PROPOSED AMENDMENTS TO TELEKOM MALAYSIA BERHAD'S … · 2018. 3. 27. · PROPOSED AMENDMENTS TO...

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PROPOSED AMENDMENTS TO TELEKOM MALAYSIA BERHAD'S (TM) EXISTING MEMORANDUM & ARTICLES OF ASSOCIATION (TM’S M&A) AND SUBSTITUTION OF THE SAME WITH ITS CONSTITUTION

Defined Terms

Constitution: TM’s Proposed Constitution

Main LR: Bursa Malaysia Main Market Listing Requirements

New CA: Companies Act 2016

Old CA : Companies Act 1965

Item Memorandum /Article (I)

Existing Language (II)

Proposed Amendments for consistency with the New CA and Main LR (III)

Rationale/ Remark (IV)

1. All clauses in the Memorandum

Clause 1 (Name) The name of the Company is TELEKOM MALAYSIA BERHAD (128740-P) Clause 2 (Office) The Registered Office of the Company will be situated in Malaysia. Clause 3 (Object) The objects for which the Company is established are:

(1) To provide a national telecommunication services and data processing services within Malaysia as well as to and from overseas.

(2) To construct, manufacture, produce,

purchase, take or hire or hire-purchase, install, maintain and repair anything required for the purposes of its business or the business of any of its subsidiaries.

No changes are being proposed to the clauses in substance. Minor editorial amendments will be made to Clause 3 as follows: (a) the reference to "trade mark" in Clause

3(26) will be amended to "trademark"; and

(b) the reference to "clause" in Clause 3 will be amended to "Clause".

However reference to "this Memorandum" in the relevant clause referred to in Column II will be deleted and replaced with "this Constitution".

The New CA does not distinguish between a company's memorandum and its articles of association. TM's memorandum will therefore be merged with and subsumed within its Constitution.

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(3) To construct, manufacture, produce or purchase for supply to outside persons anything which necessarily involves the use of telecommunications, and to install, maintain, repair and test for such persons such thing.

(4) To provide consultancy and advisory

services concerning anything that it does in exercise of its powers or has power to do, and facilities for the training of persons for any purpose connected with anything that it so does or has power to do.

(5) To meet the industrial, commercial,

social and household needs of the country for comprehensive and efficient telecommunications services and, so far as the Company considers reasonably practicable, to satisfy all reasonable demands for such services throughout the Country.

(6) To enter into any arrangements with

any governments or authorities, supreme, municipal, local or otherwise or any person or company that may seem conducive to the objects of the Company, or any of them, and to obtain from any such government, authority, person or company any rights, privileges, charters, contracts, licences and concessions which the Company may think it desirable to obtain and to

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carry out, exercise and comply therewith.

(7) To enter into and carry out agreements

with any person for the carrying out by him, whether as its agents or otherwise, or any of the activities which itself may carry out or for the carrying out jointly by him and it of any of these activities.

(8) To acquire land which is required by it,

for or in connection with, the exercise of its powers or as to which it can be reasonably foreseen that it will be so required.

(9) To purchase, take on lease or in

exchange, hire and otherwise acquire any movable or immovable property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock in trade.

(10) To dispose (whether absolutely or for a

term of years) of any part of its undertaking or any property which in its opinion is not required by it for, or in connection with the exercise of its powers, and, in particular, to dispose of an interest in, or right over, any property which, subject to the interest or right, is retained by it.

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(11) For the purposes of its business, to subscribe for, or acquire, any securities of an incorporated company or other body corporate, to procure its admission to membership of an incorporated company limited by guarantee and not having a share capital, to promote the formation of an incorporated company or participate in the promotion of such a company or to acquire an undertaking or part of an undertaking.

(12) Subject to applicable laws, to purchase,

provide financial assistance for the purpose of, subscribe for, underwrite, invest in, take, otherwise acquire and hold any shares, stocks, bonds, options, debentures, debenture stock obligations or securities in or of any company, including the Company itself, corporation, public body, supreme, municipal, local or otherwise of any Government or State, and to act as and perform all the functions of a holding company.

(13) To give or lend money to, or give a

guarantee for the benefit, of any person with whom it has entered into an agreement by virtue of paragraph (7) for the purpose of enabling him to carry out the agreement and, for the purposes of its business, to give or lend money to or give a guarantee for the benefit of, any other person for the purposes of an

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undertaking carried out by him or, where that person is a body corporate, an undertaking carried out by a subsidiary of the person.

(14) To do anything for the purpose of

advancing the skill of persons employed by it or that of persons who, though not so employed, are engaging themselves, or have it in contemplation to engage themselves, in work of a kind in the case of which it has or may have a direct or indirect concern in the products hereof.

(15) To promote (either by itself or by

others) research into matters which affect, or arise out of, the carrying out of its business.

(16) To promote the doing of such work as is

requisite to enable the results of research (whether promoted by it or not) into matters affecting, or arising out of, the carrying out of its business and the results of research promoted by it into other matters.

(17) To provide assistance (including

financial assistance) to, or promote the activities of, any institution or person if, in its opinion, the consequences of doing so will enure for its benefit.

(18) To provide houses, hostels and such like

accommodation for persons engaged in its business.

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(19) To make loans to persons employed by

it or by its subsidiaries or by an associate company where the Company owns twenty percent (20%) or more of its issued share capital (including in particular, loans to assist them to acquire housing accommodation and means of transport) and to guarantee loans made to persons so employed (including loans made by banks, co-operatives, societies and other bodies for housing purposes).

(20) To promote recreational activities for,

and activities conducive to the welfare of persons who are, or have been, employed by it and the families of such persons and to assist the promotion by others of such activities.

(21) To furnish any authority or person

outside Malaysia with assistance (whether financial, technical or of any other nature) if, in its opinion, the consequences of doing so will enure for its benefit.

(22) To invest and borrow money in

pursuance of its objects as it thinks fit. (23) To establish and support or aid in the

establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or directors or past

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employees or directors of the Company or of its predecessors in business, or the dependents or connections of any such persons; and to grant pensions and allowances, and to make payments towards insurance; and to subscribe or guarantee money for charitable, patriotic or benevolent objects or for any exhibition or for any public, general or useful object.

(24) To manufacture, buy, sell, exchange,

alter, improve, manipulate, prepare for market and otherwise deal in all kinds of plant, machinery, apparatus, tools, utensils, materials and things.

(25) To acquire, and undertake the whole or

any part of the business, property and liabilities of any person or company carrying on any business which the Company is authorized to carry on, or possessed of property suitable for the purpose of the Company.

(26) To apply for, purchase, or otherwise

acquire any patent, patent rights, copyrights, trademarks, formulae, licence, concession and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or

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indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account, the property, rights, or information so acquired.

(27) To amalgamate or enter into

partnership or into any arrangement for sharing of profits, union of interest, cooperation, joint venture, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engaged in any business or transaction which the Company is authorized to carry on or engaged in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

(28) To promote any other company or

companies for the purpose of acquiring or taking over all or any of the property, rights and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

(29) To borrow or raise or secure the

payment of money in such manner as the Company may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company or by any other

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person in any way and in particular by the issue of debentures, perpetual and otherwise, charged upon all or any of the Company’s property (both present and future), including its uncalled capital; and to purchase, redeem or pay off any such securities.

(30) To remunerate any person or company

for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures or other securities of the Company or in or about the organisation, formation or promotion of the Company or the conduct of its business.

(31) To draw, make, accept, endorse,

discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

(32) To adopt such means of making known

and advertising the business and products of the Company as may seem expedient.

(33) To apply for, secure, acquire by grant,

legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority or franchise, concession, right or privilege

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which any Government or authority or any corporation or other public body may be empowered to grant; and to pay for, aid in and contribute towards carrying the same into effect; and to appropriate any of the Company’s shares, debentures or other securities and assets to defray the necessary costs, charges and expenses thereof.

(34) To apply for, promote and obtain any

statute, order, regulation, or other authorization or enactment which may seem calculated directly or indirectly to benefit the Company; and to oppose any bills, proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(35) To procure the Company to be

registered or recognized in any country or place outside Malaysia.

(36) To sell, improve, manage, develop,

exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property both movable and immovable and rights of the Company.

(37) To issue and allot fully or partly paid

shares in the capital of the Company in payment or part payment for any movable or immovable property purchased or otherwise acquired by the

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Company or any services rendered to the Company.

(38) To distribute any of the property of the

Company among the members in kind or otherwise but so that no distribution amounting to a reduction of capital shall be made without the sanction required by law.

(39) To take or hold mortgages, liens and

charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Company’s property of whatsoever kind sold by the Company, or any money due to the Company from purchasers and others.

(40) To pay out of the funds of the Company

all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions, for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the Company.

(41) To transact any lawful business in aid of

Malaysia in the prosecution of any war or hostilities in which Malaysia is engaged.

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(42) To carry out all or any of the objects of the Company and do all or any of the above things in any part of the world and either as principal, agent, contractor, or trustee, or otherwise, and by or through trustees or agents or otherwise, and either alone or in conjunction with others.

(43) To do all such other things as are

incidental or conducive to the attainment of the objects and the exercise of the powers of the Company.

The objects set forth in any sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except when the context expressly so requires, be in any way limited to or restricted by reference to or inference from any object or objects set forth in such sub-clause or from the terms of any other sub-clause or by the name of the Company. None of such sub-clause or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have full power to exercise all or any of the powers and to achieve or to endeavour to achieve all or any of the objects conferred by and provided in any one or more of the said sub-clause provided always that nothing in this Memorandum contained shall empower the Company to carry on any life assurance business or fire insurance business or the business of banking. The word “Company” in

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this Clause shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated and whether domiciled in Malaysia or elsewhere. Clause 4 (Limited Liability) The liability of the members of the Company is limited. Clause 5 (Share Capital) The capital of the Company is RM3,528,003,015.00 divided into 5,040,000,020 ordinary shares of RM0.70 each, one (1) Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C Non-convertible Redeemable Preference Shares of RM1.00 each and 1,000 Class D Non-convertible Redeemable Preference Shares of RM1.00 each, with power for the Company to increase or reduce the said capital, and to vary or, abrogate the rights attached to any class of shares in the Company and to issue any part of its capital, original or increased, with or without any preference, priority, or special privilege, or subject to any postponement of rights, or to any conditions, or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the powers herein before contained.

2. 8(5) Rights of

Redemption and Repayment of

Capital

Article 8(5) " redeem the Special Shares at par…"

All references to the par value regime in the relevant Articles referred to in Column II (save for Article 8(5) and Article 29) will be deleted for certainty.

The New CA introduces a no-par value regime where all new shares issued by a company shall have no par or nominal value.

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10 (Redeemable preference

shares)

Article 10 "…. and either at par or at a premium ….."

References to par value in respect of Article 8(5) as set out in Column II shall be deleted and replaced with "at the issue price or the price for which the Special Shares were paid for by the Special Shareholder"

The amendments are therefore being made to reflect the above concept within the Constitution.

28 (Calls)

Article 28 "….whether on account of the nominal value of the shares or by way of premium….."

29 (Notice of Call)

Article 29 "…one fourth of the nominal amount of the share…"

Reference to nominal amount in respect of Article 29 as set out in Column II shall be deleted and replaced with "issue price"

30 (Sum payable on allotment or at

fixed times or by instalments

deemed to be calls)

and

Article 30 "….whether on account of the nominal value of the shares or by way of premium….."

64 (Company may

alter its capital in certain ways)

Article 64 "…or any share premium account….."

65 (Conversion of

shares into stock and

reconversion)

Article 65 "…paid up shares of any nominal value."

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66(2) (Transfer of

stock)

Article 66(2) "..but the minimum shall not exceed the aggregate of the nominal values of the shares from which the stock arose."

3. 2 (Interpretation)

Article 2 "...construction of these Articles" “member” means…Foreign Ownership Regulation and these Articles,…”

All references to "these Articles" or "the Memorandum and these Articles" in the relevant Articles referred to in Column II will be deleted and replaced with "this Constitution"

The New CA has replaced the concept of a company’s “Memorandum and Articles of Association" with the Constitution. The amendments are therefore being made to reflect the above concept within the Constitution.

6 (Variation of

Rights)

Article 6 2. "...these Articles..."

8 (The Special

Share)

Article 8 3. "...in these Articles..." 6. "...in these Articles..."

11 (Rights of other class of shares)

Article 11 2. "...set out in the Memorandum or these Articles"

18 (Trust affecting

shares)

Article 18 “…provided by these Articles…”

26 (Issue of

certificate of shares sold by

Directors on non-delivery)

Article 26 "...behalf in these Articles..."

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deemed to be calls)

Article 30 "...of these Articles...provisions of these Articles..."

31 (Proof of Debt)

Article 31 2."...pursuance to these Articles..."

43 (Application of

forfeiture provisions)

Article 43 "The provisions of these Articles..."

60 (Entitled to same

rights)

Article 60 2. "..for the purposes of these Articles.."

61 (Interpretation)

Article 61 3. (d)"...pursuant to these Articles).."

62 (How far new shares to rank with shares in

original capital)

Article 62 2. "...by these Articles,..."

64 (Company may


Article 64 (c) "…fixed by the memorandum.."

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66 (Transfer of

stock)

Article 66 1."...provisions of these Articles..."

68 (Provisions

applicable to shares shall apply

to stock)

Article 68 "The provisions of these Articles..."

74 (Notice of meeting)

Article 74 "...as provided for in these Articles..." 2."…provided for in these Articles…"

97 (Appointed Directors)

Article 97 2. "…provisions of these Articles…" 3. "...in these Articles..."

(b) "the provision of these Articles…"

98 (Casual Vacancy)

Article 98 1. "...with these Articles..."

101 (Vacation of

Office)

Article 101 “…provided for in these Articles…”

111 (Powers of executive director)

Article 111 “…powers exercisable under these Articles…”

117 (Power of quorum)

Article 117 “…by or under these Articles…”

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122 (General powers

of Directors)

Article 122 1. "…or by these Articles, ...nevertheless, to

these Articles,...(whether or not consistent with these Articles)...alteration of these Articles)…"

124 (Power of attorney)

Article 124 "..under these Articles.."

147 (Amendment of

Articles)

Article 147 "These Articles have...in the Act or under these Articles...whereupon these Articles...notwithstanding any provisions in these Articles..."

148 (Amendment of

Articles)

Article 148 1. "...in these Articles..." 2. "...in these Articles..." 4. "...require these Articles..." 5. "...require these Articles..." 6. ""...of these Articles..."


Article 2 ""executive director"…pursuant to Article 111 hereof."" ""Foreign Prescribed Limit"...set out in Articles 61(2), (3), (4), (5) and (6)" "Individual Prescribed Limit" means…particularly set out in Articles 61(1),(2),(3),(4),(5) and (6).."

All references to "Article(s)" in the relevant Articles referred to in Column II will be replaced with "Clause(s)".

The amendment is consequential to the coming into force of the New CA.

4 (Control)

Article 4 "Subject to Article 5 below..."

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6 (Variation of

Rights)

Article 6 4. "...referred to in this Article 6."

8 (Special

Shareholder)

Article 8 6.(a)…parts of the following Articles: (i) Article 2 … (ii) Article 8; (iii) Article 61; and (iv) Article 98.

(c)…For the purpose of this sub-article

11 (Issue of new

shares or convertible securities to Members)

Article 11 “…offered under this Article.”

25 (Fees and costs)

Article 25 “…issued under Article 24…”

32 (Payment of calls

in advance)

Article 32 3. “For the purposes of sub-article (2)…”

44 (Company’s lien

on shares)

Article 44 3. “…provisions of this article.”

45 (Power of sale)

Article 45 “Subject to sub-article (2)…”

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46 (Sale of shares

under lien)

Article 46 1."...mentioned in Article 45..."

47 (Application of

proceeds of sale)

Article 47 "...mentioned in Article 44..."

61 (Interpretation)

Article 61 1. "In this Article:-" 4."…provisions of this Article…" 6. "…in accordance with this Article."

62 (Companies may

increase its capital)

Article 62 1. "Subject to Article 8(6)(c)..."

66 (Transfer of

stock)

Article 66 1. “Subject to sub-article (2)…”

91 (Instrument

appointing proxy to be in writing)

Article 91 2." "...referred to in sub-article(1)......as provided for in Article 94"

94 (When vote by

proxy valid though authority

revoked)

Article 94 "...instrument referred to in Article 93..."

97 (Appointed Directors)

Article 97 2. "...as provided in this Article..." 3. (a) "...pursuant to this Article..."

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101A (Disqualification

of Directors)

Article 101A “For the purposes of this Article...”

102 (No voting in

respect of contract of which

a Director is interested)

Article 102 3. “For the purposes of sub-article (1)...”

105 (Company may

fill vacancy)

Article 105 1. "…provided under Articles 103 and 104..." 2. “...This Article...”

106 (Person offering

himself for election to be director must give notice)

Article 106 3. “...as required in sub-article (1)...”

107 (Number of

Directors may be increased or

reduced)

Article 107 "...but this Article shall not...in accordance with Article 108..."

114 (Calling of meetings)

Article 114 2.“Subject to sub-article (3)...”

131 (Declaration of

Dividends)

Article 131 3.“…purpose of this Article...”

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135 (Manner in which

capitalization shall be effected)

Article 135 1. “Subject to sub-article (2)…the ways mentioned in sub-article (3)...” 2. “...mentioned in sub-article (1)...” 3. “...applied under sub-article (1)...”

5. 8 (Rights of

redemption and repayment of

capital)

Article 8 6.(d)(ii) "…audited consolidated accounts…which audited consolidated accounts..."

All references to "audited accounts" in the relevant Articles referred to in Column II will be replaced with "audited financial statements".

The New CA has replaced the reference to audited accounts with audited financial statements. The amendments are therefore being made to reflect the provisions of the New CA. 20

(Rights of Preference

Shareholders)

Article 20 1. "…and audited accounts..."

139 (Presentation of

accounts)

Article 139 "Presentation of accounts" 1. "...group accounts (if any)..." 2. "...annual audited accounts..."

6. 6 (Variation of

Rights)

Article 6 2(a) "a quorum constituted by 2 persons.."

Article 6 2(a) "a quorum constituted by two (2) persons"

To ensure consistency and clarity in denoting numerical figures throughout the Constitution.

8 (The Special

Share)

Article 8 6(c) "on a poll more than 10 percent of the total.." 6(d)(i) "is more than 20 percent of the book value.." 6(d)(ii) "are more than 20 percent of the average.."

Article 8 6(c) "on a poll more than ten percent (10%) of the total.." 6(d)(i) "is more than twenty percent (20%) of the book value.." 6(d)(ii) "are more than twenty percent (20%) of the average.."

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11 (Issue of new

shares or convertible securities to Members)

Article 11 ",,,do not exceed 10 percent of the issued capital."

Article 11 ",,,do not exceed ten percent (10%) of the issued capital."

12 (Transfer of controlling

interest)

Article 12 (1)(4) "..12 months, exceeds ten (10) percent.."

Article 12 (1)(4) "..twelve (12) months, exceeds ten percent (10%).."


in advance)

Article 32(3) (b) "in any other case 8% per annum"

Article 32(3) (b) "in any other case eight percent (8%) per annum"

34 (Form of notice)

Article 34 "..not being less than 14 days.."

Article 34 "..not being less than fourteen (14) days.."

