236 Digi.Com Berhad At A Glance Message To Shareholders How We Create Value Strategies To Create Value • Sufficient time is required by the Company to find a suitable successor for Puan Yasmin as an Independent Non-Executive Director, who is also the Chair of the Nomination Committee and a member of Audit and Risk Committee and Remuneration Committee to ensure an orderly succession plan. Puan Yasmin has abstained from deliberation and decision on her retention as Independent Non-Executive Director at the Nomination Committee and Board meetings. She does not hold any shares in the Company and has no conflict of interests with the Company. The profile of Puan Yasmin is set out on page 87 of the Integrated Annual Report 2021. 4. Ordinary Resolution 7 - Proposed Shareholders’ Mandate Ordinary Resolution 7 proposed under item 7 of the Agenda, 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 BursaMalaysia Securities Berhad,without the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur. 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. 5. Special Resolution - Proposed Amendment to the Memorandum of Association of the Company This Special Resolution proposed under item 8 of the Agenda, if passed, will allow the Company to remove the redundancy of the share capital clause under the no par value regime.The amendment will not have any effect on the issued share capital, substantial shareholders’ shareholdings, net assets, gearing or earnings of the Company. The Proposed Amendment to the Memorandum of Association of the Company shall take effect once it has been passed by a majority of not less than seventy-five percent (75%) of such members of the Company who are entitled to participate in person or by proxy at the 25th AGM. Personal data privacy By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend,participate, speak and vote at the AGM and/or any adjournment thereof,a Shareholder of the Company (i) consents to the collection,use and disclosure of the Shareholder’s personal data by the Company (or its agents) for the purpose of processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof), and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Shareholder discloses the personal data of the Shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the Shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Shareholder’s breach of warranty. Notice of Annual General Meeting
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