Digi Com : EGM Minutes

DIGI.COM BERHAD

Registration No. 199701009694 (425190-X)

(Incorporated in Malaysia)

MINUTES OF THE EXTRAORDINARY GENERAL MEETING ("EGM") OF DIGI.COM BERHAD ("DIGI" OR "COMPANY") HELD AT THE BROADCAST VENUE AT STUDIO, DIGI TELECOMMUNICATIONS SDN BHD, LOT 10, JALAN DELIMA 1/1, SUBANG HI- TECH INDUSTRIAL PARK, 40000 SHAH ALAM, SELANGOR DARUL EHSAN, MALAYSIA ("BROADCAST VENUE") ON FRIDAY, 18 NOVEMBER 2022 AT 2.00 P.M.

PRESENT
Ms Vimala V.R. Menon	- Chair of the Meeting - Director
		(Also as proxy for shareholders set out in the
		Attendance Summary attached)
Mr Haakon Bruaset Kjoel	- Chair of the Board - Via Remote Participation and
		Electronic Voting ("RPEV") Facility
Datuk Iain John Lo	-	Director
Puan Yasmin Binti Aladad Khan	-	Director
Mr Haakon Bruaset Kjoel	- Director - Via RPEV Facility
Mr Lars Erik Tellmann	- Director - Via RPEV Facility
Ms Wenche Marie Agerup	- Director - Via RPEV Facility
IN ATTENDANCE
Ms Choo Mun Lai	-	Company Secretary
BY INVITATION
Mr Albern Murty	-	Chief Executive Officer ("CEO")
Mr Otto Magne Risbakk	-	Chief Financial Officer ("CFO")
Mr Low Eng Kiat	- CIMB Investment Bank Berhad ("CIMB"), Principal
		Adviser
Mr Chia Hong Ping	-	CIMB, Principal Adviser
Ms Foong Yein Fun	-	AmInvestment Bank Berhad ("AmInvest"),
		Independent Adviser
Mr Kuok Yew Chen	- Christopher & Lee Ong ("CLO"), Legal Adviser
Ms Emily Choo	-	KPMG Corporate Advisory Sdn Bhd ("KPMG"),
		Independent Valuer

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

CHAIR OF THE MEETING

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

Digi.Com Berhad [Registration No. 199701009694 (425190-X)]
Minutes of the Extraordinary General Meeting held on 18 November 2022	Page 2 of 7

Hakon invited the Senior Independent Non-Executive Director, Ms Vimala V.R. Menon ("Chair") to chair the Meeting as he was an interested Director and passed the chair to her thereafter.

QUORUM

Ms. Choo Mun Lai, the Company Secretary, confirmed that a quorum was present. With the requisite quorum being present, the Chair called the Meeting to order at 2.00 p.m.

INTRODUCTION OF THE BOARD

The Chair introduced Puan Yasmin Aladad Khan and Datuk Iain John Lo, the Independent Non-Executive Directors, Mr Albern Murty (CEO), Mr Otto Magne Risbakk (CFO), Ms Choo Mun Lai (Company Secretary), the advisers from CIMB, KPMG, AmInvest and CLO, who attended the broadcast venue. The Directors and the remaining advisers who participated remotely were introduced. She also welcomed the representative from the Minority Shareholders' Watch Group ("MSWG").

NOTICE

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

SUMMARY OF PROXY FORMS RECEIVED

The Chair reported that a total of 1,532 members representing 6,973,831,080 ordinary shares or 89.70% of the total number of issued shares of the Company had registered themselves to attend the Meeting via RPEV facilities. The Company had received 677 proxy forms from the shareholders for 6.971,974,622 shares representing 89.67% of the total number of issued share capital of the Company. Out of those, there were 590 shareholders who had appointed the Chair of the Meeting as proxy to vote on their behalf and the shares so represented stood at 841,315,777 which represent approximately 10.82% of the issued share capital of the Company.

POLLING AND VOTING PROCEDURE

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

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

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

Digi.Com Berhad [Registration No. 199701009694 (425190-X)]
Minutes of the Extraordinary General Meeting held on 18 November 2022	Page 3 of 7

PRESENTATION

The Chair invited the CFO, CEO and advisers to present their presentation as set out in Appendix I under the following subheading:

• Proposed Merger by Mr Otto Risbakk, the CFO and Mr Albern Murty, the CEO;
• Transaction Overview by Mr Low Eng Kiat from CIMB;
• Independent valuation of Celcom by Ms Emily Choo from KPMG; and
• Independent Adviser Assessment by Ms Foong Yein Fun from AmInvest.

The Chair thanked the presenters for their comprehensive presentation.