40 (Arrears to be

paid notwithstanding

forfeiture)

Article 40 "..rate of 8 per cent.."

Article 40 "..rate of eight percent (8%)"

61 (Limitations on Shareholders)

Article 61 2. (a).. "more than 5% of the shares"

(b) "..more than 5% of the total voting rights"

Article 61 3. (a).. "more than five percent (5%) of the

shares" (c) "..more than five percent (5%) of the

total voting rights"


Article 74 1. "..14 days notice at the least, or 21 days

notice.."

Article 74 "..fourteen (14) days' notice at the least, or twenty-one days' notice.."

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79 (Quorum)

Article 79 "Two members present.."

Article 79 "Two (2) members present.."

87A (Proxy)

Article 87A "..two proxies….one proxy"

Article 87A All references to "two proxies" will be amended as "two (2) proxies" and "one (1) proxy" respectively.

101A (Disqualification

of Directors)

Article 101A "..within a period of 5 years.."

Article 101A "..within a period of five (5) years.."

113(1) (Proceedings, meetings of

Directors and quorum)

Article 113(1) "..5 Directors, at least 2 of whom shall be….. any 3 Directors, at least 2 of whom.."

Article 113(1) "..five (5) Directors, at least two (2) of whom shall be….. any three (3) Directors, at least two (2) of whom.."

139 (Presentation of

accounts)

Article 139 2. "not exceed 4 months"

Article 139 "not exceed four (4) months"

144 (Distribution of

Assets)

Article 144 3. "..at least 7 days.."

Article 144 "..at least seven (7) days.."

7. 22 (Member

entitled to share certificates)

Article 22 1. "..after lodgment of transfer.."

(c) "in respect of any issuance of shares pursuant to an employees share option scheme.."

Article 22 1. "..after lodgement of transfer.."

(c) "in respect of any issuance of shares pursuant to an employee share scheme.."

The amendments made are merely editorial in order to reflect accurate grammar.

28 (Calls)

Article 28 3. "A call may be made payable by

installments.."

Article 28 "A call may be made payable by instalments.."

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deemed to be calls)

Article 30 "…or at a fixed date or by installments.."

Article 30 "…or at a fixed date or by instalments.."


in advance)

Article 32 4. "and shall be repayable at anytime if the.."

Article 32 "and shall be repayable at any time if the.."

33 (Notice of forfeiture)

Article 33 "..fails to pay any call or installment of a call….or installment remains unpaid"

Article 33 "..fails to pay any call or instalment of a call….or instalment remains unpaid"

34 (Form of notice)

Article 34 1. "..at which such call or installment.." 2. "of which the call was made or installment is

payable"

Article 34 1. "..at which such call or instalment.." 2. "of which the call was made or instalment is

payable"

35 (Forfeiture for non-payment)

Article 35 1. "..before payment of calls or installments.."

Article 35 "..before payment of calls or instalments.."

62 (How far new shares to rank with shares in

original capital)

Article 62 "..payment of calls and installments.."

Article 62 "..payment of calls and instalments.."

64 (Company may


Article 64 (d) ".. share capital any capital redemption reserve fund.."

Article 64 (d)".. share capital and any capital redemption reserve fund.."

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Article 74 2. (b) "..shall in any event be not less that three

(3) market days.."

Article 74 (c) "..shall in any event be not less than three (3)

market days.."

80 (When meeting

to be dissolved or adjourned, if quorum not

present)

Article 80 "..In the later case.."

Article 80 "..In the latter case.."

8. 1 (Table "A" Excluded)

The regulations in Table “A” in the Fourth Schedule to the Companies Act 1965, shall not apply to the Company, except so far as the same are repeated or contained in these Articles.

Article 1 will be replaced in its entirety for coherency with the New CA as follows: "The Third Schedule of the Act shall not apply to the Company, except so far as the same are repeated or contained in this Constitution."

The Third Schedule of the New CA replaces Table A of the Old CA in relation to proceedings of the Board. The amendments are therefore being made to reflect the provisions of the New CA.


“Act” means the Companies Act 1965 and every statutory modification or re-enactment thereof for the time being in force and includes all subsidiary legislation made thereunder “Articles” means these Articles of Association as originally framed or as from time to time altered by special resolution “Group” means the Company together with its subsidiaries and associate companies in which the Company holds twenty percent (20%) or more of the issued capital.

The following amendments will be made: “Act” means the Companies Act 2016 [Act 777] and every statutory modification or re-enactment thereof for the time being in force and includes all subsidiary legislation made thereunder; "Group" means the Company together with its subsidiaries; The following references will be deleted: “Articles” means these Articles of Association as originally framed or as from time to time altered by special resolution

The amendment is consequential to the coming into force of the New CA. The amendments to the definition of "Group" is made in order to ensure consistency with the definition of "related corporation" under Section 7 of the New CA, as well as the accounting principles of "Group of Companies" referring to a subsidiary and/or company under the authority of the Company, whether directly or indirectly

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“RPS” means Redeemable Preference Shares of RM0.01 each in the Company. "Telekom Bonds1" means all or any of the up to RM2,000 million nominal value 10-year bonds in the Company. “Telekom Bonds2” means all or any of the up to RM2,000 million nominal value 15-year bonds in the Company.

The definitions of "RPS", "Telekom Bonds1" and "Telekom Bonds2" will be deleted.

These instruments have been fully redeemed by TM and is therefore no longer relevant.


Expressions referring to writing shall unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

The relevant part of Article 2 will be amended (in bold) as follows: "Expressions referring to writing shall unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in visible form, whether sent or supplied in electronic form or otherwise." The following additional definitions will also be included within the Constitution: (i) "Electronic form" documents or information

sent or supplied in electronic form are those sent by electronic communication or by any other means while in an electronic form whereby a recipient of such document or information would be able to retain a copy;

(ii) "Electronic communication" a document or

information is sent or supplied by electronic communication if it is sent initially, and received at its destination by means of electronic equipment for the processing of (which expression includes digital

The New CA and Main LR contemplates that a listed corporation may provide for the use of electronic means to communicate with its securities holders. The meaning of "written" is therefore being expanded to include those which are in electronic form. The attendant definitions to what constitutes electronic form, electronic communication and electronic address have also been included.

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compression) or storage of data, and entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means; and

(iii) "Electronic address" means any address or number used for the purposes of sending or receiving documents or information by electronic means.


[new insertion] "CMSA" means Capital Markets and Services Act 2007 and every statutory modification or re-enactment thereof for the time being in force.

New definition has been inserted for ease of reference.

13. 7 (Authorised

Capital)

The capital of the Company is RM3,528,003,015.00 divided into 5,040,000,020 ordinary shares of RM0.70 each, one (1) Special Share of RM 1.00, 2,000 Class C Non-convertible Redeemable Preference Shares of RM1.00 each and 1,000 Class D Non-convertible Redeemable Preference Shares of RM1.00 each.

Article 7 will be replaced in its entirety as follows: "The share capital of the Company is its issued share capital. The share capital may be divided into several classes and there may be attached thereto respectively any preferred, deferred, qualified or other special rights privileges, conditions or restrictions whether in regard to dividend, return of capital, voting or otherwise. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but subject to the Act, the Main LR, and to the conditions, restrictions and limitations expressed in this Constitution, the Directors shall have the power to issue and allot shares, grant options over shares, grant rights to subscribe for shares or otherwise dispose of the unissued shares of the Company to such persons, at such time on such terms and conditions, with such preferred or deferred or other special rights, as

[The provisions have been included to make clear what would constitute the share capital of the Company pursuant to the New CA.]

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they may deem proper, subject to obtaining prior approval of the Company by way of ordinary resolution in a general meeting. Except so far as otherwise provided by the conditions of issue, or by this Constitution, any capital raised by the creation of new shares, shall form part of the capital of the Company, and such shares shall be subject to the provisions contained in this Constitution with reference to, the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise."

14. 7C (Class C Non-Convertible Redeemable Preference

Shares)

Class C Non-convertible Redeemable Preference Shares ("Class C NCRPS") of up to 1,000 of RM1.00 each shall confer on their holders the following rights:-

(a) as regards income… Any declaration or payment of dividend shall only be made:- (i) in cash;

(ii) with tax credit required for the payment

of dividends as set out in Section 108 of the Income Tax, 1967; and

(iii) in accordance with Section 365 of the

Act. (d) as regards redemption The Class C NCRPS shall, subject to Section

61 of the Act, be redeemed upon and subject to the following terms and conditions:-

The entire Article 7C will be deleted. Article 7C is deleted on the basis that the Class C NCRPS have been fully redeemed.

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(i) The Company shall have the rights, at any time to redeem in whole or in part thereof at a the issue price of RM1,000 for each Class C NCRPS;

(ii) Note less than one (1) month's notice of

the intention of the Company to redeem shall be given to the holders of the Class C NCRPS to be redeemed. The notice shall be in writing and shall fix the time and place for such redemption. At the time and place so fixed, the registered holders of the Class C NCRPS to be redeemed shall be bound to deliver up to the Company the relevant share certificates for cancellation, and the Company shall pay to them the redemption money in respect of such Class C NCRPS;

(iii) If any of the holders of the Class C

NCRPS shall fail or refuse to surrender the certificates or certificates for such Class C NCRPS or shall fail or refuse to accept the redemption money payable in respect of them, such money shall be retained and held by the Company in trust for such holder but without interest or further obligation whatsoever;

(iv) No Class C NCRPS shall be redeemed

otherwise than in accordance with the provisions of Section 61 of the Act and of this Article; and

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(v) No Class C NCRPS redeemed by the Company shall be capable of reissue.

