TELEKOM MALAYSIA BERHAD · 2017. 4. 28. · TELEKOM MALAYSIA BERHAD 30TH ANNUAL GENERAL MEETING...

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TELEKOM MALAYSIA BERHAD

[128740-P] (Incorporated in Malaysia)

MINUTES OF THE THIRTIETH (30TH) ANNUAL GENERAL MEETING (AGM) OF TELEKOM MALAYSIA BERHAD (“TM” OR “THE COMPANY”) HELD AT 10:00 A.M. ON THURSDAY, 30 APRIL 2015, AT KRISTAL HALL, TM CONVENTION CENTRE, MENARA TM, JALAN PANTAI BAHARU, 50672 KUALA LUMPUR.

PRESENT:

DIRECTORS

1. Tan Sri Dato’ Seri Dr Sulaiman Mahbob [Chairman]

2. Tan Sri Dato’ Sri Zamzamzairani Mohd Isa

[Managing Director/Group Chief Executive Officer]

3. Datuk Bazlan Osman

[Executive Director/Group Chief Financial Officer]

4. Dato’ Fauziah Yaacob

5. Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin

6. Dato’ Danapalan T.P Vinggrasalam

7. Datuk Zalekha Hassan

8. Dato’ Ir Abdul Rahim Abu Bakar

9. Dato’ Ibrahim Marsidi

10. Mr Davide Giacomo Federico Benello @ David Benello

11. Datuk Seri Fateh Iskandar Tan Sri Dato’ Mohamed Mansor

12. Miss Gee Siew Yoong

ALTERNATE DIRECTOR

1. Encik Nik Rizal Kamil Tan Sri Nik Ibrahim Kamil

[Alternate Director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin]

IN ATTENDANCE

1. Encik Idrus Ismail

2. Puan Hamizah Abidin

SHAREHOLDERS AND PROXIES

As at 22 April 2015, being the cut-off date for determining who shall be entitled to attend, speak and vote at the Company’s 30th AGM, the Company had 23,403 depositors. A total of 5,202 members, comprising shareholders, proxies and corporate representatives, representing 2,585,839,912 ordinary shares of RM0.70 each or 69.50%, registered for TM’s 30th AGM as per the Attendance Record issued by TM’s Share Registrar. BY INVITATION

A total of 72 invitees were invited for TM’s 30th AGM as per the Attendance Record recorded by the Company Secretary.

Secretaries

TELEKOM MALAYSIA BERHAD 30TH ANNUAL GENERAL MEETING [30.4.2015]

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1.0 CHAIRMAN OF MEETING

Tan Sri Dato’ Seri Dr Sulaiman Mahbob, being Chairman of TM (Tan Sri Chairman), took

the chair and commenced the proceedings of the 30th AGM of TM. 2.0 WELCOMING ADDRESS BY CHAIRMAN

2.1 Tan Sri Chairman welcomed the members and invitees to the 30th AGM and

thanked them for their continuous support to TM. 2.2 Before proceeding with the meeting, Tan Sri Chairman invited Tuan Haji Zainal

Mokhtar Mat Lazim to recite the du’a. [Recitation of du’a by Tuan Haji Zainal]

2.3 After thanking Tuan Haji Zainal, Tan Sri Chairman expressed his expectation that

the registration process has been conducted smoothly. He informed the meeting as follows: a) Upon considering the comments by shareholders at the last AGM and with a

view for a more effective cost management, the Board has agreed to limit door gifts entitlement to proxies as practiced by most public listed companies.

b) The Board has taken note of relevant issues that were raised at the last

AGM and Extraordinary General Meeting (EGM) and took necessary actions for improvement. The minutes of the 29th AGM and the EGM held on 8 May 2014 can be viewed at TM’s website, www.tm.com.my.

c) A Customer Service Help Desk was set up outside the meeting hall to attend

to any queries from members and invitees.

d) In addition, Bursa Malaysia Depository Sdn Bhd (Bursa Depository) has also set up its counter at the Ground Floor to attend to new registration for e-dividend and introducing new products from Bursa Depository and Bursa Malaysia Berhad. Based on records, a total of 76.93% TM shareholders have registered for e-dividend to-date.

2.4 Tan Sri Chairman further informed the Meeting that Dato’ Sri Dr Halim Shafie has

resigned as Chairman of the Company on 12 January 2015 to assume a new role as the Chairman of the Malaysian Communications and Multimedia Commission (MCMC). Tan Sri Chairman paid tribute to Dato’ Sri Dr Halim for his able leadership of the TM Board as well as for his role as the highly regarded and much respected Chairman of all “Warga TM”.

2.5 Tan Sri Chairman then introduced each and every member of the Board of

Directors including an Alternate Director as well as the Company Secretaries who were in attendance for the 30th AGM. He confirmed that the existing TM Board composition complied with Paragraph 15.02 of the Main Market Listing Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities) and the Malaysian Code on Corporate Governance 2012; as seven (7) of the Independent Directors from a majority on the TM Board of twelve (12) members.

http://www.tm.com.my/


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2.6 Tan Sri Chairman also informed the Meeting that the Company’s 2014 Corporate and Financial Summary together with the Sustainability Report in CD-ROM and Circular to Shareholders were despatched to shareholders on 6 April 2015. The interactive version of the 2014 Annual Report could be download from both the Apple App Store and Android Play Store. In the on-going pursuit of innovation, TM has also produced an interactive version of the 2014 Annual Report enhanced with TM AURA, an augmented reality application (apps) developed by Telekom Research & Development Sdn Bhd, a subsidiary of TM. The apps allow shareholders to scan selected pages and images from the Annual Report to access extended rich contents. Digital versions of the 2014 Annual Report as well as the 2014 Sustainability Report were also available on the Company’s official website at www.tm.com.my. Whilst hardcopies of the Annual Report, in English and Bahasa Melayu, were available upon request at the Annual Report counter.

3.0 ADMINISTRATIVE DETAILS

3.1 Upon invitation from Tan Sri Chairman, the Secretary briefed the members on the

administrative details of the Meeting and addressed the following matters: 3.1.1 The Administrative Details for the 30th AGM were included in the 2014

Corporate and Financial Summary despatched to shareholders. 3.1.2 For ease of administration and purpose of identification, Members and

Proxies were provided with orange coloured wristbands upon registrations, and blue coloured wristbands were allocated to invitees and guests who were not entitled to vote.

Members and Proxies were invited to raise questions or seek clarification relevant to the proposed resolutions and to vote on the resolutions tabled at the Meeting.

3.1.3 TM has appointed Independent Scrutineers, Messrs PricewaterhouseCoopers (PwC), for the 30th AGM. The Scrutineers were stationed throughout the Meeting Hall to count and validate the votes on the resolutions considered at the Meeting.

3.1.4 All resolutions would be voted by way of show of hands unless a poll is

demanded.

3.1.5 For a resolution to be voted by way of a poll, the demand for the poll is to be made before or on the declaration of the result of the show of hands by the Chairman unless it has been demanded prior to a vote being taken on a show of hands.

3.1.6 Article 83 of the Company’s Articles of Association provides the mechanism for voting by poll, where, it may be demanded by either of the following persons:

a) The Chairman; or

b) At least 3 members (personally present or by proxy); or c) Members representing not less than 10% of the total voting rights of

all Members present at this Meeting.

http://www.tm.com.my/


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4.0 QUORUM

4.1 The Secretary reported that based on the Attendance Record issued by the Share Registrar, a total of 5,202 members have registered for the Meeting.

4.2 The Secretary thereafter confirmed the presence of the requisite quorum of a

minimum of two (2) members present in person or by proxy for the Meeting pursuant to Article 79 of the Company’s Articles of Association.

5.0 NOTICE OF MEETING

Tan Sri Chairman thanked the Secretary for his briefing and proposed that the Notice of the 30th AGM be taken as read. Mr Choo Moon Tuck @ Cho Mun Tuck, a shareholder and proxy, seconded the proposal.

6.0 OPENING REMARKS BY CHAIRMAN

6.1 Tan Sri Chairman then declared the Meeting duly convened. He conveyed that

this is the first AGM for him as the new TM Chairman, an office he assumed with a great honour and a strong sense of shared purpose in nation building and guided by the same values that TM holds at the core of its ethos, which is “Total Commitment to Customers, Uncompromising Integrity and Respect and Care”.

He thereafter summarised the key points of the Chairman’s Statement in the 2014 Annual Report as follows:

6.1.1 2014 was a fairly mixed year for TM, in the face of a challenging and

competitive environment. 6.1.2 The 2014 Group revenue was RM11.24 billion, beyond the RM11.0

million milestone hurdles while the Group Operating Profit (Earnings Before Interest and Tax (EBIT)) was RM1.29 billion, against RM1.37 billion in 2013. The Group reported Profit Before Tax (PBT) rose 5.7% Year-on-Year (YoY) to RM1.11 billion while Group Reported Net Profit or Profit After Tax And Minority Interest (PATAMI) stood at RM831.8 million, with Group Normalised PATAMI was at RM941.2 million.

6.1.3 TM’s 2014 Headline Key Performance Indicators (KPIs) comprised

revenue growth of 5.0% to 5.5%, EBIT growth of 5% and a customer satisfaction measure based on the TRI*M index of 72, exceeding the global average of 68 for the fourth consecutive year. These KPIs were set prior to the investment and consolidation of Packet One Network (Malaysia) Sdn Bhd (P1) into the TM Group. Hence, excluding the impact of P1, TM has achieved all three (3) Headline KPIs, with Group revenue up 5.3% against Financial Year 2013, normalised EBIT growth of 5.0% to RM1.43 billion and a TRI*M index of more than 72, above the global average of 68.

6.1.4 Based on the good performance, TM would again fulfill its annual

dividend commitment, to pay either RM700 million or up to 90.0% of normalised PATAMI to shareholders, whichever is higher.


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6.1.5 The Board of Directors had recommended a final single-tier dividend of 13.4 sen per share amounting to RM583.1 million, on top of the interim dividend of 9.5 sen per share paid in October 2014. The total dividend payout to all registered shareholders would be 22.9 sen per share or RM846.8 million.

6.1.6 TM continued supporting the Government’s Economic Transformation

Programme (ETP), especially for Entry Point Project (EPP) 10 - “Extending the Regional Network” as well as the National Key Economic Area (NKEA) on the Communications Content and Infrastructure (CCI) sector in improving communications infrastructure and the uptake of services.

6.1.7 In 2014, TM was awarded a landmark contract via an open tender

process by the MCMC to develop and construct a new submarine cable system, Sistem Kabel Rakyat 1Malaysia (SKR1M) linking Peninsular Malaysia with Sabah and Sarawak. The project would be established through a Public-Private Partnership arrangement between MCMC and TM utilizing the Universal Services Provision Fund (USP) under the purview of MCMC.

6.1.8 TM also had recently been awarded the High Speed Broadband Phase

2 (HSBB2) Project and the Sub-Urban Broadband (SUBB) Project, a collaboration with the Government, to deploy the access, domestic core networks to deliver end to-end broadband network infrastructure and services, and increasing coverage for the nation.

6.1.9 Some of TM’s initiatives in year 2014 were as follows:

a) Launched the first 4G broadband offering, TMgo in Alor Setar,

Kedah in August 2014. b) Spearheaded the digital transformation of Malaysia’s broadcasting

landscape by signing an agreement with MYTV Broadcasting Sdn Bhd to provide infrastructure and network facilities for digital terrestrial television.

c) Launched a start-up accelerator programme giving direct access

for start-ups to develop and test go-to-market models with TM’s ready and existing ecosystem comprising Multimedia University (MMU), TM R&D and with its strategic partners and alliances.

6.1.10 In order to deliver convergence as a seamless experience and placing

the customer at the heart of it all, TM would redesign its ideas and approaches in order to live up to its brand and customer promise of “Life Made Easier” and “Business Made Easier”.

6.1.11 TM had more than 750,000 UniFi customers to date, despite an increasingly competitive broadband market. In addition to TMgo launch, TM acquired P1 to strengthen its broadband offering with Long-Term Evolution (LTE) wireless broadband services towards TM’s transformation of becoming the No. 1 Converged Communications Service Provider.


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6.1.12 In terms of corporate governance and integrity, TM continued to focus making integrity a cornerstone of its operations, in line with the commitment to support the National Integrity Plan and the Government’s National Key Result Area (NKRA) on Anti-Corruption.

6.1.13 “Warga TM” had also contributed to provide relief to affected flood

victims in the recent calamity that had befallen our country, especially in the East Coast. Tan Sri Chairman commended TM staff who had risen to the challenge and worked relentlessly to restore our services to normal in these affected areas. Gratitude was also recorded to the Ministry of Communication and Multimedia, MCMC, Pakar Semboyan that had assisted TM in strategizing, coordinating and safeguarding our network and assets throughout the Eastern Region.

6.1.14 Moving forward, the Malaysian telecommunications industry was

expected to be challenging although generally stable in 2015. Increased competition might pressure profit margins while revenue growth would be limited as fast-growing data services would continue to be offset by a decline in traditional voice revenues. TM would continue to focus on executing our Performance Improvement Programme (PIP) 3.0 on its ongoing transformation journey towards becoming a Convergence Champion, which would enable the Company to deliver its promise of “Life Made Easier” and “Business Made Easier”.

6.2 On behalf of the Board, Tan Sri Chairman expressed his sincere appreciation and

gratitude to all parties who had contributed to TM’s position today, including the shareholders, media, regulators, Government as well as TM’s employees nationwide who have continued to believe in and support TM.

7.0 PRESENTATION BY THE GROUP CEO AND GROUP CFO

7.1 Tan Sri Chairman informed the Meeting that TM has received several questions from the Minority Shareholders’ Watchdog Group (MSWG) on 22 April 2015 and has accordingly replied to MSWG on 28 April 2015.

7.2 For the benefit of the members and invitees, Tan Sri Chairman invited Datuk Bazlan Osman, TM’s Executive Director/Group Chief Financial Officer (Datuk GCFO) to present TM’s responses to MSWG’s questions. In addition, Tan Sri Dato’ Sri Zamzamzairani Mohd Isa, TM’s Managing Director/Group Chief Executive Officer (Tan Sri GCEO) would highlight the evolution of the telecommunication industry as well as the Company’s Financial Highlights.

7.3 Datuk GCFO thereafter presented TM’s replies to the questions raised by MSWG.

The questions particularly pertained to three (3) issues on Strategic and Financial Matters as well as a question on Corporate Governance Matters.

7.4 The presentation then continued with Tan Sri GCEO highlighting the Company’s

updates as well as Financial Highlights. Salient matters presented were summarised as follows:

7.4.1 TM started more than sixty (60) years ago, since 1946. It was always at

the leading edge of the telecommunications sector, been the driver for nation-building as well as the development of the industry. TM had since evolved from a government department into the industry leader, and one of the largest companies listed in Bursa Malaysia.


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7.4.2 Over time, TM had undergone several inflections driven by technology; from the early days of analogue telephony services, data communications in the early 80’s, and thereafter, the digital age with advanced services such as cellular services, internet services and broadband.

7.4.3 Year 2008 was a landmark year for TM. We completed the demerger

exercise and embarked upon a new transformative phase; a full-Internet Protocol (IP) network.

7.4.4 In 2010, we launched Malaysia’s first triple play service, Unifi, which

allowed Malaysians to enjoy an even richer broadband and lifestyle experience powered by TM.

7.4.5 Riding on the success of the HSBB rollout, and driven by the evolution in not just technology but the rapid change in customer behaviour and expectations, we embarked on yet another game-changing endeavor in 2014, where we completed our investment into P1.

7.4.6 We also introduced TMgo, our own 4G service, to enable customers in

the rural areas to enjoy a higher broadband experience.

7.4.7 Technology has, over recent years, become a big part of our lives that broadband and internet are no longer about connectivity. With more innovation, the internet became a tool for social interaction, and encompasses many lifestyle activities. Internet is now a large part of our daily lives that we are no longer conscious of it.

7.4.8 Businesses had also evolved with technology. E-commerce is now a

must; as are B2B, machine-to-machine connectivity and big data analytics. With “Internet of Things”, physical objects are now embedded with electronics to enable the exchange of data with its owner, and even other connected devices – which will change our consumption and use of information, as well as our daily lives.

7.4.9 As Malaysia’s leading new generation communications provider, TM embraced our customers’ needs through continuous innovation and execution excellence.

7.4.10 Today, TM is Malaysia’s Broadband Champion, with 2.23 million

customers. We will continue our journey towards being the true Convergence Champion, which is anchored upon delivering on our Information and Innovation Exchange aspiration.

7.4.11 All of our strategies are anchored upon our Performance Improvement

Programme 3.0, which entails continued growth and increasing operational efficiencies whilst maintaining an efficient cost structure to improve overall productivity, all of which are with a view toward growing TM sustainably for future generations.

7.5 In concluding his presentation, Tan Sri GCEO thanked all present and relevant stakeholders for their support to TM. On behalf of TM, he also expressed appreciation to former chairmen of TM, namely Tan Sri Dato’ Ir Muhammad Radzi Mansor and Dato’ Sri Dr Halim as well as past President of the National Union of Telecom Employees (NUTE), Tuan Haji Mohamed Shafie BP Mammal for their contributions and services rendered to TM and their continuous support. Tan Sri Dato’ Ir Muhammad Radzi and Tuan Haji Mohamed Shafie were present at the 30th AGM.


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[Presentation by Tan Sri GCEO and Datuk GCFO commenced from 10.20 a.m. to

10.55 a.m.]

7.6 Tan Sri Chairman thanked both Tan Sri GCEO and Datuk GCFO for their presentations.

8.0 REMARKS BY CORPORATE REPRESENTATIVE OF MSWG

8.1 Tan Sri Chairman further invited MSWG’s corporate representative, Puan Lya Rahman to say a few words.

8.2 Puan Lya thanked the Board for presenting MSWG’s questions and TM’s replies

at the AGM and made the following comments and/or observations: 8.2.1 She commended the Board and the Management on the following:

TM’s good performance in 2014 and continuous improvement in good

corporate governance and practices. TM has been an exemplary company in good corporate governance practices not only in Malaysia but also in Asean. TM has scored 104.47 points in the 2014 Asean CG Index assessment resulting TM to be ranked 3rd in the Top 50 of Asean public listed companies.

Good practice in re-tabling the resolution on directors’ fees for shareholders’ approval in line with the recommendation made by MSWG at last year’s AGM, even though there was no increase in the directors’ fees in 2013 and 2014.

8.2.2 She expressed hope for TM to continuously maintain the high standard of

corporate governance and hoped to see TM emerge as the top ranked company amongst the Asean public listed companies of which the result would be published and announced in an event launch in Manila scheduled on 14 November 2015.

8.3 Puan Lya then proceeded to seek further clarifications on the following issues:

Pertinent Questions and Answers During Meeting Proceedings

(The Board’s answers are in italic.)

8.3.1 TM to clarify on the increase in “other receivables” attributable to the two (2) subsidiaries which were recently acquired by TM.

Datuk GCFO responded as follows:

The RM289.3 million increase is mainly due to consolidation of two (2) subsidiaries that were acquired by the Group in 2014 i.e. GTC Global Sdn Bhd (GTC) of RM205.1 million and P1 of RM82.9 million.

GTC’s nature of business is to provide business of trading, leasing

and installing cellular and telecommunication equipment which includes focus on security and surveillance segments that complement the Company’s core competencies as well as broaden the Group’s capabilities in the information and communication technologies (ICT). Whereas, P1’s nature of business is to provide long last mile broadband network infrastructure facilities and services.


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Other Receivables in GTC relate to the contract with customers for

deliverables, services and performance obligations which are not due for billing yet because of the nature of the contracts.

Whilst in P1, Other Receivables consist of deposits, regulatory fees

that were paid in advance as well as irrecoverable vouchers from major customers.

8.3.2 What is the impact on the Company’s EBITDA margin for 2015 with the

recently announcement by TM on the two (2) new broadband packages with reduced rates between 10% and 57%? Tan Sri GCEO explained as follows: Both new broadband packages i.e. RM38 per month package for 1

Mbps with data usage of up to 1GB and RM179 per month UniFi package/UniFi 10Mbps, are part of TM strategies to attract new customers using broadband services by offering new customers to experience broadband packages with basic package at a minimal price.

TM does not expect any downtrend in terms of customers from the

primary proposition of unlimited usage for TM existing suite of packages as the RM38 per month is a basic package which has a capping of 1GB whilst existing RM68/RM88 per month package at 1GB is unlimited.

In respect of RM179 package which offers 10 Mbps unlimited usage,

only existing customers that are subscribing UniFi VIP 10 (basic) package without any HyppTV premium channels subscription will be automatically migrated to the new UniFi 10 Mbps package and enjoy the 10% reduction in fees.

TM acknowledged that there are both upside and downside of these

packages. These new packages will not only help increase the take-up in TM broadband services but also motivate customers to upgrade to higher speed with different experience.

8.4 The Chairman then thanked Puan Lya for her kind words and observation. 9.0 RECEIPT OF AUDITED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS

AND AUDITORS FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER 2014

9.1 Tan Sri Chairman tabled the Audited Financial Statements and Reports of

Directors and Auditors for the financial year ended 31st December 2014. 9.2 Tan Sri Chairman explained that in line with the provision of Section 169(1) of the

Companies Act, 1965, the financial statements and reports are not required to be formally approved by the shareholders. Hence, it would not be put for voting.

Nonetheless, shareholders were welcomed to raise questions and seek

clarifications on the Audited Financial Statements and Reports as normally practiced in the past AGMs.


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9.3 The Meeting was informed that the auditors, PwC, who were present today, were of the opinion that the Audited Financial Statements had been properly drawn up and present a true and fair view of the financial position of the Company and Group as at 31 December 2014. The Audited Financial Statements had been prepared in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and other regulatory requirements.

9.4 Thereafter, the Chairman welcomed comments and/or queries from the floor

regarding the 2014 Audited Financial Statements and Reports. The pertinent questions and answers during the proceedings were summarised as follows:

(The Board’s answers are in italic.)

9.4.1 2014 Financial Performance

a) Mr Choo Moon Tuck @ Cho Mun Tuck (Mr Choo), a shareholder

and proxy, congratulated Tan Sri Dato’ Seri Dr Sulaiman Mahbob on his new appointment as TM Chairman. He further congratulated the Board and Management for the Company’s good performance in 2014. TM is a “safe” investment and continued to provide returns to shareholders.

b) Mr Choo expressed concerns on the high amount of impairment

of trade and other receivables under “other operating costs” item and enquired whether this amount could be reduced drastically moving forward in 2015.

Datuk GCFO responded that TM would continue to manage

impairment in trade receivables to ensure lower provision in 2015. The high provision in 2014 was due to stringent credit management measures taken to determine credit worthiness of customers. However, steps have been taken since 2014 to mitigate and reduce our credit risk exposure, as follows: (i) Auto credit worthiness check to detect non-genuine customers. (ii) To reduce credit timeline from 180 days to 120 days as to curb

debt exposure. (iii) Actions were also taken on the agents by imposing claw back of

commission if they breached the terms of their appointment. (iv) Tighter verification process for new customers to ensure only

genuine customers are registered. We hoped that the above preventive actions would reduce impairment cost for this year.

c) Mr Choo also sought clarification on the high amount of termination benefit of RM111.2 million under “other operating costs” disclosed on page 303 of the Annual Report.

Datuk GCFO clarified that RM111.2 million of termination benefit

was paid to eligible staff aged 55 and above who have taken up the voluntary retirement scheme (Skim Mesra) following the increase in mandatory retirement age to 60 years which was adopted by TM since July 2013, in line with the Minimum Retirement Age Act 2012 (MRA 2012). About 1,000 staff has accepted Skim Mesra.


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d) Mr Ho Yuen Wueng (HYW), a shareholder, wished TM the very best in view of a more challenging year ahead and the expected lower return of investment next year.

HYW later expressed his concerns over the decline in Earnings Per

Share (EPS) in 2014 despite the good financial performance. Datuk GCFO responded that EPS for year 2013 was higher due to

tax exemption awarded to TM for the High Speed Broadband (HSBB) project. In the absence of the tax exemption, EPS was lower in year 2014, notwithstanding a better PBT compared to previous year.

TM is currently in negotiation with the Government for tax incentives for the recently awarded HSBB2 and SUBB Project. However, TM is not at liberty to share the details as it is still in negotiation stage.

e) HYW commented that based on the segmental analysis report on

pages 38 – 39 of the Annual Report, the assets allocation for Shared Services segment was quite disproportionate to its return.

Datuk GCFO noted the comments and agreed that all assets

invested in all projects such as in HSBB, should be fully optimized. In view of this, the Board has agreed that one of the Headline KPIs for 2015 is to look into EBIT growth to ensure sufficient return from the assets that TM has invested.

9.4.2 Investment in P1

a) Mr Choo queried on P1’s contribution to the Group given its RM53.3 million losses in 2014. He further enquired on the expected timeline for P1 to turnaround and contributes positively to the Group. He also enquired as to whether TM will continue injecting more funds into P1.

Tan Sri GCEO replied that P1 plays a significant role in TM’s future

business on LTE business. TM currently had 850MHz spectrum and the combination of low and high band spectrums would allow P1 to build a multi-band network that would enable extensive fixed and mobile coverage and capacity.

Strategic plans have been identified and are currently being implemented to turnaround P1. It is still early to gauge the success of the plans and Management is not at liberty to share the information at this point of time.

9.4.3 Competitions and Strategy a) HYW commented that the voice revenue has substantially reduced

and therefore, TM should focus on improving it as it may be an indication that more customers are migrating to competitors.

Tan Sri GCEO informed that decline in revenue from voice is a

normal phenomenon especially for fixed line player. Since mid-2000, there is significant decline of up to a double digit for fixed line due to migration from fixed line to other mobile substitute. At the moment, voice revenue comprises 30% of total revenue growth despite strong competition from broadband.


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Tan Sri GCEO also cited changes in user-behaviour and their preference in using social media has also impacted the voice revenue as more users especially the younger generations are communicating using internet protocol (IP).

b) HYW enquired on TM’s strategy in managing its mobile strategy as

well as TM’s perspective in managing the challenges in view of the competitive market.

Tan Sri GCEO informed that it is TM’s aspiration to become the

Number One (1) Convergence Player and not the 4 th Mobile Player. Although connectivity remains TM’s core business such as broadband services, we are expanding connectivity capabilities and going beyond “fixed” broadband by aiming to become the first convergence player in order to improve customers’ mobility experience. It is not TM’s intention to be a mobile player.

c) Mr Yap Kim Tong (YKT) proposed that TM diversified its investment

to overseas especially in China and Middle East to increase revenue and yield better dividend payout for next year.

TM noted and thanked YKT for the suggestion. 9.4.4 Human Capital Matters

a) HYW cautioned Management on the risk of maintaining a large

number of staff. The existing 28,000 staff is deemed too high for TM’s size and nature of business. He expressed hope that TM would not face the same problem faced by the Malaysian national airlines which has significant number of employees. HYW also commented on the high cost of termination benefits and other staff benefits as stated in the Annual Report. He further queried as to whether more staff are to be terminated.

Datuk GCFO clarified that the termination benefits were in respect

of payment to about 900 staff aged 55 years onward, who applied for early retirement under the Skim Mesra. It is an early voluntary exit offered to eligible TM staff in view of the increase in retirement age from 55 to 60 years in accordance to the MRA 2012. TM would continue to monitor and manage the staff benefits of its executives and non-executives and the costs on yearly basis. Whilst managing the number of staff is critical, Tan Sri GCEO clarified that the main objective is increasing or improving staff productivity. Having a large workforce could be beneficial to the Company provided all employees contributed their productivity and help to improve TM’s financial performance. This is being addressed under TM’s Performance Improvement Programme 3.0 focussing on increasing and strengthening of institutional health.

9.5 After attending to the questions and suggestions posed by the members, Tan Sri

Chairman continued with the meeting proceedings. [The Questions and Answers Session ended at 12.00 noon.]


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10.0 ORDINARY RESOLUTION 1: DECLARATION OF A FINAL SINGLE-TIER DIVIDEND OF 13.4 SEN PER SHARE IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

10.1 Tan Sri Chairman proceeded with the Ordinary Resolution 1 on the approval for the declaration of a final single-tier dividend of 13.4 sen per share in respect of the financial year ended 31 December 2014.

The proposed final single-tier dividend together with the single-tier interim dividend of 9.5 sen per share paid on 29 October 2014, represented a total dividend payout to shareholders of RM846.8 million for the financial year ended 2014.

10.2 The Meeting was also informed that the final dividend would be subjected to the Dividend Reinvestment Scheme (DRS) which was earlier approved by the members at the EGM held on 8 May 2014. Under the DRS, shareholders can opt either to be paid fully in cash, or in part with TM shares.

10.3 The motion on the declaration of Final Single-Tier Dividend was proposed by Mr

Yap Kim Tong, a shareholder, and seconded by Mr Choo Moon Tuck @ Cho Mun Tuck, a shareholder and proxy.

10.4 Thereafter, the motion was put to vote by show of hands and declared carried

unanimously. 10.5 It was RESOLVED:

THAT a final single tier dividend of 13.4 sen per share in respect of the financial

year ended 31st December 2014 be and is hereby approved.

11.0 ORDINARY RESOLUTION 2: RE-ELECTION OF TAN SRI DATO’ SERI DR SULAIMAN MAHBOB PURSUANT TO ARTICLE 98(2) OF THE COMPANY’S ARTICLES OF ASSOCIATION

11.1 The Meeting was informed that Ordinary Resolution No. 2 was in respect of the

re-election of director, Tan Sri Dato’ Seri Dr Sulaiman Mahbob, pursuant to Article 98(2) of the Company’s Articles of Association.

11.2 Since he was due for re-election under Resolution No. 2, Tan Sri Chairman

would like to excuse himself from the Meeting during the deliberation and voting of this resolution.

11.3 Tan Sri Chairman proposed that Dato’ Danapalan T.P. Vinggrasalam, the Senior

Independent Non-Executive Director, to take over the chair for Resolution No.2. Ms Ann Joseph A/P G.L. Joseph, a shareholder, seconded the motion.

11.4 Dato’ Danapalan thanked the Chairman and chaired the Meeting for the Ordinary

Resolution No.2. [At this juncture @ 12.02 p.m., Tan Sri Chairman left the Meeting in order for

Ordinary Resolution 2 to be discussed and voted upon in his absence.]


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11.5 Dato’ Danapalan informed the Meeting that Tan Sri Dato’ Seri Dr Sulaiman was appointed during the year and is to retire pursuant to Article 98(2) of the Company’s Articles of Association being eligible, has offered himself for re-election. Based on his qualification and experience, the Board Nomination and Remuneration Committee (NRC) and the Board has recommended for his re-election. The profile of Tan Sri Chairman was stated in page 92 of the Annual Report.

11.6 The motion on the re-election of Tan Sri Dato’ Seri Dr Sulaiman was proposed by

Mr Rajalekshmi Rama Chandran, a shareholder, and seconded by Encik Mohamed Shafie BP Mammal, a shareholder.

11.7 The motion was put to the Meeting for voting by show of hands and declared

carried unanimously.

11.8 It was RESOLVED: THAT Tan Sri Dato’ Seri Dr Sulaiman Mahbob, who was appointed to the Board

during the year and retired pursuant to Article 98(2) of the Company’s Articles of Association and who being eligible offered himself for re-election, be and is hereby re-elected as Director of the Company.

11.9 Dato’ Danapalan congratulated Tan Sri Dato’ Seri Dr Sulaiman on his re-election

as Director and invited him to the Meeting to continue chairing the remaining proceedings.

[At this juncture @ 12.04 p.m., Tan Sri Chairman re-joined the meeting and re-

chaired the Meeting proceeding.]

11.10 Tan Sri Chairman thanked Dato’ Danapalan and the shareholders for their vote of confidence given to him.

12.0 ORDINARY RESOLUTION 3:

RE-ELECTION OF DATO’ FAUZIAH YAACOB PURSUANT TO ARTICLE 103 OF THE COMPANY’S ARTICLES OF ASSOCIATION

12.1 The Meeting was informed that Ordinary Resolutions No. 3 to 6 were in respect of

the re-election and re-appointment of the following Directors: a) Dato’ Fauziah Yaacob (Resolution 3);

b) Datuk Zalekha Hassan (Resolution 4); c) Dato’ Ibrahim Marsidi (Resolution 5); and d) Dato’ Danapalan T.P Vinggrasalam (Resolution 6).

12.2 Dato’ Fauziah Yaacob, Datuk Zalekha Hassan and Dato’ Ibrahim Marsidi, being

the Directors longest in office for the last three (3) years, would be retiring by rotation pursuant to Article 103 of the Company’s Articles of Association, under Ordinary Resolutions 3 to 5.

Whilst, under Ordinary Resolution 6, Dato’ Danapalan, the Senior Independent

Director, who has attained the age of 72, was to retire pursuant to Section 129(6) of the Companies Act 1965.

12.3 It was noted that all four (4) of the retiring Directors were present at the Meeting

and have given their consents and offered themselves for re-election and re-appointment to the Board.


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12.4 Tan Sri Chairman further informed that all TM Directors had undergone the Board

Effectiveness Evaluation (BEE) and prior assessment by the NRC. The NRC has conducted and assessment of the Directors’ respective attributes, competencies, commitment, personality and quality aspects, contribution and performance for the year.

Through BEE, Directors were also annually appraised on their independence.

From the findings, the NRC concluded that the Independent Directors have continued to be independent and are able to provide objective judgment to the Board. The NRC has also determined that there were no relationships or circumstances which could affect, or appear to affect, the Independent Directors’ judgment.

12.5 The recommendations on the re-election and reappointment of the Directors were

made by the NRC and endorsed by the Board, after considering the Board’s expectations and the Directors’ performances as well as contributions and experiences. The recommendations were summarised in page 140 of the NRC Report in the 2014 Annual Report.

12.6 For the past few years, TM had always voted on each resolution individually, a practice strongly supported by MSWG. As such, Tan Sri Chairman sought the members’ concurrence to continue voting each resolution individually for purpose of transparency.

[At this juncture @ 12.07 p.m., Dato’ Fauziah Yaacob, Datuk Zalekha Hassan and Dato’ Ibrahim Marsidi excused themselves from the Meeting for the deliberation on and voting of Ordinary Resolutions 3 to 5.]

12.7 The profile of of Dato’ Fauziah Yaacob, an Appointed Director by the Special

Shareholder i.e. Minister of Finance, was on page 94 of the Annual Report. 12.8 The motion on the re-election of Dato’ Fauziah Yaacob was proposed by Encik

Mohamed Shafie BP Mamal, a shareholder, and seconded by Mr Rajalekshmi Rama Chandran, a shareholder.

12.9 The motion was put to vote by show of hands and declared carried unanimously. 12.10 It was RESOLVED:

THAT Dato’ Fauziah Yaacob, who retired by rotation pursuant to Article 103 of

the Company’s Articles of Association and who being eligible offered herself for re-election, be and is hereby re-elected as Director of the Company.


RE-ELECTION OF DATUK ZALEKHA HASSAN RETIRING PURSUANT TO ARTICLE 103 OF THE COMPANY’S ARTICLES OF ASSOCIATION

13.1 Tan Sri Chairman continued the meeting and informed that in accordance with

Article 103 of the Articles of Association of the Company, Datuk Zalekha Hassan being one of the directors longest in the office for the last 3 years shall retire at this Meeting and being eligible, has offered herself for re-election. Based on Datuk Zalekha Hassan’s qualification and experiences, the NRC and the Board has recommended for her re-election. Her profile was on page 96 of the Annual Report.


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13.2 The motion on the re-election of Datuk Zalekha Hassan was proposed by Encik Mohd Yassin Hamzah, a shareholder, and was seconded by Madam Ann Joseph A/P G.L Joseph, a shareholder.

13.3 The motion was thereafter put to the Meeting for voting by show of hands and

declared carried unanimously. 13.4 It was RESOLVED:

THAT Datuk Zalekha Hassan, who retired by rotation pursuant to Article 103 of the Company’s Articles of Association and who being eligible offered herself for re-election, be and is hereby re-elected as Director of the Company.

13.5 Tan Sri Chairman was pleased to announce that with the re-appointment of Dato’

Fauziah and Datuk Zalekha, TM had maintained its three (3) women directors on the Board of TM.


RE-ELECTION OF DATO’ IBRAHIM MARSIDI RETIRING PURSUANT TO ARTICLE 103 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

14.1 The next agenda was on the re-election of Dato’ Ibrahim Marsidi in accordance with Article 103 of the Articles of Association of the Company. Based on Dato’ Ibrahim Marsidi’s qualification and vast experiences, which was stated on page 97 of the Annual Report, the NRC and the Board has recommended for his re-election.

14.2 The motion was proposed by Encik Mohd Yassin Hamzah, a shareholder, and

was seconded by Mr Tamil Chelvan A/L M Perumal, a shareholder. 14.3 Thereafter, the motion was put to the Meeting for voting by show of hands and

declared carried unanimously. 14.4 It was RESOLVED:

THAT Dato’ Ibrahim Marsidi, who retired by rotation pursuant to Article 103 of the Company’s Articles of Association and who being eligible offered himself for re-election, be and is hereby re-elected as Director of the Company.

14.5 Tan Sri Chairman re-invited Dato’ Fauziah, Datuk Zalekha and Dato’ Ibrahim to

the meeting and congratulated the Directors on their re-elections as Directors of the Company.

[At this juncture @ 12.10 p.m., Dato’ Fauziah, Datuk Zalekha and Dato’ Ibrahim re-joined

the meeting. Dato’ Danapalan, being an Interested Director for Resolution 6, left the meeting for the deliberation and voting of the said resolution.]


RE-APPOINTMENT OF DATO’ DANAPALAN T.P. VINGGRASALAM PURSUANT TO SECTION 129 OF THE COMPANIES ACT, 1965

15.1 Tan Sri Chairman proceeded with Ordinary Resolution No. 6 on the re-appointment of Dato’ Danapalan, who has attained the age of 72 years, as Director of the Company to hold office until the conclusion of the next AGM. His re-appointment shall take effect if the resolution was passed by a majority of not less than three-fourth (3/4th) members voting at this meeting.


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15.2 The NRC and Board recommended the re-appointment of Dato’ Danapalan based

on his continued commitment, support and guidance as well as his leadership and management skills to the Board and the Group. He continued to be committed to TM and has provided invaluable contributions and insightful views at the Board and respective Board committees. His profile was stated in page 95 of the Annual Report.

15.3 The motion was proposed by Mr Rajalekshmi Rama Chandran, a shareholder,

and seconded by Mr Lucus A/L Asirvatham, a proxy. 15.4 The motion was put to vote by show of hands and declared carried unanimously. 15.5 It was RESOLVED:

THAT Dato’ Danapalan T.P Vinggrasalam, who retired pursuant to Section 129 of

the Companies Act, 1965, and who being eligible offered himself for re-appointment, be and is hereby re-appointed as Director of the Company.

[At this juncture @ 12.12 p.m., Dato’ Danapalan re-joined the Meeting.]

15.6 Tan Sri Chairman congratulated Dato’ Danapalan on his re-appointment as director.

16.0 ORDINARY RESOLUTION 7: RE-APPOINTMENT OF MESSRS PRICEWATERHOUSECOOPERS (PwC) AS AUDITORS OF THE COMPANY

16.1 The Meeting was informed that PwC has consented to act as Auditors of the

Company for the financial year ending 31 December 2015. Further to that, the Board Audit Committee (BAC) and the Board have agreed that PwC has met the suitability criteria stipulated in Paragraph 15.21 of the Main Market Listing Requirements (Main LR), amongst others, adequacy of the experience and resources, number of persons and experience of supervisory and professional staff assigned in view of the size and complexity of TM Group.

16.2 The BAC and Board have also assessed the independence of the auditors and recommended the re-appointment of PwC as the Company’s Auditors after taking into considerations all these facts.

16.3 The motion on the re-appointment of PwC tabled at the Meeting was proposed by

Madam Usha Rani Krishnan, a shareholder, and seconded by Tuan Haji Abd Ghani Hakim, a shareholder.

16.4 The motion was put to the Meeting for voting by show of hands and declared

carried unanimously. 16.5 It was RESOLVED:

THAT Messrs. PricewaterhouseCoopers who has consented to act as Auditors of the Company for the financial year ending 31 December 2015 be and is hereby re-appointed Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a fee to be determined by the Directors.


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17.0 ORDINARY RESOLUTION 8: PAYMENT OF NON-EXECUTIVE DIRECTORS’ FEES

17.1 Tan Sri Chairman informed the Meeting that based on the feedback from MSWG

and shareholders at the 2014 AGM, and in the interests of good corporate governance and ensuring transparency, the Board has agreed to table the resolution on payment of the 2014 directors’ fees for shareholders’ approval at the Meeting, although there was no revision to the fees approved by the members to be effective from 1 January 2012 at the AGM held on 7 May 2013.

17.2 The total fees and remuneration paid to the individual Directors in 2014 were

disclosed in the Statement of Corporate Governance on page 119 of the Annual Report.

17.3 Mr Rajalekshmi Rama Chandran, a shareholder, proposed and Mr Choo Moon

Tuck @ Cho Mun Tuck seconded the motion. 17.4 The motion was put to the Meeting for voting by show of hands and declared


THAT the Directors’ Fees of RM1,887,193.54 payable to Non-Executive Directors

for the financial year ended 31 December 2014 be and are hereby approved.

18.0 ORDINARY RESOLUTION 9: PAYMENT OF NON-EXECUTIVE CHAIRMAN (NEC), NON-EXECUTIVE DIRECTORS (NED) AND SENIOR INDEPENDENT DIRECTOR (SID) FEES FROM 1 JANUARY 2015 UNTIL THE NEXT ANNUAL GENERAL MEETING

18.1 Tan Sri Chairman proceeded with Ordinary Resolution No. 9 on the approval for

payment of fees to the NEC, NED and SID. The payment of the following Directors’ fees would be effective from 1 January 2015 until the next AGM of the Company: a) Director’s fee of RM23,000.00 per month for the NEC; b) Director’s fee of RM15,000.00 per month for each NED; and c) Director’s fee of RM2,250.00 per month for SID.

These fees were in line with the quantum approved by the shareholders at the previous 28th AGM on 7 May 2013, with no revision made.

18.2 The motion was proposed by Mr Rajalekshmi Rama Chandran, a shareholder,

and was seconded by Tuan Haji Abd Ghani Hakim, a shareholder. 18.3 The motion was put to the Meeting for voting by show of hands and declared

carried with a simple vote of majority, with two (1) votes against. Tan Sri Chairman acknowledged that the Employees Provident Fund Board had voted against the resolution as a matter of policy.

18.4 It was RESOLVED:

THAT the payment of the following Directors’ fees be and are hereby approved with effect from 1 January 2015 until the next Annual General Meeting of the Company:


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a) Director’s fee of RM23,000.00 per month for the Non-Executive Chairman (NEC);

b) Director’s fee of RM15,000.00 per month for each Non-Executive Director (NED); and

c) Director’s fee of RM2,250.00 per month for Senior Independent Director (SID).


SPECIAL BUSINESS – AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 (CA 1965)

19.1 Tan Sri Chairman moved to the first special business of the 30th AGM i.e.

Ordinary Resolution 10 on the authorisation to Directors to allot and issue new shares in the Company pursuant to Section 132D of the CA 1965. The approval, once given, would continue to be in full force until the conclusion of the next AGM, unless revoked or varied in an earlier general meeting.

This resolution is to renew the approval granted at the Company’s 29 th AGM held

on 8 May 2014. The Company has not issued any new shares granted under this general mandate, which would lapse upon conclusion of today’s AGM. The resolution, if approved, would give the Company and its Directors mandate and flexibility to issue and allot new shares of up to 10% of the issued and paid up capital of the Company, for any possible fund raising activities for the Company’s working capital requirements, and strategic investments in view of large cash outlays for new projects in 2015.