AGENDA OF THE EGM

1. ORDINARY RESOLUTION 1
   PROPOSED MERGER OF CELCOM AXIATA BERHAD ("CELCOM") AND DIGI ("PROPOSED MERGER")
   The Chair informed the Meeting that the first item on the Agenda was to approve the Proposed Merger. The Proposed Merger was by virtue of the conditional Share and Purchase Agreement dated 21 June 2021 in which 1,237,534,681 Celcom Shares held by Axiata Group Berhad, representing 100% of the issued share capital of Celcom, shall be transferred to Digi for the Total Consideration to be satisfied via the issuance of Consideration Shares and Cash Consideration that represents a total value of RM17,756,156,250.
   Pursuant to Paragraph 10.08 of the Listing Requirements, the Proposed Merger was deemed a related party transaction by virtue of the Shares Equalisation Arrangement entered into between Telenor ASA ("Telenor"), Telenor Asia Pte Ltd ("Telenor Asia") and Axiata. Upon completion of the Shares Equalisation Arrangement, Telenor Asia and Axiata would each have equal shareholding of 33.10% in the Company, which would be known as MergeCo.
2. ORDINARY RESOLUTION 2
   PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY
   ACQUISITIONS ("RULES") FOR AXIATA GROUP BERHAD ("AXIATA") AND PERSONS ACTING IN CONCERT ("PAC") WITH IT, FROM THE
   OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN DIGI NOT ALREADY OWNED BY IT AND ITS PACs UPON COMPLETION OF THE
   PROPOSED MERGER ("PROPOSED EXEMPTION")
   The last agenda was the Proposed Exemption to be obtained by Axiata and Axiata Persons Acting in Concert from the Securities Commission Malaysia ("SC") pursuant to subparagraph 4.08(1)(a) of the Rules to exempt them from their obligation, to undertake the mandatory take-over offer to the Digi shareholders to acquire the remaining Digi Shares not already owned by Axiata and the Axiata PACs which was an obligation triggered by the Proposed Merger.

Digi.Com Berhad [Registration No. 199701009694 (425190-X)]
Minutes of the Extraordinary General Meeting held on 18 November 2022	Page 4 of 7

The PACs with Axiata in relation to the Proposed Merger would include Telenor Asia, Telenor Mobile Communications AS, Telenor Mobile Holding AS and Telenor, being the direct and/or indirect major shareholders of Digi as well as Puan Sri Zaleha Binti Jamaludin, the spouse of Tan Sri Dr. Halim Shafie, an Independent Non-Executive Director of Axiata and Interim Chair/Independent Non-Executive Director of Celcom, pursuant to subsections 216(2) and 216(3) of the Capital Markets and Services Act 2007.

The Chair informed that the following interested parties and PACs involved in the Proposed Merger and Proposed Exemption had abstained from voting on the resolutions:

• Telenor being the ultimate holding company of the Company together with Telenor Asia, Telenor Mobile Communications AS, Telenor Mobile Holding and parties related to them; and
• Puan Sri Zaleha Binti Jamaludin.

The Directors of the Company, namely Mr Haakon Bruaset Kjoel, Ms Wenche Marie Agerup and Mr Lars Erik Tellmann who were nominees/representatives of Telenor were deemed interested parties in the Proposed Merger and Proposed Exemption; and therefore, they had abstained from all deliberations and voting on these resolutions.

It was noted that none of the Directors of the Company hold shares in the Company.

QUESTION AND ANSWER ("Q&A") SESSION

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

1. QUESTIONS FROM MSWG
   The Meeting further noted that the Company had received questions from MSWG and the replies to the questions were projected on the slide presentation enclosed as Appendix I.
2. QUESTIONS FROM THE SHAREHOLDERS PRIOR TO THE EGM
   The Meeting continued with the questions received prior to the Meeting. The Meeting was informed that the full list of pre-submitted questions and responses had been made available for shareholders' viewing during the Meeting and the same would be uploaded on the Company's Investor Relations webpage, a copy of which was also enclosed as Appendix I.

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Minutes of the Extraordinary General Meeting held on 18 November 2022	Page 5 of 7

3. LIVE QUESTIONS FROM THE SHAREHOLDERS DURING THE EGM THROUGH THE MESSAGING ICON

The Company had received live questions from the Shareholders during the EGM through the messaging icon, enclosed as Appendix II.

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

POLLING SESSION

The Chair reminded the members to cast their votes if they have not submitted earlier and informed that a number of shareholders had appointed her as their proxy.

The Chair then announced that the voting session would be closed in another 5 minutes at 3.12 p.m. whilst the Independent Scrutineers would take approximately 15 minutes to validate the votes casted by the members. The Meeting was then adjourned at 3.17 p.m. and it resumed at approximately 3.33 p.m. for the declaration of the voting results.

POLL RESULTS

The Meeting resumed at 3.33 p.m. after obtaining the duly verified polling results from the Independent Scrutineers. The results of the poll were flashed on the screen at the Meeting.

Details of results were as follows:

Based on the poll results, the Chair declared the following resolutions were carried and

RESOLVED:

ORDINARY RESOLUTION 1

PROPOSED MERGER OF CELCOM AXIATA BERHAD ("CELCOM") AND DIGI.COM BERHAD ("DIGI" OR "COMPANY") ("PROPOSED MERGER")

THAT, subject to the passing of Ordinary Resolution 2, and subject to the approvals of all relevant authorities or parties being obtained (where required):

1. approval be and is hereby given to Digi to acquire all the 1,237,534,681 ordinary shares in Celcom, representing 100% of the issued share capital of Celcom ("Subject Shares") from Axiata Group Berhad ("Axiata"), for a purchase consideration of
   RM17,756,156,250; and
2. that it is hereby approved and determined in this general meeting, in accordance with
   Article 49 (A) of the Articles of Association of Digi's constitution (read together with subsection 85(1) of the Companies Act, 2016), that such purchase consideration shall be satisfied: