Digi Com Berhad : Minutes of the 25th AGM

DIGI.COM BERHAD

Registration No. 199701009694 (425190-X)

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-FIFTH ANNUAL GENERAL MEETING ("25TH AGM" OR "THE MEETING") OF DIGI.COM BERHAD (THE COMPANY OR DIGI) HELD AT THE BROADCAST VENUE AT STUDIO, DIGI TELECOMMUNICATIONS SDN. BHD., LOT 10, JALAN DELIMA 1/1, SUBANG HI-TECH INDUSTRIAL PARK, 40000 SHAH ALAM, SELANGOR DARUL EHSAN, MALAYSIA ON FRIDAY, 13 MAY 2022 AT 10.00 A.M.

The attendance of the remaining invitees together with the AGM Working Team who participated in the Meeting are set out in the "Attendance Sheet by Invitation". The list of shareholders, corporate representatives and proxies ("the members") who participated in the Meeting via the meeting platform https://meeting.boardroomlimited.myare set out in the "Attendance Summary".

CHAIR OF THE MEETING

The Chair of the Board of Directors ("the Board"), Mr Haakon Bruaset Kjoel (Hakon) presided as Chair of the Meeting and welcomed all shareholders, proxies and invitees to the 25th AGM of the Company.

QUORUM

Ms. Choo Mun Lai, the Company Secretary, confirmed that a quorum was present. With the requisite quorum being present, the Chair called the Meeting to order at 10.00 a.m.

Sensitivity: Internal

INTRODUCTION OF THE BOARD

The Chair introduced Mr Praveen Rajan, the Acting CEO, Mr Otto Risbakk, CFO and Ms Choo Mun Lai, the Company Secretary, who attended the broadcast venue. The Directors and Mr Desmond Tseu, representative from Messrs Ernst & Young PLT who participated remotely were introduced. He also welcomed the representatives from the Minority Shareholders' Watch Group ("MSWG").

The Chair extended Ms Wenche Marie Agerup's apologies for not able to attend the Meeting.

NOTICE

With the consent of the members present, the Notice convening the Meeting having been issued and circulated for the prescribed period was taken as read.

SUMMARY OF PROXY FORMS RECEIVED

The Chair reported that a total of 1,988 members representing 6,996,584,615 ordinary shares or 90% of the total number of issued shares of the Company had registered themselves to attend the Meeting via RPEV Facility. The Company had received 661 proxy forms from the shareholders for 6,994,114,631 shares representing 89.96% of the total number of issued share capital of the Company. Out of those, there were 559 shareholders who had appointed the Chair of the Meeting as proxy to vote on their behalf and the shares so represented stood at 894,836,819 which represent approximately 11.51% of the issued share capital of the Company.

POLLING AND VOTING PROCEDURE

In accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the AGM would be voted by poll. The Chair demanded for a poll to be taken on all the resolutions set out in the Notice convening the Meeting pursuant to the Articles of Association ("AA") of the Company.

The Chair informed that the Company had appointed Boardroom Share Registrars Sdn. Bhd. as the Poll Administrator to conduct the poll voting and Sky Corporate Services Sdn. Bhd. as the Independent Scrutineers to verify the poll results. The Poll Administrator briefed the members on the voting procedure via RPEV facility.

Thereafter, the Chair proceeded with the business of the AGM.

AGENDA OF 25TH AGM

AS ORDINARY BUSINESS

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON ("AFS 2021")

The Chair informed the Meeting that the first item on the Agenda was to receive the AFS 2021. With the consent of the members present, AFS 2021 having been circulated within the prescribed period was taken as read. The Meeting noted that

this agenda item was meant for discussion as it does not require a shareholders' approval. Hence, it would not be put to vote.

Before proceeding with the next Agenda, the Company played a pre-recorded video by the Acting CEO together with the CFO giving an overview of the Company's performance and the key highlights for the financial year ended 31 December 2021. Presentation slides are enclosed as Appendix I.

The Chair thanked the Acting CEO and CFO for their presentation.

2. (I) ORDINARY RESOLUTION 1 - RE-ELECTION OF MR HAAKON

1. ORDINARY RESOLUTION 2 - RE-ELECTION OF MR LARS ERIK TELLMANN

Ms Vimala Menon (Vimala) took over as the Chair since Mr Haakon was an interested party in the Ordinary Resolution 1. She informed that Mr Haakon, who was subject to retire pursuant to Article 98(A) of the Company's AA and being eligible, had offered himself for re-election. She then handed back the Chair to Mr Haakon.

The Chair informed that the Ordinary Resolution 2 was to seek shareholders' approval on the re-election of Mr Lars Erik Tellmann, who was subject to retire pursuant to Article 98(A) of the Company's AA and being eligible, had offered himself for re-election.