15. 7D (Class D Non-Convertible Redeemable Preference

Shares)

Class D Non-convertible Redeemable Preference Shares ("Class D NCRPS") of up to 1,000 of RM1.00 each shall confer on their holders the following rights:- (a) as regards income

… profits of the Company available for distribution (“Distributable Profits”) … For the purposes of the Articles, the written notice specified above and the stipulated dividend therein shall be deemed to form part of this Article. Any declaration or payment of dividend shall only be made:- (i) in cash;



(iii) in accordance with Section 365 of the

Act. … "Sukuk Ijarah Class B"…For the purpose of the Articles, this written notice…to form part of this Article

Article 7D will be amended as follows: "Class D Non-convertible Redeemable Preference Shares ("Class D NCRPS") of up to 1,000 of RM1.00 each shall confer on their holders the following rights:- (a) as regards income

…profits of the Company available for distribution (“Distributable Profits”) … For the purposes of this Constitution, the written notice specified above and the stipulated dividend therein shall be deemed to form part of this Clause. Any declaration or payment of dividend shall only be made:- (i) in cash;



(iii) in accordance with Section 131 and 132 of the Act.

… "Sukuk Ijarah Class B" …For the purpose of this Constitution, this written notice… to form part of this Clause “Periodic Distribution Rate”

The amendments are made to accurately reflect the provisions of the New CA in the Constitution:

(a) Section 365 of the Old CA, which sets out the requirements relating to distributing dividends out of profits, should be amended to "Section 131 and Section 132" as it replaces Section 365 of the Old CA. Note that this would include the solvency procedure for declaring dividends; and

(b) Section 61 of the Old CA, which sets out the requirements relating to redeemable preference shares, should be amended to "Section 72" as it replaces Section 61 of the Old CA.

(c) The New CA has replaced the concept of "Memorandum and Articles of Association' with a "Constitution"

(d) The New CA has replaced the reference to audited account with audited financial statements.

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“Periodic Distribution Rate” …For the purpose of the Articles…form part of this Article “Reference Benchmark Sum” …For the purpose of the Articles…form part of this Article "Semi-Annual Payment Date" ... shall fall on the next succeeding Business day ("Next Business Day") or.. "Semi-Annual Period" (i)... redeemed in full ("Full Sukuk B Redemption") (d) as regards redemption The Class D NCRPS shall, subject to Section

61 of the Act, be redeemed upon and subject to the following terms and conditions:- (i) The Company shall have the rights, at

any time to redeem in whole or in part thereof at the issue price of RM1,000 for each Class D NCRPS;

(ii) Note less than one (1) month's notice of

the intention of the Company to redeem shall be given to the holders of the Class D NCRPS to be redeemed. The notice shall be in writing and shall fix the time and place for such redemption. At the time and place so fixed, the registered holders of the Class D NCRPS to be redeemed shall be bound to deliver up to the Company the relevant share

…For the purpose of this Constitution…form part of this Clause “Reference Benchmark Sum” …For the purpose of this Constitution…form part of this Clause "Semi-Annual Payment Date" ... shall fall on the next succeeding Business day ("Next Business Day") or.. "Semi-Annual Period" (i)... redeemed in full ("Full Sukuk B Redemption")

1. as regards redemption The Class D NCRPS shall, subject to Section 72 of the Act, be redeemed upon and subject to the following terms and conditions:- (i) The Company shall have the rights, at

any time to redeem in whole or in part thereof at the issue price of RM1,000 for each Class D NCRPS;

(ii) Not less than one (1) month's notice of the intention of the Company to redeem shall be given to the holders of the Class D NCRPS to be redeemed. The notice shall be in writing and shall fix the time and place for such redemption. At the time and place so fixed, the registered holders of the Class D NCRPS to be redeemed shall be bound to deliver up to the Company the relevant share certificates for cancellation, and the Company shall pay to them the

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certificates for cancellation, and the Company shall pay to them the redemption money in respect of such Class D NCRPS;

(iii) If any of the holders of the Class D

NCRPS shall fail or refuse to surrender the certificates or certificates for such Class D NCRPS or shall fail or refuse to accept the redemption money payable in respect of them, such money shall be retained and held by the Company in trust for such holder but without interest or further obligation whatsoever;

(iv) No Class D NCRPS shall be redeemed

otherwise than in accordance with the provisions of Section 61 of the Act and of this Article; and

(v) No Class D NCRPS redeemed by the

Company shall be capable of reissue. … (h) As regards notices, reports and audited accounts and meetings. The holders of Class D NCRPS shall be entitled to the same rights as a holder of an ordinary share in relation to receiving notices, reports and audited accounts and attending meetings

redemption money in respect of such Class D NCRPS;

(iii) If any of the holders of the Class D NCRPS shall fail or refuse to surrender the certificates or certificates for such Class D NCRPS or shall fail or refuse to accept the redemption money payable in respect of them, such money shall be retained and held by the Company in trust for such holder but without interest or further obligation whatsoever;

(iv) No Class D NCRPS shall be redeemed otherwise than in accordance with the provisions of Section 72 of the Act and of this Clause; and

(v) No Class D NCRPS redeemed by the Company shall be capable of reissue.

… (h) As regards notices, reports and audited accounts financial statements and meetings. The holders of Class D NCRPS shall be entitled to the same rights as a holder of an ordinary share in relation to receiving notices, reports and audited accounts financial statements and attending meetings"

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16. 8 (Disposals by Company and subsidiaries)

6. (d) Any disposal by any company in the Group (which expression in this Article means the Company and its subsidiaries for the time being) which, alone or when aggregated with any other disposal or disposals forming part of, or connected with the same or a connected transaction, constitutes a disposal of the whole or a material part of the assets of the Group. A part of the Group’s assets shall only be deemed to be material if: …

Article 8(6)(d) will be amended as follows: Any disposal by any company in the Group (which expression in this Article means the Company and its subsidiaries for the time being) which, alone or when aggregated with any other disposal or disposals forming part of, or connected with the same or a connected transaction, constitutes a disposal of the whole or a material part of the assets of the Group. A part of the Group’s assets shall only be deemed to be material if: …

This amendment has been made as a consequence of an amendment to the definition of "Group" under Article 2.

17. 12 (Participation in public issues or public offers)

4. Subject to the provisions of these Articles and notwithstanding Section 132D of the Companies Act 1965, the Company shall ensure that it shall not issue any shares or convertible securities if the nominal value of those shares or convertible securities, when aggregated with the nominal value of an such shares or convertible securities issued during the preceding 12 months, exceeds ten (10) percent of the nominal value of the issued and paid up capital of the Company, except where the shares or convertible securities are issued with the prior approval of the shareholders in general meeting of the precise terms and conditions of the issue.

Article 12(1) will be amended as follows: "Subject to the provisions of this Constitution, applicable laws and notwithstanding Section 75(1) and 76(1) of the Act, the Company shall ensure that it shall not issue any shares or convertible securities if the nominal value of the total number of those shares or convertible securities, when aggregated with the nominal value of the total number of any such shares or convertible securities issued during the preceding 12 months, exceeds ten (10) percent of the total number of issued shares (excluding treasury shares) nominal value of the issued and paid up capital of the Company, except where the shares or convertible securities are issued with the prior approval of the shareholders in general meeting of the precise terms and conditions of the issue.

Amendments are made for consistency with Paragraph 6.03, Chapter 6 of the Main LR.

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18. 20A (Power to

purchase own shares)

Article 20A: Subject to the provisions of the Act, the Capital Markets and Services Act 2007… provided by the Act, the Capital Markets and Services Act 2007.. "

References to the "Capital Markets and Services Act 2007" will be replaced with "CMSA".

To take into account the inclusion of the definition of "CMSA".

Article 101A (Disqualification

of Directors)

Article 101A: ".."securities laws" means the Capital Markets and Services Act 2007.."

19. 48(1) (Form of Transfer)

1. Subject to the provisions of the Act and these Articles (with respect to the transfer of a security that is not a deposited security), a member may transfer all or any of his securities by instrument in writing in the form specified by the Act from time to time.

Article 48(1) will be amended as follows: "Subject to the provisions of the Act and this Constitution (with respect to the transfer of a security that is not a deposited security), a member may transfer all or any of his securities by instrument in writing in the form specified by the Act and the Rules from time to time."

Notwithstanding the transfer is evidenced/effected by way of book entry, such instructions will need to be made in writing using a form prescribed by the Rules. This clause has been kept (and amended to include a reference to the Rules) to address this. The New CA has also replaced the concept of "Memorandum and Articles of Association' with a "Constitution" and the amendment has been made to reflect this change.

20. 48(2) (Form of Transfer)

2. The transfer of any listed security or class of listed security that is a deposited security shall be by way of book entry by the Depository in accordance with the Rules and notwithstanding Sections 103 and 103 of the Act but subject to Section 107(C)(2) of the Act and any exemption that may be made from compliance with Section 107(C)(1) of the Act, the Company shall be

Article 48(2) will be amended as follows: The transfer of any listed security or class of listed security that is a deposited security shall be by way of book entry by the Depository in accordance with the Rules and notwithstanding Sections 105, 106 or 110 of the Act but subject to Section 148(2) of the Act and any exemption that may be made from compliance with Section 148(1) of the Act, the Company shall be

The amendments are being made for consistency with Paragraph 7.11 of the Main LR.

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precluded from registering and effecting any transfer of such listed security.

precluded from registering and effecting any transfer of such listed security.

21. 50 (Directors' power

to decline to register)

1. Subject to Articles 8 and 61 and the provisions of the Central Depositories Act and the Rules, there shall be no restriction on the transfer of fully paid shares except where required by law.

2. The Directors may decline to register any transfer of shares that is not a deposited security upon which the Company has a lien; and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve.

4. If in the exercise of its rights under this Article, the Directors refuse to register a transfer of a share that is not a deposited security, they shall despatch to the lodging broker (if any) and the transferee written notice of the refusal and the precise reasons thereof within 10 market days after the date of which the transfer was lodged with the Company.

Article 50 will be amended as follows: 1. "Subject to Clauses 8 and 61 and the

provisions of the Central Depositories Act and the Rules, there shall be no restriction on the transfer of fully paid shares except where required by law.

2. The Directors may decline to register any

transfer of shares that is not a deposited security upon which the Company has a lien; and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve for the following reasons:

(a) the transferee is a minor, person of unsound mind or bankrupt;

(b) the transferee is insolvent;

(c) the transferee is a partnership; or

(d) such other reasons as the Directors may consider appropriate.

4. If in the exercise of its rights under this

Article, the Directors refuse to register a transfer of a share that is not a deposited security, they shall pass a resolution to refuse or delay the registration of the transfer within 30 days after the date on which the transfer was lodged with the Company setting out in full the reasons for refusing and delaying the registration and send to the transferor and transferee notice of the refusal within 7 days

Section 106 of the New CA provides that a company shall enter or cause to be entered the name of the transferee in the register of members as shareholder within 30 days from the receipt of the instrument of transfer unless: (a) this Act or the constitution of

the company expressly permits the directors to refuse or delay registration for the reasons stated;

(b) the directors passed a resolution to refuse or delay the registration of the transfer within thirty days from the receipt of the instrument of transfer and the resolution sets out in full the reasons for refusing or delaying the registration; and

(c) the notice of the resolution is sent to the transferor and transferee within 7 days of the resolution being passed.

The amendments are therefore being made to reflect the provision of Section 106 of the New CA in Article 50.

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of the resolution being passed as required by the Act they shall despatch to the lodging broker (if any) and the transferee written notice of the refusal and the precise reasons thereof within 10 market days after the date of which the transfer was lodged with the Company."

22. 51 (Transfer of

shares)

For the purpose of registration of a transfer of shares that are not deposited securities, every instrument of transfer shall be left at the office of the Company’s registrar together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

Article 51 will be amended as follows: "For the purpose of registration of a transfer of shares that are not deposited securities, every duly executed and stamped instrument of transfer shall be left at the office of the Company’s registrar together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares and thereupon, the Company shall, subject to the power vested in the directors by these regulations, register the transferee as a shareholder and retain the instrument of transfer within thirty (30) days from the receipt of such duly executed and stamped instrument of transfer."

Section 106(1) requires a company to enter the name of a transferee and register such person into the register of members within 30 days from the receipt of the instrument of transfer. The amendment is therefore being made to reflect the provision of Section 106(1) of the New CA in Article 51.

23. 57 (Death of a

holder)

Subject to the provisions of the Act, the Central Depositories Act and the Rules, in case of the death of a member the legal personal representatives of the deceased shall be the only persons recognised by the Company as having any title to his interest in the shares.

Article 57 will be amended as follows: "Subject to the provisions of the Act, the Central Depositories Act and the Rules, in case of the death of a member the legal personal representatives of the deceased shall be the only persons recognised by the Company as having any title to his interest in the shares shall be: (a) where the deceased was a sole holder, the

legal personal representatives; and

Section 109(7) of the New CA provides that in relation to a transmission of shares by operation of law, in case of the death of a member, the persons recognized as having any title to his interest in the shares or debentures shall be: (a) where the deceased was a

sole holder, the legal personal representatives; and

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(b) where the deceased was a joint holder, the survivor,

but nothing in this Article shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons."

(b) where the deceased was a joint, holder, the survivor,

but nothing in Section 109 of the New CA shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. The amendments are therefore being made to reflect the provision of Section 109(7) of the New CA in Article 57.

24. 59 (Transmission of

shares)

1. If the person so becoming entitled elects to be registered himself, (in respect of securities that are not deposited securities) he shall deliver or send to the Company a notice in writing signed by him stating that he so elects and (in relation to securities that are deposited securities) the aforesaid notice must be served by him on the Depository.

3. All limitations, restrictions, and provisions of these Articles relating to the right to transfer and the registration of transfer of securities shall be applicable to any such notice or transfer as aforesaid if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

Article 59 will be amended for consistency as follows: 1. "If the person so becoming entitled elects to

be registered himself, (in respect of securities that are not deposited securities) he shall deliver or send to the Company a notice in writing signed by him stating that he so elects and (in relation to securities that are deposited securities) the aforesaid notice must be served by him on the Depository provided that the Company shall register such person as a shareholder within 60 days from receipt of such notice as aforesaid."

3. All limitations, restrictions, and provisions of this Constitution relating to the right to transfer and the registration of transfer of securities shall be applicable to any such notice or transfer as aforesaid if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

Section 109(5) of New CA provides that the company shall register the person as a shareholder of the company within 60 days from receiving the notification by the legal personal representative(s) or survivor(s). The amendment is therefore being made to reflect the provision of Section 109(5) of the New CA in Article 59.

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25. 78 (Special and

ordinary business)

All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheet, and the report of the Directors and auditors, the election of Directors in the place of those retiring and the appointment and fixing of the remuneration of the auditors.

Article 78 will be amended as follows: "Unless otherwise provided for in this Constitution, the proceedings of an Annual General Meeting shall be in accordance with the provisions of the Act to transact the following business: (a) the laying of audited financial statements

and the reports of the Directors and auditors of the Company;

(b) the election of Directors in place of those retiring;

(c) the appointment and fixing of the fee of directors; and

(d) any resolution or other business of contained in the notice of the Annual General Meeting given to shareholders in accordance with the Act or this Constitution,

All general meetings other than the Annual General Meetings shall be called extraordinary general meetings."

The amendment is being made to distinguish between Annual General Meetings and extraordinary general meetings of the Company.

26. 83 (How resolution to be voted at

meeting)

Article 83 1. At any general meeting a resolution put to

the vote of the meeting shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded: (a) by the Chairman;

(b) by at least 3 members present in person

(or in the case of a company, by representative) or by proxy;

(c) by a member or members present in person or by proxy or by representative

Article 83(1) will be amended as follows: 1. At any general meeting a resolution put to

the vote of the meeting shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) Subject to the Main LR, any resolution set out in the notice of any general meeting or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting shall be voted by poll. Notwithstanding the above, a poll may be is demanded in respect of all matters: (a) by the Chairman;

Pursuant to Paragraph 8.29A of the Main LR, listed companies are required to ensure that any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, is voted by poll. Further, the listed company must appoint at least 1 scrutineer to validate the votes cast at the general meeting, who must:

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and representing not less than one-tenth of the total voting rights of all the members present in person or by proxy or by representative at the meeting; or

(d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares held by all the members present in person or by proxy or by representative at the meeting.

2. Unless a poll is so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against the resolution.

3. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

4. The demand of a poll may be withdrawn. 5. In case of an equality of votes, the Chairman

(unless he is not the Chairman of the Board of Directors) shall, both on a show of hands

(b) by at least 3 members present in person

(or in the case of a company, by representative) or by proxy;

(c) by a member or members present in person or by proxy or by representative and representing not less than one-tenth of the total voting rights of all the members present in person or by proxy or by representative at the meeting; or

(d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares held by all the members present in person or by proxy or by representative at the meeting.

2. Unless a poll is so demanded, a declaration

by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against the resolution.

2. The poll shall be taken in such manner as the Chairman of the meeting may direct and at least one (1) scrutineer must be appointed to validate the votes cast at the general

(a) not be an officer of the listed company or its related corporation; and

(b) be independent of the person undertaking the polling process.

If such scrutineer is interested in a resolution to be passed at the general meeting, he must refrain from acting as scrutineer for that resolution. These amendments are therefore being made to reflect Paragraph 8.29A of the Main LR in Article 83.

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and on a poll, has a casting vote. Where the Chairman is also a member of the Company, he shall have the casting vote in addition to the votes to which he may be entitled as a member.

meeting. The appointed scrutineer must not be an officer of the Company or its related corporation, and must be independent of the person undertaking the polling process. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

3. The demand for a poll shall not prevent the

continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

4. The demand of a poll may be withdrawn.

5. In case of an equality of votes, the Chairman (unless he is not the Chairman of the Board of Directors) both on a show of hands and on a poll haves a casting vote. Where the Chairman is also a member of the Company, he shall have the casting vote in addition to the votes to which he may be entitled as a member.

84 (In what cases

poll taken without

adjournment)

Article 84 1. If a poll is duly demanded it shall be taken in

such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

Article 84 "If a The poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith."

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86(1) (Votes of

Members)

Article 86(1) Subject to Article 74, a member of the Company shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the Company have been paid. Subject to the provisions of these Articles and any rights or restrictions for the time being attached to any class or classes of shares: … (b) on a show of hands, a holder of ordinary

shares or preference shares who is personally present and entitled to vote shall be entitled to 1 vote;

(c) on a show of hands every person present who is a member, a proxy or a representative of a member has one vote, and on a poll every person present in person or by proxy or representative has one vote for each share he holds; and

(d) on a show of hands, any member who is a

proxy for another member, and any person who is a proxy for more than one member shall have only one vote.

Article 86(1) Subsection (b), (c) and (d) in relation to voting by a show of hands will be deleted in its entirety.

88 (Member of

unsound mind)

Article 88 A member who is of unsound mind and whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote, whether on a show of hands or on a poll, by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy.

Article 88 "A member who is of unsound mind and whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote, whether on a show of hands or on a poll, by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy."

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27. 86(1) and 86 (3) Votes of

Members

1. Subject to Article 74, a member of the Company shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the Company have been paid. Subject to the provisions of these Articles and any rights or restrictions for the time being attached to any class or classes of shares:-

3. A proxy or representative may but need not be a member of the Company. A member may appoint any person to be his proxy without restriction to the proxy's qualification and the provisions of Section 149(1)(a) and (b) of the Act shall not apply to the Company.

Article 86(1) will be amended as follows: 1. Subject to Clause 74, a member of the

Company shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the Company have been paid. Subject to the provisions of this Constitution and any rights or restrictions for the time being attached to any class or classes of shares:-

References to "to the proxy's qualification and the provisions of Section 149(1)(a) and (b) of the Act shall not apply to the Company" in Article 86(3) will be deleted in its entirety.

Apart from consequential amendments to Article 86(1) arising from the removal of the concept of a Company's "Articles of Association", the references to the Old CA provision in Article 83(3) are being deleted given that there are no similar restrictions under the New CA.

28. 91(1) (Instrument

appointing proxy to be in writing)

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed under a power of attorney or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly appointed under a power of attorney.

Article 91(1) will be amended as follows: "The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed under a power of attorney or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly appointed under a power of attorney."

This amendment is to reflect the New CA which makes it optional for a company to have a common seal.

29. 93 (Instrument

appointing proxy to be deposited)

and

Instrument appointing proxy to be deposited The instrument appointing a proxy or representative together with the duly registered power of attorney, if any, shall be deposited at the Registered Office of the Company, or at such other place within Malaysia as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time

Article 93 will be amended as follows: (1) "The instrument appointing a proxy or

representative together with the duly registered power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the

Section 334(3) of the New CA regulates the time period for lodgement of proxy forms or instrument. Accordingly, the proxy forms/instruments must be deposited:

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for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

Registered Office of the Company, or at such other place within Malaysia as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote., not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. The Company may specify a facsimile number and may specify an electronic address in the notice of the meeting, for the purposes of receipt of proxy appointments subject to the Main LR, applicable laws, regulations and rules.

(2) Subject to the Act and the Main LR, the Directors or any agent of the Company so authorised by the Directors, may accept the appointment of proxy received by electronic communication on such terms and subject to such conditions as they consider fit. The appointment of proxy by electronic communication shall be in accordance with this Constitution.

(3) For the purpose of this Article 93, the Directors may require such reasonable evidence they consider necessary to determine:

(a) the identity of the member and the proxy;

(b) where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.

(a) 48 hours before the time for holding the meeting or adjourned meeting; or

(b) 24 hours before the time appointed for taking of the poll (if applicable).

The amendment is therefore being made to reflect the provision of Section 334(3) of the New CA in Article 93.

95 (Format of proxy)

Form of instrument of appointing a proxy Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit.

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(4) Without prejudice to this Article, the appointment of proxy by electronic communication must be received at the electronic address specified by the Company in any of the following sources and shall be subject to any terms, conditions or limitations specified therein:-

(a) Notice calling the meeting;

(b) Instrument of proxy sent out by the Company in relation to the meeting; or

(c) Website maintained by or on behalf of the Company.

(5) An appointment of proxy by electronic

communication which is not made in accordance with this Article shall be invalid.

Article 95 may be amended as follows: Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit or in such other form as the Directors may approve or prescribe.

30. 95 (Form of

instrument appointing a

proxy)

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit.

TELEKOM MALAYSIA BERHAD (128740-P)

Article 95 will be amended as follows: Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit or in such other form as the Directors may approve or prescribe.

TELEKOM MALAYSIA BERHAD (128740-P)

The amendments are made to provide Directors with greater flexibility to determine the form and substance of the proxy form.

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I ___________________________________________________ of ______________________ in the State of ______________________ being a member of TELEKOM MALAYSIA BERHAD(128740-P), hereby appoint ___________________________________________, of ________________________________________ or failing him, _____________________________________________________ of _________________________________________________ or failing him, the Chairman of the Meeting, as my proxy , to vote for me and on my behalf at the Annual or Extraordinary (as the case may be) General Meeting of the Company or at any adjournment thereof to be held on _______ day of ________________________. Signed this _____ day of ______________20 ___ My/Our proxy is to vote as indicated hereunder.

Resolution For Against

I/we ___________________________________________________ of ______________________ in the State of ______________________ being a member of TELEKOM MALAYSIA BERHAD(128740-P), hereby appoint ___________________________________________, of ________________________________________ or failing him, _____________________________________________________ of _________________________________________________ or failing him, the Chairman of the Meeting, as my proxy , to vote for me and on my behalf at the Annual or Extraordinary (as the case may be) General Meeting of the Company or at any adjournment thereof to be held on _______ day of ________________________. Signed this _____ day of ______________20 ___ My/Our proxy is to vote as indicated hereunder.

Resolution For Against

No. of Ordinary Shares held

CDS Account No.

31. 96 (a) (Number of

Unless and until otherwise determined by the Company in general meeting -

Article 96(a) will be amended as follows:

TM intends to increase the number of directors onto its

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Directors) (a) The Directors, other than the first Directors, shall not be less than 5 nor more than 12.

(a) "The Directors, other than the first Directors, shall not be less than 5 nor more than 12 - 15, a majority of which shall be independent directors.

Board and hence have expanded the maximum number of directors to be appointed. This amendment is in line with Paragraphs 15.25 and Practice Note 9 of the Main LR in which the Company shall ensure that its Board provides an overview of the principles set out in the Malaysian Code on Corporate Governance 2017 ("MCGC"). Practice Note 4.1 of the MCGC, among others, requires "large companies" (such as TMB) to ensure that a majority of tis directors are independent directors. This will provide the Board with flexibility to increase their numbers. This flexibility will in turn, allow TM to ensure that the composition of its Board reflects a diversity of expertise and experience that will be required to manage the growing complexities of the business environment and the industry today, and adhere to the principles in relation to the composition of the Board as set out in the MCGC.

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32. 96(b) (First Directors)

The first Directors of the Company shall be Nik Ahmad bin Hj Nik Hassan and Hj Mohd Hussaini bin Abdul Jamil.

Article 96(b) will be deleted in its entirety. There is no express requirement in the New CA or the Main LR for the first directors of a company to be spelled out in its constitution.

33. 99 (Fees of

Directors)

1. The fees payable to the Directors shall be such fixed sum as may be determined by the Company in general meeting. Any Director holding office for a part of a year shall be entitled to a proportionate part of such fees.

3. The fees payable to Directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.

Article 99(1) and (3) will be amended as follows: The fees and benefits payable to the Directors shall be such fixed sum as may be determined by the Company in general meeting. Any Director holding office for a part of a year shall be entitled to a proportionate part of such fees and benefits. 3. Fees or benefits payable to Directors shall

not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.

Paragraph 7.24 of the Main LR provides that the fees and benefits payable to directors shall be subject to an annual shareholders' approval. The amendment is therefore being made to reflect Paragraph 7.24 of the Main LR in Article 99.

34. 101A (Disqualification

of Directors)

No person shall be appointed or is allowed to act as a Director of the Company or be involved whether directly or indirectly in the management of the Company, including acting in an advisory capacity in relation to the Company, if he: (b) has been convicted by a court of law,

whether within Malaysia or elsewhere, of an offence involving fraud, or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly;

within a period of 5 years from the data of conviction of if sentenced to imprisonment from the date of release from prison, as the case may be. For the purposes of this Article, "securities laws" means the Capital Markets and Services Act

Article 101A(b) will be amended as follows: (b) "has been convicted by a court of law,

whether within Malaysia or elsewhere, of an offence involving bribery, fraud, or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly."

For the purposes of this Clause, "securities laws" means the Capital Markets and Services Act 2007, the Central Depositories Act and the Securities Commission Act 1993.

Paragraph 15.05(1)(b) of the Main LR provides that no person is appointed or allowed to act as a director of the listed issuer if he among others, has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence, involving bribery, fraud or dishonesty within a period of 5 years from the date of conviction. The amendment is therefore being made to reflect Paragraph 15.05(1)(b) of the Main LR in Article 101A.

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2007, the Central Depositories Act and the Securities Commission Act 1993

35. 101 (Vacation of

Office)

Subject as otherwise provided for in these Articles and to the terms of any subsisting agreement, the office of a Director shall be vacated if he: (a) ceases to be a Director by virtue of the Act; (b) becomes bankrupt or makes any

arrangement or composition with his creditors generally during the term of his office;

(c) becomes prohibited from being a director by reason of any order made under the Act;

(d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to the mental disorder during his term of office;

(e) resigns his office by notice in writing to the Company;

(f) [deleted]; (g) is directly or indirectly interested in any

contract or proposed contract with the Company and fails to declare the nature of his interest in any manner required by the Act; or

(h) is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the offences set out in Article 101A above.

Article 101 will be amended as follows: (a) ceases to be a Director by virtue of Section

208 of the Act;

(b) is absent from more than fifty percent (50%) of the total Board meetings held during a financial year; and

(c) is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the offences set out in Clause 101A above.

Paragraph 15.05(3) of the Main LR states that the office of a director will become vacant if the director among others: (a) falls within the circumstances

set out in Section 208 of the Companies Act; and

(b) is absent from more than 50% of the total board of directors' meetings held during a financial year.

The amendment is therefore being made to reflect Paragraph 15.05(3) of the Main LR in Article 101.

36. 103 (Retirement of

Directors by Rotation)

Retirement of Directors by rotation "Except in the case of Article 110…"

Article 103 will be amended as follows: Directors' Retirement by Rotation "Except in the case of Clause 110…"

The New CA has replaced the concept of a company’s “Memorandum and Articles of Association" with the Constitution and hence reference to "Article" is replaced with "Clause".

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37. 110 (Retirement by

rotation of executive director)

An executive director who has entered into a service contract with the Company in respect of his appointment, prior to 1 June 2001, shall not while he continues to hold that office throughout the duration specified therein, be subject to retirement by rotation if the same shall constitute a breach by the Company of the terms of the said contract, but he shall be equally subject to retirement after the expiry of the relevant service contract and (subject to the provisions of the said contract) shall be subject to the same provisions as to resignation and removal as the other Directors and executives of the Company and if he ceases to hold the office of Director for any cause he shall ipso facto and immediately cease to be an executive director.