19.2 The motion was proposed by Puan Haniza Sabarnn, a shareholder, and

seconded by Tuan Haji Abd Ghani Hakim, a shareholder. 19.3 The motion was put to the Meeting for voting by show of hands and declared


THAT subject always to the CA 1965, the Articles of Association of the Company

and the approvals of the relevant governmental and/or regulatory authorities, where such approval is necessary, authority be and is hereby given to the Directors to allot and issue shares in the capital of the Company pursuant to Section 132D of the CA 1965, to any person other than a Director or major shareholder of the Company or person connected with any Director or major shareholder of the Company, at any time until the conclusion of the next annual general meeting, in such number and to such person and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten percent (10%) of the issued and paid up share capital of the Company for the time being AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued, AND FURTHER THAT

such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next annual general meeting of the Company.


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20.0 ORDINARY RESOLUTION 11: SPECIAL BUSINESS – PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW ORDINARY SHARES OF RM0.70 EACH IN THE COMPANY (TM SHARES) IN RELATION TO THE DIVIDEND REINVESTMENT SCHEME (DRS)

20.1 Tan Sri Chairman informed that the second special business was the renewal of

the authority to Directors to allot and issue new ordinary shares of RM0.70 each in the Company in respect of dividends to be declared, if any, under the DRS, until the conclusion of the next AGM.

Since the approval at the EGM of 8 May 2014, TM had successfully undertaken

two (2) DRS exercises with very encouraging take up rates. As such, the Board has agreed to continue providing shareholders the flexibility and opportunity to reinvest the dividends in new TM shares in lieu of receiving cash.

20.2 Tan Sri Chairman then explained that the shareholders would benefit from their

participation in the DRS as the New TM Shares might be issued at a discount free from brokerage fees and other transaction costs, unless provided by any statute, law and regulation. Shareholders could still elect to receive dividends in cash. Further, the DRS had capital management benefits where the reinvestment of dividends by shareholders for New TM Shares is expected to enlarge TM’s share capital base as well as strengthen TM’s capital position. It would also improve the liquidity of the TM Shares on the Main Market of Bursa Malaysia Securities Berhad.

20.3 The motion was proposed by Tuan Haji Abd Ghani Hakim, a shareholder, and

was seconded by Madam Usha Rani, a shareholder. 20.4 The motion was put to the Meeting, voted by show of hands and declared carried

unanimously. 20.5 It was RESOLVED:

THAT pursuant to the DRS approved at the Extraordinary General Meeting held

on 8 May 2014, approval be and is hereby given to the Company to allot and issue such number of new TM Shares for the DRS until the conclusion of the next Annual General Meeting, upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit and in the interest of the Company PROVIDED THAT the issue price of the said new TM Shares shall be

fixed by the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume weighted average market price (VWAMP) of TM Shares immediately prior to the price-fixing date, of which the VWAMP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price and not less than the par value of TM Shares at the material time; AND THAT the Directors and the Secretaries of the Company be and are hereby authorised to do all such acts and enter into all such transactions, arrangements and documents as may be necessary or expedient in order to give full effect to the DRS with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed or agreed to by any relevant authorities or consequent upon the implementation of the said conditions, modifications, variations and/or amendments, as they, in their absolute discretion, deemed fit and in the best interest of the Company.


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21.0 ORDINARY RESOLUTION 12: SPECIAL BUSINESS – PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE)

21.1 Tan Sri Chairman proceeded with the last special business which was the

Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a revenue or trading nature or RRPT.

21.2 The explanation and rationale for the resolution was stated in the Circular to

Shareholders that were despatched together with the Annual Report on 6 April 2015. The BAC has been tasked to review the RRPTs to ensure that they are undertaken on arm’s length basis, on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of our minority shareholders.

21.3 Tan Sri Chairman explained that:

a) Minister of Finance, a body incorporated established under the Minister of

Finance (incorporation) Act 1957 and Khazanah Nasional Berhad (Khazanah), our Major Shareholders, by virtue of their direct and indirect shareholdings in TM, were deemed interested in the Proposal. They will abstain from voting in respect of this resolution. MoF Inc. and Khazanah, through their representatives on the Board, have also undertaken to ensure that persons connected to them would abstain from voting on this resolution too.

b) Dato’ Fauziah Yaacob and her alternate, as representatives of MoF Inc., and Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin together with his alternate, as Khazanah’s representatives, would abstain and had also undertaken to ensure that any persons connected with them would abstain from voting on this resolution.

21.4 The motion was proposed by Tuan Haji Abd Ghani Hakim, a shareholder, and

seconded by Puan Nor Jihan Mohd Noor, a proxy. 21.5 The motion was put to the Meeting for voting by show of hands and declared


THAT in accordance with paragraph 10.09 of the Main Market Listing

Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities), approval be and is hereby given for the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature as set out in Appendix I of the Company’s Circular to Shareholders dated 6 April 2015, which are necessary for the day-to-day operations PROVIDED THAT such transactions are entered into in the ordinary course of business of the Company and/or its subsidiaries, are carried out on terms not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders of the Company; THAT such approval shall continue to be in full force and effect until:

(i) the conclusion of the next annual general meeting of the Company at which

time the authority will lapse, unless the authority is renewed by a resolution passed at such general meeting;


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(ii) the expiration of the period within which the Company’s next annual

general meeting is required to be held under Section 143(1) of the CA 1965 (but shall not extend to such extension as may be allowed under Section 143(2) of the CA 1965; or

(iii) revoked or varied by resolution passed by the shareholders of the

Company at a general meeting, whichever is the earlier; AND THAT the Board of Directors of the Company be and is hereby empowered

and authorised to do or procure to be done all acts, deeds and things (including executing such documents under the common seal in accordance with the provisions of the Articles of Association of the Company, as may be required) to give effect to the Proposed Renewal of Shareholders’ Mandate.

CLOSURE

Tan Sri Chairman sought confirmation from the Company Secretary as to whether the Company had received any notice for transaction of other business which had been given in accordance with the Companies Act 1965 and the Company’s Articles of Association. The Secretary confirmed that the Company had not received any notice for transaction of any other business at the Meeting. Since there was no other business for which due notice has been given, the proceedings of the 30th AGM ended at 12.30 p.m. with a vote of thanks to the Chair.

CONFIRMED AS CORRECT,

TAN SRI DATO’ SERI DR SULAIMAN MAHBOB CHAIRMAN

List of Questions and Answers at

the AGM.

min30 agm

[Attachment 2] v5.docx

TELEKOM MALAYSIA BERHAD · 2017. 4. 28. · TELEKOM MALAYSIA BERHAD 30TH ANNUAL GENERAL MEETING...

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