Create Value
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