Article 110 will be amended as follows: "Notwithstanding anything to the contrary under its service contract, aAn executive director who has entered into a service contract with the Company in respect of his appointment, prior to 1 June 2001, shall not while he continues to hold that office throughout the duration specified therein, be subject to retirement by rotation if the same shall constitute a breach by the Company of the terms of the said contract, but he shall be equally subject to retirement after the expiry of the relevant service contract and (subject to the provisions of the said contract) shall be subject to the same provisions as to resignation and removal as the other Directors and executives of the Company and if he ceases to hold the office of Director for any cause he shall ipso facto and immediately cease to be an executive director."

The amendments are made to reflect the intent that all directors director (whether executive or non-executive) be subject to retirement by rotation.

38. 113(2)

(Proceedings, meetings of

Directors and quorum)

Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman (unless he is not the Chairman of the Board of Directors) shall have a second or casting vote PROVIDED THAT no Chairman shall have a casting vote at a meeting at which only 2 Directors are competent to vote on the question at issue.

Article 113(2) will be amended as follows: "Questions arising at any meeting shall be decided by a majority of votes of the Directors or their Alternates. In case of an equality of votes, the Chairman (unless he is not the Chairman of the Board of Directors) shall have a second or casting vote PROVIDED THAT no Chairman shall have a casting vote at a meeting at which only two (2) Directors are competent to vote on the question at issue."

To further clarify the clause to enable the director or his alternate to decide on issues during Board meeting

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39. 114 (Calling of Meetings)

1. Any 2 Directors may at any time and the Secretary upon the request of the Directors shall convene a meeting of the Directors.

2. Subject to sub-article (3) a Director who is at anytime not in Malaysia shall not during such time be entitled to notice of any such meeting.

3. A notice of a meeting of Directors shall in the case of a foreign Director, be sent to his address in Malaysia, if any.

Article 114 to be amended as follows: 1. "Any two (2) Directors may at any time and

the Secretary upon the request of the Directors shall convene a meeting of the Directors.

2. Subject to sub-article (3) a Director who is at anytime not in Malaysia shall not during such time be entitled to notice of any such meeting.

3. A notice of a meeting of Directors shall in the case of a foreign Director, be sent to his address in Malaysia, if any."

The amendments are being made to remove the geographical limitations imposed on notices being sent to directors.

40. 115

(Resolution in writing binding)

A resolution in writing signed by all the Directors or their Alternates who may at the time be present in Malaysia at least one of whom shall be an Appointed Director, taking the form of one or more documents in writing or by telex, telegram, cable or other written electronic communication shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. A resolution in writing of the Directors shall be inoperative if it shall purport to authorise or to do any act which a meeting of the Board has decided shall not be authorised or done, until confirmed by a meeting of the Board.

Article 115 will be replaced in its entirety by : "A resolution in writing signed by a majority of the Directors or their Alternates, majority of which are independent, taking the form of one or more documents in writing or by other written electronic communication shall be as valid and effectual as if it had been passed by a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more Directors. "

The amendments are being made to remove the geographical limitations imposed on alternate directors under TM's M&A and to also provide TM's Board to circulate written resolutions via electronic communication. The amendment provides TM with the ability to authorise resolutions by way of a simple majority (as opposed to all directors under the previous iteration). To save guard the interest of the Company however, the directors approving the resolution will need to consist of independent directors.

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41. 118 (Committees)

1. …consisting of such member..

3. The meeting and proceedings of any such committee consisting of 2 or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under this Article.

4. The quorum necessary for any meeting and proceeding of any such committee shall consist of any 2 members of the committee as determined by the Directors.

Article 118 will be amended as follows: 1. "..consisting of such member.."

3. The meeting and proceedings of any such

committee consisting of 2 or more members shall be governed by the provisions herein contained for regulating the said meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under this Clause.

4. The quorum necessary for any meeting and proceeding of any such committee shall consist of any 2 members of the committee as determined by the Directors."

Given that TM has various board committees with differing functions, the deletion is intended to enable the Board to determine the manner in which the proceedings of these respective are run and how these committees are constituted by way of separate and differing charters or terms of references.

42. 120 (Appointment of

alternate director)

Any Director may by writing under his hand or under the hand of his agent, duly authorised in writing appoint any person (who shall be subject to the approval of a majority of the other Directors of the Company) to be an alternate Director provided that any fee paid by the Company to the alternate Director shall be deducted from that Director's remuneration, and every such alternate Director shall be entitled to receive notice of all meeting of the Directors and to attend and vote at all such meetings at which the Director appointing him is not personally present, and shall have and exercise all the powers, duties and authorities, as a Director, of his appointer in his absence. PROVIDED ALWAYS THAT a Director or his agent duly authorized may at any time by writing

Article 120 will be amended as follows: "Any Director may by writing under his hand or under the hand of his agent, duly authorised in writing appoint any person (other than another Director or a person who has already been appointed alternate for another Director)(who shall be subject to the approval of a majority of the other Directors of the Company) to be an alternate Director provided that any fee paid by the Company to the alternate Director shall be deducted from that Director's remuneration, and every such alternate Director shall be entitled to receive notice of all meetings of the Directors and to attend and vote at all such meetings at which the Director appointing him is not personally present, and shall have and exercise the powers, duties and authorities, as a Director, of his appointer in his absence. Such

Under Paragraph 7.31 of the Main LR, an alternate director may be appointed provided that: (a) such a person is not a director

of the company; (b) such person does not act as

an alternate for more than one director of the company;

(c) the appointment is approved by a majority of the other members of the Board; and

(d) any fee paid by the company to the alternate shall be deducted from that director's remuneration.

The amendment is therefore being made to reflect Paragraph 7.31 of the Main LR in Article 120.

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under his hand revoke the appointment of any alternate Director appointed by him or his agent duly authorized, and appoint another person approved as aforesaid in his place as such Director or his agent may think fit; and if a Director shall die or otherwise cease to hold office of Director, the appointment of his alternate Director shall thereupon cease and determine. However, a Director shall not for the purposes of this Article be deemed to have ceased to be Director if he retires at an annual general meeting but is re-elected at such meeting.

appointment, unless previously approved by a majority of the other Directors, shall have effect only upon and subject to being so approved." PROVIDED ALWAYS THAT a Director or his agent duly authorized may at any time by writing under his hand revoke the appointment of any alternate Director appointed by him or his agent duly authorized, and appoint another person approved as aforesaid in his place as such Director or his agent may think fit; and if a Director shall die or otherwise cease to hold office of Director, the appointment of his alternate Director shall thereupon cease and determine. However, a Director shall not for the purposes of this Clause be deemed to have ceased to be Director if he retires at an annual general meeting but is re-elected at such meeting.

43. 125 (The Common

Seal)

1. The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.

2. The Company shall have a special Seal marked “SHARE SEAL” which is for the sole and specific use on the Company’s share certificates. Such Share Seal shall not be affixed onto any share certificates except by

Article 125 will be amended as follows: 1. "The Directors shall provide for the safe

custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.

2. The Company shall have a special Seal marked “SHARE SEAL” which is for the sole and specific use on the Company’s share

TM will not be retaining a Share Seal and the corresponding provision in the M&A is therefore being deleted.

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a resolution of the Board of Directors previously given or of a committee of the directors authorised by the Directors in that behalf, and every instrument to which such Share Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Such Director and Secretary or second Director or other person as aforesaid shall either physically sign or cause a facsimile of their signatures, to appear on every share certificate to which the Share Seal has been affixed.

3. The word “Seal” wherever it appear in these

Articles pertaining and relating to the Company’s share certificates, shall be construed as including a reference to the Company’s Share Seal.

certificates. Such Share Seal shall not be affixed onto any share certificates except by a resolution of the Board of Directors previously given or of a committee of the directors authorised by the Directors in that behalf, and every instrument to which such Share Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Such Director and Secretary or second Director or other person as aforesaid shall either physically sign or cause a facsimile of their signatures, to appear on every share certificate to which the Share Seal has been affixed.

3. The word “Seal” wherever it appear in these

Articles pertaining and relating to the Company’s share certificates, shall be construed as including a reference to the Company’s Share Seal."

44. 126 (Secretary)

3. The Directors may also appoint an Assistant or Deputy Secretary and the foregoing provisions of this Article shall apply in relation to such office.

4. If there is no Secretary or Assistant or Deputy Secretary capable of acting, subject to Section 139A of the Act, any officer of the Company authorized generally or specially in that behalf by the Board may carry out anything required or authorized by the Act to be done by the Secretary.

Article 126 will be amended as follows: 3. The Directors may also appoint an Assistant

or Deputy Secretary and the foregoing provisions of this Clause shall apply in relation to such office.

4. "If there is no Secretary or Assistant or Deputy Secretary capable of acting, subject to Section 235 of the Act, any officer of the Company authorized generally or specially in that behalf by the Board may carry out

Section 235 of the New CA reflects the provisions of Section 139A of the Old CA. The amendment is therefore being made to accurately reflect the references to Section 235 of the New CA in Article 126.

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5. Any provision of these Articles or the Act requiring or authorizing a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

anything required or authorized by the Act to be done by the Secretary."

5. Any provision of this Constitution or the Act requiring or authorizing a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

45. 127 (Dividends)

and 128

(Interim Dividends)

Article 127 1. The Company in general meeting may

declare a dividend if, and only if the Directors have recommended a dividend.

2. A dividend shall not exceed the amount recommended by the Directors.

Article 128 The Directors may authorise the payment by the Company to the members of such interim dividends as appear to the Directors to be justified by the profits of the Company.

The following articles will be amended as follows: Article 127: 1. "The Directors may from time to time declare

dividend, but no dividend shall exceed the amount recommended by the Directors and the declarations of the Directors as to the distribution shall be conclusive. No dividend shall be payable otherwise than out of profits available of the Company and provided the Company is solvent.