1. ORDINARY RESOLUTION 3 RE-ELECTION OF DATUK IAIN JOHN LO
   The Chair informed that the Ordinary Resolution 3 was on the re-election of Datuk Iain John Lo, who was subject to retire pursuant to Article 98(E) of the Company's AA and being eligible, had offered himself for re-election.
2. ORDINARY RESOLUTION 4
   PAYMENT OF DIRECTORS' FEES TO THE INDEPENDENT NON- EXECUTIVE DIRECTORS AND BENEFITS PAYABLE TO THE DIRECTORS
   The Chair informed that Ordinary Resolution 4 was to seek shareholders' approval on the payment of Directors' fees of up to RM900,000 for the Independent Non- Executive Directors and benefits payable to the Directors up to an aggregate amount of RM16,000 from 14 May 2022 until the next AGM of the Company.
   The Directors who were also shareholders of the Company had abstained themselves from voting on this resolution and it was noted that none of the Directors of the Company held shares in the Company.
3. ORDINARY RESOLUTION 5
   RE-APPOINTMENT OF MESSRS. ERNST & YOUNG PLT AS AUDITORS OF THE COMPANY AND AUTHORISATION TO DIRECTORS TO FIX THEIR REMUNERATION

The Chair informed that the next item on the Agenda was to seek the shareholders' approval to re-appoint Messrs. Ernst & Young PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. The retiring Auditors, Messrs. Ernst & Young PLT had indicated their willingness to accept re-appointment.

AS SPECIAL BUSINESS

1. ORDINARY RESOLUTION 6
   RETENTION OF PUAN YASMIN BINTI ALADAD KHAN AS INDEPENDENT NON-EXECUTIVE DIRECTOR
   Ordinary Resolution 6 was to seek shareholders' approval on the retention of Puan Yasmin Binti Aladad Khan, who would serve the Board as an Independent Non- Executive Director of the Company for a cumulative term of more than nine (9) years on 23 July 2022, to continue to act as Independent Non-Executive Director of the Company until the conclusion of the next AGM.
   The rationale for recommendation for the proposed retention was set out under the explanatory notes of the Notice of 25th AGM.
2. ORDINARY RESOLUTION 7
   PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE
   FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("RRPT"), TO BE ENTERED WITH TELENOR ASA AND PERSONS CONNECTED WITH TELENOR ASA ("PROPOSED SHAREHOLDERS' MANDATE")
   Since Mr Haakon, the representative of Telenor ASA, was deemed interested in the Proposed Shareholders' Mandate, Ms Vimala took over the Chair for the tabling of the Ordinary Resolution 7.
   Ms Vimala informed that Ordinary Resolution 7 was to renew the existing shareholders' mandate for RRPT to be entered with Telenor ASA and persons connected with Telenor ASA. The details and the rationale for seeking the shareholders' approval for the Proposed Shareholders' Mandate was set out in of the
   Circular to Shareholders dated 13 April 2022.
   She also informed that the related parties involved in these transactions were Telenor ASA, the ultimate holding company of the Company and parties related to them, and the interested Directors had abstained and would continue to abstain from all deliberations on this resolution. It was noted that none of the Directors of the Company held shares in the Company.
   Ms Vimala handed over the Chair back to Mr Haakon. Mr Haakon thanked Ms Vimala and took over the Chair.
3. SPECIAL RESOLUTION
   PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The last item under Special Business of the agenda was a Special Resolution, which was to seek shareholders' approval on the proposed amendment to the existing Memorandum of Association of the Company.

It was noted that the proposed amendment to Clause 5 of the existing Memorandum of Association of the Company is to allow the Company to remove the share capital redundancy clause under the no par value regime. The amendment would not have effect on the issued share capital, substantial shareholders' shareholdings, net assets, gearing or earnings of the Company.

QUESTION AND ANSWER ("Q&A") SESSION

The Chair reported that the Company has received questions submitted prior to the Meeting and encouraged the members to raise real time questions through the messaging icon. Questions of similar in nature would be collated and addressed together and the Board will attempt to respond to the questions submitted. If there are time constraints, the responses would be emailed directly by the Investor Relations Team to the Shareholders after the Meeting.

The Meeting noted that the proposed merger exercise was proceeding as planned, and currently in the midst of filing for regulatory updates and process. The Company would not be able to comment or provide further details at this juncture. Nevertheless, the Company would give the shareholders ample opportunity to address merger-related question in forthcoming general meeting. The Chair informed that the AGM Q&A session will be catered for operational, financial and strategic questions of the Company.

1. QUESTIONS FROM MSWG
   The Meeting further noted that the Company had received questions from MSWG and the replies to the questions were projected on the slide presentation enclosed as Appendix II.
2. QUESTIONS FROM THE SHAREHOLDERS PRIOR TO THE 25TH AGM
   The Meeting continued with the questions received prior to the Meeting. The Meeting was informed that the full list of pre-submitted questions and responses had been made available for shareholders' viewing during the Meeting and the same will be uploaded on the Company's Investor Relation webpage, a copy of which is also enclosed as Appendix III.
3. LIVE QUESTIONS FROM THE SHAREHOLDERS DURING THE AGM THROUGH THE MESSAGING ICON
   The Company had received live questions from the Shareholders during the AGM through the messaging icon, enclosed as Appendix IV.

After having addressed all the questions raised, the Chair informed the Q&A session was closed and moved on to the polling session.