2. The Directors may authorise a distribution of dividend at such time and in such amount as the Directors consider appropriate, if the Directors are satisfied that the Company will be solvent immediately after the distribution is made. The Company is regarded as solvent if the Company is able to pay its debts become due within twelve (12) months immediately after the distribution is made.

3. If, after, a distribution is authorised and before it is made, the Directors cease to be satisfied on reasonable grounds that the Company will be solvent immediately after

By way of background, among the major changes to the Old CA was the implementation of a new dividend regime under the New CA. Section 131 of the New CA provides that a company may only made a distribution to members out of the profits of the company available if the company is solvent. Section 132 of the New CA further provides that before such distribution is made, it must be authorised by the directors of the company. The amendments are therefore being made to reflect Sections 131 and 132 of the New CA in Article 120. Article 128 is also being deleted given that there is no distinction between interim dividends and final dividends (i.e. both will be subject to the requirement under Clause 127(1)).

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the distribution is made, the Directors shall take all necessary steps to prevent the distribution being made. No higher dividend shall be paid than is authorised by the Directors, and the declarations of the Directors as to the distribution shall be conclusive."

Article 128 "The Directors may authorise the payment by the Company to the members of such interim dividends as appear to the Directors to be justified by the profits of the Company."

46. 141 (Notices)

How notices to be served on members 1. A notice may be given by the Company to

any member either by serving it on him personally or by sending it by post to him at his address in Malaysia or Singapore as shown in the Register of Members. Any member described in the Register of Members by an address not within Malaysia or Singapore who shall from time to time give (in the case of holders of non-deposited securities) the Depository or (in the case of holders of non-deposited securities) the Company an address within Malaysia or Singapore at which notices may be served upon him shall be entitled to have notices served upon him at such address.

2. If a member has no registered address in Malaysia or Singapore and has not supplied to the Depository or, as the case may be, the Company an address within Malaysia or Singapore for the giving of notices to him, a

The following amendments will be made to Article 141: 1. "A notice may be given by the Company to

any member either by serving it on him personally or by sending it by post to him at his address in Malaysia or Singapore as shown in the Register of Members. Any member described in the Register of Members by an address not within Malaysia or Singapore who shall from time to time give (in the case of holders of non-deposited securities) the Depository or (in the case of holders of non-deposited securities) the Company an address within Malaysia or Singapore at which notices may be served upon him shall be entitled to have notices served upon him at such address..

2. If a member has no registered address in the Register of Members Malaysia or Singapore and has not supplied his registered address

The amendment has been made to remove the jurisdictional limitation on physical service of notices. Section 319 of New CA allows a company to give notice of a general meeting either in hard copy; in electronic form; or partly in hard copy and partly in electronic form. Unless otherwise provided in the constitution, a notice: (a) given in hard copy shall be

sent to any member either personally or by post to the address supplied by the member to the company for such purpose; or

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notice posted up in the Registered Office of the Company shall be deemed to be well served on him at the expiration of twenty-four hours after it is so posted.

… Notice to persons entitled to a share A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by serving it to him personally or sending it to him by post addressed to him by name, or by the title of representatives of the deceased or assignee of the bankrupt, or by any like description, at the address (if any) within Malaysia or Singapore supplied for the purpose by the persons, or if such an address has been so supplied, at the address to which the notice might have been sent of the death or bankruptcy had not occurred. Notice valid though member deceased etc. Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these Articles shall, notwithstanding such member be then deceased and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any shares, and such service shall, for all purposes of these Articles, be deemed a sufficient service of such notice or document on his heirs, executors or administrators.

to the Depository or, as the case may be, the Company an address within Malaysia or Singapore for the giving of notices to him, a notice posted up in the Registered Office of the Company shall be deemed to be well served on him at the expiration of twenty-four (24) hours after it is so posted."

Electronic Communications Without prejudice to Clause 141, but subject otherwise to the Act and any regulations made thereunder and (where applicable), the Main LR relating to electronic communications, any notice or document (including, without limitation, any accounts, balance-sheet, financial statements or report) which is required or permitted to be given, sent or served under the Act or under these Clauses by the Company, or by the Directors, to a member may be given, sent or served using electronic communications: (a) to the current address of the member, and if

the current address of a member cannot be ascertained, the contact details of such member as provided to the Depository shall be deemed as the last known address provided by the person to the Company for the purposes of communication with the member; or

(b) by making it available on a website

prescribed by the Company from time to time,

in accordance with these Clauses, the Act and/or any other applicable regulations or procedures.

(b) given in electronic form shall be transmitted to the electronic address provided by the member to the company for such purpose or by publishing on a website.

Paragraph 2.19B of the Main LR provides that a listed issuer may send any document required to be sent under the Main LR to its securities holders ("Documents") by electronic means, provided, among others, that the constitution of the listed issuer: (a) provides for the use of

electronic means to communicate with its securities holders;

(b) specifies the manner in which the electronic means is to be used; and

(c) states that the contact details of a securities holder as provided to the Depository shall be deemed as the last known address provided by the securities holder to the listed issue for purposes of communication with the securities holder.

Pursuant to a Q&A document issued by Bursa in relation to the

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When notice by electronic communications deemed to be served Where a notice or document is given, sent or served by electronic communications: (a) to the current address of a person pursuant

to [insert relevant Clause] it shall be deemed to have been given sent or served at the time of transmissions of the electronic communication by the email server or facility operated by the Company or its service provider to the current address of such person (notwithstanding any delayed receipt, non-delivery or "returned mail" reply message or any other error message indicating that the electronic communication was delayed or not successfully sent), unless otherwise provided under the Act and/or any other applicable regulations or procedures; and

(b) by making it available on a website pursuant

to [insert relevant Clause], it shall be deemed to have been duly given, sent or served on the date on which the notice or document is first made available on the website, or unless otherwise provided under the Act and/or any other applicable regulations or procedures.

Separate notification for publication on website Where a notice or document is given, sent or served to a member by making it available on a website pursuant to [insert relevant Clause], the Company shall give separate notice to the member of the publication of the notice or document on that website and the manner in

issuance of documents through electronic means, a listed issuer may set out operational details pertaining to the use of the electronic means such as information on: (a) the type of electronic means

adopted and specific provisions relating to such electronic means such as the requirement for separate notification for publication on website and proof of delivery for Documents issued via email;

(b) the type of Documents which may be issued via electronic means;

(c) the addresses or contact details in which the Documents will be sent to;

(d) when a Document is deemed delivered pursuant to the electronic means; and

(e) alternative arrangements to send the Documents to securities holders in the event of delivery failure.

The amendments are therefore being made to reflect the

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which the notice or document may be accessed by any one or more of the following means: (a) by sending such separate notice to the

Member personally or through the post pursuant to [insert Relevant Clause];

(b) by sending such separate notice to the

member by using electronic communications to his current address pursuant to [insert relevant Clause];

(c) by way of advertisement in the daily press;

and/or (d) by way of announcement on the Stock

Exchange. Alternative arrangements in the event of delivery failure In the event of a delivery failure where a notice or document is given, sent or served by electronic communications pursuant to [insert relevant Clause], the Company shall immediately send the relevant notice or document to the affected person by one or more of the following means: (a) by sending such separate notice to the

Member personally or through the post pursuant to [insert relevant Clause];

(b) by way of advertisement in the daily press;

and/or (c) by way of announcement on the Stock

Exchange.

provisions referenced above in Article 141. The New CA has replaced the concept of "Memorandum and Articles of Association' with a "Constitution" and the amendment to Article 141(7) is made to reflect this change.

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For completeness and to ensure consistency, Article 141(7) may be amended as follows: "Any notice or document delivered or sent by post to or left at the registered address or given, sent or served by electronic communication to the current address (as the case may be) of any member in pursuance of these Clauses…" Notice valid though member deceased etc. Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of this Constitution shall, notwithstanding such member be then deceased and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any shares, and such service shall, for all purposes of this Constitution, be deemed a sufficient service of such notice or document on his heirs, executors or administrators.

47. 145 (Indemnity)

The Directors, Managers, Auditors, Secretary and other officers of the Company shall be indemnified out of its assets for all liability incurred by them as such in defending any proceedings, whether civil or criminal, in respect of alleged negligence, default, breach of duty or breach of trust in relation to the affairs of the Company in which judgment is given in their favour, or in which they are acquitted, or in connection with any application under the Act in which relief is granted to them by the Court.

Article 145 will be replaced in its entirety as follows: "Every officer or auditor for the time being of the company shall be indemnified out of the assets of the company against: (a) any liability incurred by him in defending any

proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted; or in which he is granted relief under the Act, or where proceedings are discontinued; (b) any liability to any person, other than the company, for any act or omission in his capacity as officer or auditor or any costs incurred by him in

Section 289 of the New CA provides that a company may indemnify an officer or auditor of the company in respect of: (a) any liability to any person,

other than the company, for any act or omission in his capacity as an officer or auditor; and

(b) costs incurred by that director or officer or auditor in defending or settling any claim

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defending or settling any claim or liability except: (i) any liability of the director to pay a fine

imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature, however arising; or

(ii) any liability incurred by the director in defending criminal proceedings in which he is convicted; or in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him; or

in connection with an application for relief under the Act, provided that no indemnity shall be provided under this Article in respect of any breach of duty under Section 213 of the Act."

or proceedings relating to any such liability except: (i) any liability of the director

to pay a fine imposed in criminal proceedings; or a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature, however arising; or

(ii) any liability incurred by the director in defending criminal proceedings in which he is convicted; or in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him; or

(c) in connection with an application for relief under CA 2016.

The amendment is therefore being made to reflect Section 289 in Article 145.

PROPOSED AMENDMENTS TO TELEKOM MALAYSIA BERHAD'S … · 2018. 3. 27. · PROPOSED AMENDMENTS TO...

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